S-1/A

As filed with the Securities and Exchange Commission on November 26, 2004

Registration No. 333-118148

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GREAT WOLF RESORTS, INC.

(Exact name of issuer as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 7011
(Primary Standard Industrial
Classification Code Number) 51-0510250
(I.R.S. Employer
Identification No.)

122 West Washington Avenue

Madison, Wisconsin 53703

(608) 251-6400

(Address, Including Zip Code, and Telephone Number, Including Area Code of Registrant’s Principal Executive Offices)

J. Michael Schroeder

General Counsel and Corporate Secretary

Great Wolf Resorts, Inc.

122 West Washington Avenue

Madison, Wisconsin 53703

(608) 251-6400

(Address, Including Zip Code, and Telephone Number, Including Area Code of Agent For Service)

With Copies to:

Alan J. Prince
King & Spalding LLP
191 Peachtree Street
Atlanta, Georgia 30303
(404) 572-4600 David C. Wright
Andrew A. Gerber
Hunton & Williams LLP
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8200

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title Of Each Class Of Securities	Amount To Be	Offering	Aggregate	Amount of
To Be Registered	Registered(1)	Price Per Share	Offering Price(2)	Registration Fee
Common Stock, par value $0.01 per share	16,100,000 Shares	$17.00	$273,700,000	$34,678(3)

(1)	Includes 2,100,000 shares that the Underwriters have the option to purchase solely to cover over-allotments, if any.
(2)	Estimated solely for the purpose of calculating the registration fee.
(3)	Previously paid.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 26, 2004

PROSPECTUS

14,000,000 Shares

Great Wolf Resorts, Inc.

Common Stock

$                   per share

         We are selling shares of our common stock. We have granted the underwriters an option to purchase up to 2,100,000 additional shares of common stock to cover over-allotments.

         This is the initial public offering of our common stock. We currently expect the initial public offering price to be between $15.00 and $17.00 per share. Our common stock has been approved for quotation on the Nasdaq National Market under the symbol “WOLF.”

            Investing in our common stock involves risks. See “Risk Factors” beginning on page 16.

            Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public Offering Price	$	$
Underwriting Discount	$	$
Proceeds to Us (before expenses)	$	$

         The underwriters expect to deliver the shares to purchasers on or about               , 2004.

Citigroup

A.G. Edwards

Raymond James

Calyon Securities (USA) Inc.

SG Corporate & Investment Banking

ThinkEquity Partners LLC

                              , 2004

      You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		16
Forward-Looking Statements		27
Structure and Formation of Our Company		27
Use of Proceeds		32
Dividend Policy		32
Capitalization		33
Dilution		34
Selected Financial and Other Data		36
Management’s Discussion and Analysis of Financial Condition and Results of Operations		40
Business		63
Management		85
Certain Relationships and Related Transactions		95
Principal Stockholders		98
Description of Securities		100
Shares Eligible for Future Sale		104
Underwriting		106
Legal Matters		110
Experts		110
Where You Can Find More Information About Us		110
Index to Financial Statements		F-1
EX-1.1 FORM OF UNDERWRITING AGREEMENT
EX-10.4 TALL PINES EXCLUSIVE LICENSE AND ROYALTY AGREEMENT
EX-10.10 2004 INCENTIVE STOCK PLAN
EX-23.2 CONSENT OF DELOITTE & TOUCHE LLP
EX-23.3 CONSENT OF RUBIN, BROWN, GORNSTEIN & CO. LLP

      Until                    , 2004 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

      We own, or claim ownership rights to, a variety of trade names, service marks and trademarks for use in our business, including Biko the Bear, Blue Harbor Resort, Boathouse Suite, Breaker Bay, Crew Club, Cub Club, Great Wolf Lodge, Great Wolf Resorts, KidAquarium Suite, KidCabin and Wiley the Wolf in the United States and, where appropriate, in foreign countries. This prospectus also includes product names and other tradenames and service marks owned by us and other companies. The tradenames and service marks of other companies are the property of such other companies.

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SUMMARY

      This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus, including “Risk Factors,” the audited financial statements of our predecessor companies and our consolidated financial statements and related notes, carefully before making an investment decision. References in this prospectus to “we,” “our,” “us” and “our company” refer to Great Wolf Resorts, Inc., a Delaware corporation, together with our consolidated subsidiaries. Unless otherwise indicated, the information in this prospectus assumes that the transactions described under “Structure and Formation of Our Company” are consummated.

Our Business

      We are a family entertainment resort company that provides our guests with a high-quality vacation at an affordable price. We are the largest owner, operator and developer in the United States of drive-to family resorts featuring indoor waterparks and other family-oriented entertainment activities, based on the number of resorts in operation. We provide a full-service entertainment resort experience to our target customer base: families with children ranging in ages from 2 to 14 years old that live within a convenient driving distance from our resorts. Our resorts provide a consistent and comfortable environment throughout the year where our guests can enjoy our various amenities and activities. We are a fully integrated resort company with in-house expertise and resources in resort and indoor waterpark development, management, marketing and financing.

      Upon completion of this offering, we will own and operate four existing Great Wolf Lodge® resorts, our signature northwoods-themed resorts, and one Blue Harbor Resort, a nautical-themed property. In addition, we will own two Great Wolf Lodge resorts that are under construction and scheduled to open for business during 2005. We will also be the licensor and manager of an additional Great Wolf Lodge resort in Niagara Falls, Ontario that is owned and under development by an affiliate of Ripley Entertainment Inc., or Ripley’s. We are currently evaluating 12 to 14 additional markets for potential future development of Great Wolf Lodge resorts, six of which are in active site negotiation. We anticipate that most of our future resorts will be developed under our Great Wolf Lodge brand, but we may develop additional nautical-themed resorts in other appropriate markets.

      We deliver value to our guests by providing an affordable and fun family vacation experience. Our resorts are located within a convenient driving distance of our target customer base, providing our guests with a less expensive, more convenient alternative to air travel. In addition, our resorts generally include the following features:

• Suites: approximately 270 to 400 family suites that sleep from six to ten people and each include a wet bar, microwave oven, refrigerator and dining and sitting area.

• Waterpark: an approximately 34,000 to 82,000 square-foot indoor waterpark highlighted by our signature 12-level treehouse water fort. Our water fort is an interactive water experience for the entire family and features over 60 water effects, including spray guns, fountains, valves and hoses, has cargo netting and suspension bridges, and is capped by an oversized bucket that dumps between 700 and 1,000 gallons of water every five minutes. Our waterparks also feature high-speed body slides and inner tube waterslides that wind in and out of the building into a splash-down pool, a lazy river, activity pools and large free-form hot tubs. Our room rates include use of the waterpark by four to six guests, depending on the type of room.

• Food and Beverage: themed restaurants, such as our: Camp Critter Bar & Grille, which features a two-story realistic tree with a canopy of leaves and canvas-topped booths with hanging lanterns, giving guests the impression that they are dining in a northwoods forest camp; Bear Claw Café ice cream shop and confectionery; and waterpark snack shop.

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• Amenities and Activities: our Youkon Jack’s and Northern Lights game arcades, full-service Aveda® concept spa, Buckhorn Exchange gift shop, Iron Horse fitness center, two-story animated clocktower, Cub Club children’s activity program, meeting rooms and seasonal, holiday and other special activities.

      Our four resorts open during the entire twelve-month period ended September 30, 2004, had the following financial performance:

• $211.30 average daily room rate, or ADR;

• $90.45 average non-room revenue per occupied room, or RevPOR;

• $301.75 total revenue per occupied room, or Total RevPOR;

• 65.1% occupancy;

• $137.61 revenue per available room, or RevPAR; and

• $196.51 total revenue per available room, or Total RevPAR.

We expect recurring annual capital expenditures for each resort to be 3-4% of the resort’s annual revenues, including the repair and maintenance of our waterpark equipment. Our waterpark equipment is designed for outdoor application and capable of withstanding intense physical use and the elements year-round. Therefore, wear and tear is minimal and we believe our waterpark equipment has a long useful life.

      We were formed in May 2004 to succeed to the family entertainment resort business of our predecessor companies, The Great Lakes Companies, Inc. and a number of its related entities, which we refer to collectively as Great Lakes. Great Lakes has developed and operated hotels since 1995. In 1999, Great Lakes began its resort operations by purchasing the Great Wolf Lodge in Wisconsin Dells, Wisconsin and developing the Great Wolf Lodge in Sandusky, Ohio, which opened in 2001. In 2003, Great Lakes opened two additional Great Wolf Lodge resorts, one in Traverse City, Michigan and the other in Kansas City, Kansas. In June 2004, Great Lakes opened the Blue Harbor Resort in Sheboygan, Wisconsin. Great Lakes has two additional Great Wolf Lodge resorts under construction, one in Williamsburg, Virginia and the other in the Pocono Mountains region of Pennsylvania, that are scheduled to open in the Spring and Fall of 2005, respectively.

      Upon the closing of this offering, we will acquire each of these resorts and the resorts currently under construction, as well as certain resort development and management operations, in exchange for an aggregate of 14,033,501 shares of our common stock and $97.6 million. As of September 30, 2004, we had pro forma total indebtedness of approximately $123.1 million. Prior to completion of this offering and the formation transactions, we expect to incur on a pro forma basis, an additional $18.0 million of indebtedness in connection with our Williamsburg and Pocono Mountains resort development.

      Our management team possesses substantial expertise in all aspects of family entertainment resort and indoor waterpark development, management, marketing and financing. We have safely and successfully managed the operational complexity of our current resorts and intend to operate our future resorts similarly. We operate our business from our headquarters in Madison, Wisconsin. We believe that the experience of our senior management team, particularly their development and operational experience, as well as our centralized reservations center, provide an infrastructure that will allow us to continue to increase the number of resorts that we develop and operate without proportionately higher overhead costs. As of September 30, 2004, we had approximately 120 corporate employees, including our central reservations center employees, and approximately 1,600 full and part-time resort-level employees.

      Our principal executive offices are located at 122 West Washington Avenue, Madison, Wisconsin 53703, and our telephone number is (608) 251-6400. Our website can be found on the internet at www.greatwolfresorts.com. Information contained on our website is not part of this prospectus.

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Our Competitive Strengths

      Our competitive strengths include:

•  Unforgettable Family Resort Experience. Our indoor waterpark resorts provide activities that the entire family can enjoy, including themed restaurants, an Aveda concept spa, a game arcade, ice cream shop and confectionery, gift shop, animated clocktower and fireside bedtime stories.

• Value, Comfort and Convenience. On average, a two-night stay in one of our conveniently located resorts, that include spacious and comfortable family suites, costs approximately $600.

• Favorable Market Trends. We believe recent vacation trends favor our Great Wolf Lodge concept as the number of families choosing to take shorter, more frequent vacations that they can drive to has increased over the past several years.

•  Market Presence and Barriers to Entry. We believe that we benefit from the significant barriers to entry, including operational complexity, substantial capital requirements, availability of suitable sites in desirable markets and a difficult, multi-year permitting process.

• Focus on Safety. We invest heavily in safety measures in the design and operation of our resorts, including our state-of-the-art air quality and water treatment systems.

•  Experienced Management Team. Our senior management team has an average of approximately 16 years of experience in the hospitality, family resort and real estate development industries and has significant expertise in operating complex, themed resorts featuring indoor waterparks.

Business and Growth Strategies

      Our primary internal growth strategies are to:

•  Increase Total Resort Revenue. We intend to increase total resort revenue by increasing our average room rate, average occupancy and other revenue.

•  Leverage Our Economies of Scale. We intend to take advantage of our economies of scale by capitalizing on our increased purchasing power and centralizing certain of our services.

•  Build Upon Brand Awareness and Loyalty. Our Great Wolf Lodge brand is symbolized by our distinctive and easily identifiable theming and recognizable logos and merchandise, which have fostered strong customer and brand loyalty, as evidenced by our high levels of repeat and referral guests.

      Our primary external growth strategies are to:

• Capitalize on First-Mover Advantage. We intend to be the first to develop and operate family entertainment resorts featuring indoor waterparks in our selected target markets.

•  Focus on Development and Strategic Growth Opportunities. Family entertainment resorts featuring indoor waterparks are a relatively new concept and a growing segment of the resort and entertainment industries. We intend to focus on this growth opportunity by building in target markets, licensing our resort concept internationally, forming strategic partnerships and expanding and enhancing existing resorts.

• Continue to Innovate. We intend to leverage our in-house expertise, in conjunction with the knowledge and experience of our third-party suppliers and designers, to develop and implement the latest innovations in family entertainment activities and amenities, including waterpark attractions.

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Summary Risk Factors

      Our ability to capitalize on our competitive strengths and implement the business and growth strategies described above may be affected by matters discussed under “Risk Factors” beginning on page 16, which you should carefully consider prior to deciding whether to invest in our common stock, including:

• our ability to develop new resorts or further develop existing resorts on a timely or cost efficient basis;

• our ability to compete with other family vacation travel destinations and resorts;

• our ability to manage our expected growth;

• potential accidents or injuries in our resorts and competing resorts;

• our ability to achieve or sustain profitability;

•  changes in family vacation patterns and consumer spending habits, downturns in our industry segment and extreme weather conditions;

• our ability to attract a significant number of guests from our target markets;

• increases in operating costs and other expense items and costs;

• uninsured losses or losses in excess of our insurance coverage; and

• our ability to protect our intellectual property and the value of our brands.

Properties

      We have five family entertainment resorts that are currently operating and two additional resorts that are under construction, and we will manage one resort under construction that is owned by a third-party licensee. We also have identified additional target markets for future resort development and are in negotiations with respect to sites in six of these markets. The following table presents an overview of our portfolio of resorts:

									Twelve Months Ended September 30, 2004
													Revenue		Other		Total
	Opened/						Indoor				Average		per		Revenue per		Revenue per
	Target						Entertainment				Daily		Available		Occupied		Occupied
Location	Opening			Rooms			Area(1)		Occupancy		Rate		Room(2)		Room		Room(3)
							(approx. ft2)		(%)		($)		($)		($)		($)
Existing Resorts:
Wisconsin Dells, WI		May 1997(4	)		309			64,000		61.7		194.58		120.14		76.76		271.34
Sandusky, OH(5)		March 2001			271			41,000		68.4		231.38		158.34		92.78		324.16
Traverse City, MI		March 2003			281			51,000		68.9		222.71		153.47		98.29		321.00
Kansas City, KS(6)		May 2003			281			49,000		61.8		195.06		120.50		94.21		289.27
Sheboygan, WI(7)		June 2004			183	(8)		54,000		—		—		—		—		—
Resorts Under Construction:
Williamsburg, VA		Spring 2005			301			66,000		—		—		—		—		—
Pocono Mountains, PA		Fall 2005			400			91,000		—		—		—		—		—
Niagara Falls, ONT(9)		Spring 2006			404			94,000		—		—		—		—		—

(1)	Our indoor entertainment areas generally include our indoor waterpark, game arcade, children’s activity room and fitness room, as well as our Aveda concept spa, 3D virtual reality theater, Wiley’s Woods and party room in the resorts that have such amenities.
(2)	Revenue per available room represents the total room revenue per total available rooms for the twelve months ended September 30, 2004, calculated by multiplying the occupancy by the average daily rate.
(3)	Total revenue per occupied room is calculated by adding the average daily rate and other revenue per occupied room.
(4)	Great Lakes purchased this property in November 1999.
(5)	Prior to May 2004, we operated this resort as a Great Bear Lodge.
(6)	We currently lease the property on which our Kansas City resort is located pursuant to a 10-year ground lease with a local governmental authority. We are in the process of converting this leasehold interest into a fee simple interest at no cost to us pursuant to the exercise of a conversion right contained in the ground lease.
(7)	Our Sheboygan property is branded as a Blue Harbor Resort. This resort is subject to a 98-year and 11-month ground lease with the Redevelopment Authority of the City of Sheboygan.

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(8)

Our Blue Harbor Resort also features 64 individually owned two and four bedroom condominium units.

(9)

Ripley’s, our licensee, owns this resort. We are assisting Ripley’s with construction management and other pre-opening matters related to the Great Wolf Lodge in Niagara Falls. We have granted Ripley’s a license to use the Great Wolf Lodge name for this resort for ten years after opening. We have agreed to enter into a management agreement, pursuant to which we expect to operate the resort on behalf of Ripley’s for five years, and also a central reservations agreement. In conjunction with this project, we expect to receive a one-time construction management fee and ongoing license, central reservations and management fees.

Structure and Formation of Our Company

Formation Transactions

      Each of the five existing resorts and the two resorts under construction that will be owned and operated by us following the formation transactions is currently owned by a separate limited liability company. We refer to these limited liability companies as resort-owning entities and to The Great Lakes Companies, Inc. as the management company. One member in each of these resort-owning entities is a separate limited liability company of which the management company is the managing member or manager. We refer to these entities as sponsor entities. The other direct or indirect investors, or members, of the resort-owning entities and the sponsor entities include the founding shareholders of the management company, present and former members of management of the management company and its subsidiaries and other private investors not otherwise affiliated with the management company. In addition, investors have an ownership interest in the resort-owning entity of our Sandusky resort through a limited liability company that we refer to as Sandusky Investor LLC.

      Simultaneously with the completion of this offering, we will engage in formation transactions that are designed to:

• acquire the resorts and related management business of the management company and its subsidiaries as described in more detail below;

• facilitate this offering; and

• enable us to raise the necessary capital to repay certain existing bank indebtedness, purchase certain interests in the resort-owning entities held by third parties and fund our growth.

      Pursuant to the formation transactions:

• The management company will contribute its hotel management and multifamily housing management and development assets, which are unrelated to the resort business, to two subsidiaries of the management company and will then distribute, or spin-off, the interests in such subsidiaries to the shareholders of the management company. Therefore, we will not acquire these non-resort assets at closing.

• We will sell 14,000,000 shares of our common stock in this offering and an additional 2,100,000 shares if the underwriters exercise their over-allotment option in full, and we will use the net proceeds from this offering to accomplish the steps listed below and as otherwise described under “Use of Proceeds.”

• We intend to purchase the interests held by affiliates of AIG SunAmerica in the entities owning our Wisconsin Dells and Sandusky resorts for an aggregate purchase price of approximately $31.0 million.

• GWR Operating Partnership, L.L.L.P., our wholly owned operating partnership, will form thirteen new wholly owned limited liability company subsidiaries, corresponding to each resort-owning entity (other than the entities that own our Wisconsin Dells and Sandusky resorts), sponsor entity and Sandusky Investor LLC. These newly formed subsidiaries, which we refer to as the merger entities, will be merged into their corresponding resort-owning entity, sponsor entity or Sandusky Investor LLC, with each resort-owning entity, sponsor entity and Sandusky Investor LLC being the surviving entity and becoming our indirect wholly owned subsidiary. GWR Operating Partnership, L.L.L.P.’s interest in each

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merger entity will be converted into the sole interest in the corresponding surviving entity. In the case of our Wisconsin Dells and Sandusky resorts, after our intended acquisition of the interests held by AIG SunAmerica, as described above, and the mergers of the related sponsor entities and Sandusky Investor LLC, the resort-owning entities will be our indirect wholly owned subsidiaries. In addition, the management company will be merged into our newly formed Great Lakes Services subsidiary. The shareholders of the management company will receive unregistered shares of our common stock in exchange for their interests in the management company in the merger.

•

In the mergers, members of the resort-owning entities, sponsor entities and Sandusky Investor LLC will receive cash, unregistered shares of our common stock or a combination of cash and unregistered shares of our common stock.

After the expiration of a 180-day period following consummation of this offering, recipients of shares in the formation transactions will generally be able to sell their unregistered shares, subject to certain restrictions described in “Shares Eligible for Future Sale,” pursuant to a registration statement that we are obligated to use our commercially reasonable efforts to have declared effective as soon as possible. In the aggregate, we expect to pay $97.6 million in cash and issue 13,901,947 shares of unregistered common stock in these acquisitions.

•  We will issue an aggregate of 131,554 shares of unregistered common stock to holders of tenant in common interests in our Poconos and Williamsburg resorts that are convertible into our common stock.

• Concurrently with the consummation of this offering and the formation transactions, we expect to:

•  repay an aggregate of approximately $76.0 million of Great Lakes’ mortgage indebtedness on two of our resorts from the net proceeds of this offering;

•  refinance existing mortgage indebtedness on two of our resorts with a total outstanding debt balance at September 30, 2004 of approximately $72.4 million; and

• enter into a $75.0 million revolving credit facility that will be secured by two of our resorts. Based upon the financial and debt service ratios that we anticipate will be contained in the revolving credit facility, we expect that approximately $55.0 million of the revolving credit facility will be immediately available upon consummation of this offering. We do not currently anticipate drawing any amounts under this facility immediately after the consummation of this offering. We expect to use the revolving credit facility to fund our future growth and resort development, to provide for working capital and for other corporate purposes.

• The current employees of the management company, other than those associated solely with its non-resort businesses, will become employees of our Great Lakes Services subsidiary.

      Eric S. Lund, Bruce D. Neviaser, Thomas A. Sather, Craig A. Stark, Marc B. Vaccaro and Kimberly K. Schaefer, each of whom is a current shareholder of Great Lakes, will enter into indemnity agreements with us pursuant to which they will make certain representations and warranties to us relating to the formation transactions and the status of the properties operated by the resort-owning entities. Pursuant to these indemnity agreements, these shareholders will agree to indemnify us for a period of one year if those representations and warranties are not accurate. With respect to each shareholder, the maximum indemnification obligation under these agreements will not exceed 35% of the value of the number of shares of our common stock received by that shareholder in the formation transactions based on the initial public offering price. Based on the mid-point of the estimated range shown on the cover of this prospectus, the maximum amount of the indemnification obligations under these agreements will equal approximately $42.3 million in the aggregate. These shareholders may fulfill the indemnity obligations under the agreements solely through delivery of shares of our common stock that they own, valued at the time of delivery, or with an equivalent amount of cash. However, if any of these shareholders chooses to fulfill the indemnity obligation under the agreement through the delivery of shares, the maximum number of shares such shareholder will be obligated to deliver is 35% of the number of

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shares such shareholder receives in the formation transactions. On or about the closing date of this offering, Messrs. Lund, Neviaser, Sather and Stark and Ms. Schaefer are expected to receive personal loans from an affiliate of Citigroup Global Markets Inc. These loans will be full-recourse and will be secured by a pledge of all the shares of our common stock received by each in the formation transactions. While some of these shares may be released from the pledge over time, they may not be available as an alternative means to satisfy an indemnification obligation under the agreements.

Consequences of this Offering and the Formation Transactions

      Upon completion of this offering and the formation transactions:

• We will directly or indirectly own a fee simple interest in all of our resorts, except for a leasehold interest in our Sheboygan resort. We also will be the licensor and manager of a Great Wolf Lodge resort in Niagara Falls, Ontario owned by Ripley’s that is currently under construction.

• Purchasers of our common stock in this offering will own approximately 49.7% of our outstanding common stock.

•  We expect to have incurred, on a pro forma basis, approximately $18.0 million of indebtedness in connection with our Williamsburg and Pocono Mountains resort developments, in addition to approximately $123.1 million of total pro forma indebtedness we had outstanding at September 30, 2004.

Benefits to Related Parties

      In connection with the formation transactions, the shareholders of the management company will receive material benefits, including:

•  an aggregate of 8,212,308 unregistered shares of our common stock as consideration in the formation mergers; and

•  the release of personal guarantees to repay approximately $167.1 million of indebtedness relating to the resort- owning entities. Approximately $76.0 million of this indebtedness will be repaid with the proceeds of this offering, approximately $72.4 million will be refinanced and the remaining portion will be assumed by us in connection with the formation transactions.

It is expected that after consummation of the formation transactions and this offering, the founding shareholders of Great Lakes will beneficially own approximately 29% of the outstanding shares of our common stock.

      Upon completion of this offering, the current shareholders of Great Lakes will hold the following positions with us:

John Emery	-	Chief Executive Officer and Director
Eric S. Lund	-	Executive Vice President of Sales and Marketing
Bruce D. Neviaser	-	Chairman of the Board
Kimberly K. Schaefer	-	Chief Brand Officer
Craig A. Stark	-	President and Director
Marc B. Vaccaro	-	Director
Thomas W. Sather	-	Mr. Sather will not hold a position with us, but will hold approximately 3% of our shares immediately following this offering.

Prior to the formation transactions, these shareholders exercised managerial control over most of the resort-owning entities and the sponsor entities and had significant voting control over such entities.

      In addition, pursuant to their current employment arrangements, three members of our management will receive an aggregate of approximately $2.3 million of bonus payments in the form of lump sum cash payments.

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Approximately $2.2 million of these bonus payments will be made to members of management who have joined the company in the last year. These bonuses were offered to enable us to attract these executives and to incentivize them to successfully complete this offering. Approximately $2.2 million of these bonus payments will be deferred pursuant to our deferred compensation plan. Pursuant to elections by these members of management to have these bonus payments track the performance of our common stock, we intend to contribute approximately 137,500 shares of common stock (based upon an assumed offering price of $16.00 per share) to a trust that will hold assets to pay obligations under our deferred compensation plan. These deferred bonuses will be deemed to be investments in shares of our common stock. As a result, the amount of cash ultimately paid from the deferred bonuses will increase and decrease as the price of our common stock increases and decreases.

      On or about the closing of this offering, an affiliate of Citigroup Global Markets Inc. expects to provide loans in an aggregate amount of $20.5 million to certain founders of Great Lakes, including a $5.5 million loan to Mr. Neviaser, a $7.5 million loan to Mr. Stark, a $3.0 million loan to Mr. Lund, and a $3.0 million loan to Ms. Schaefer. These loans are expected to be used for personal matters, including refinancing debt and funding investments. These loans will be full-recourse to each borrower and will be directly secured by a pledge of all of the shares of our common stock received by each borrower in the formation transactions.

Allocation of Consideration in the Formation Transactions

      In connection with the formation transactions, Great Lakes retained an independent financial advisory firm to render an opinion as to the fairness of the method used in allocating value among the resort-owning entities and the management company. These advisors were not asked to, and did not, provide a valuation opinion for the resorts or the interests in the property-owning entities, the sponsor entities, Sandusky Investor LLC or the management company, and we did not obtain third-party appraisals with respect to the market value of any of the resort assets. As a result, the consideration paid in the formation transactions may exceed the fair market value of the resort assets. The method of allocation for the resort-owning entities was based primarily upon, among other things, Great Lakes’ historical resort operations, the net income and EBITDA we estimate for each of the resort-owning entities and for Great Lakes and our growth prospects, rather than a property-by-property valuation based on historical cost or current market value. We used this methodology because we believe it is appropriate to value the company as an ongoing business, rather than with a view to values that could be obtained from a liquidation of the company or of individual resorts we will own.

8

Our Structure

      The following diagram depicts our ownership structure upon completion of this offering and the formation transactions.

      The current shareholders of Great Lakes other than Mr. Emery, who are Messrs. Lund, Neviaser, Sather, Stark and Vaccaro and Ms. Schaefer, individually and through Great Lakes own interests both directly and indirectly in each of Great Lakes’ subsidiaries or affiliates involved in the formation transactions. Mr. Emery owns interests in two of Great Lakes’ subsidiaries. As part of the formation transactions, these interests will be converted into shares of our common stock.

      Additional information regarding the formation transactions is set forth under “Structure and Formation of Our Company.”

9

This Offering

Common stock offered by us	14,000,000 shares
Common stock to be outstanding after this offering	28,171,001 shares
Use of proceeds	We intend to use the net proceeds from this offering as follows:
	• $66.6 million to pay a portion of the cash consideration in connection with our formation transactions;
	• $31.0 million to purchase the interests in our Wisconsin Dells and Sandusky resorts held by affiliates of AIG SunAmerica;
	• $76.0 million to repay existing mortgage indebtedness on our Wisconsin Dells and Sandusky resorts; and
	• the remaining $29.7 million to fund a portion of our development of future resorts.
Nasdaq National Market symbol	WOLF

      The number of shares of our common stock to be outstanding after this offering: (1) includes 14,033,501 shares of common stock to be issued by us in our formation transactions concurrently with the closing of this offering; (2) includes 137,500 shares (based on an assumed offering price of $16.00 per share) to be contributed by us to a trust that will hold assets to pay obligations under our deferred compensation plan for the account of two members of our management in order to satisfy our bonus payment obligations; (3) excludes 1,712,500 shares of common stock reserved for issuance upon exercise of options to be granted under our 2004 Incentive Stock Plan upon consummation of this offering to management and certain other employees; and (4) excludes 1,668,020 shares reserved for future issuance under our 2004 Incentive Stock Plan.

      Except as otherwise indicated, all information in this prospectus assumes no exercise of the underwriters’ over-allotment option.

10

Summary Financial and Other Data

      The following table sets forth summary financial and operating data on a historical basis for Great Lakes and on an unaudited pro forma basis for Great Wolf Resorts, Inc. Historical financial and other data related to Great Lakes consists of the following:

• combined historical financial information for (1) Great Lakes’ management business, including development of, ownership interests in, and management contracts with respect to, certain non-resort hotels and multifamily housing assets, (2) the entities that own our Traverse City, Kansas City and Sheboygan operating resorts and (3) the entities that own our Williamsburg and Pocono Mountains resorts that are under construction (the “Predecessor Historical Information”); and

• combined historical financial information for the entities that own our Wisconsin Dells and Sandusky resorts (the “Dells/Sandusky Historical Information”).

      Although we were the managing member with responsibility for day-to-day operations with respect to the entities that own our Wisconsin Dells and Sandusky resorts, another party controls those entities. Therefore, we do not combine the Dells/Sandusky Historical Information with the Predecessor Historical Information.

      We have not presented historical information for Great Wolf Resorts, Inc. in this summary because we have not had any operations since our formation and because we believe that a discussion of the results of Great Wolf Resorts, Inc. would not be meaningful. We have included audited consolidated historical financial statements for Great Wolf Resorts, Inc. elsewhere in this prospectus.

      The summary Predecessor Historical Information as of September 30, 2004 and December 31, 2003 and 2002 and for the nine months ended September 30, 2004 and for each of the three years in the period ended December 31, 2003 are derived from, and are qualified in their entirety by, the Great Lakes Predecessor financial statements audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report with respect thereto is included elsewhere in this prospectus. The summary Dells/Sandusky Historical Information as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 are derived from, and are qualified in their entirety by, the Dells/Sandusky financial statements audited by Rubin, Brown, Gornstein & Co. LLP, an independent registered public accounting firm, whose report with respect thereto is included elsewhere in this prospectus. The summary Predecessor Historical financial and operating data for the nine months ended September 30, 2003 and Dells/Sandusky Historical financial and operating data as of September 30, 2004 and for the nine months ended September 30, 2004 and 2003, are derived from, and are qualified in their entirety by, the unaudited Great Lakes Predecessor and Dells/Sandusky financial statements. In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. Historical results are not necessarily indicative of the results to be expected in the future. You should read the following summary financial and other data together with “Business,” “Selected Financial and Other Data,” “Unaudited Pro Forma Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Great Lakes Predecessor and Dells/Sandusky financial statements and related notes appearing elsewhere in this prospectus.

      The unaudited summary pro forma financial and operating data for the year ended December 31, 2003 and the nine months ended September 30, 2004 have been prepared to give pro forma effect to this offering and the formation transactions as if they had occurred on January 1, 2003. The unaudited pro forma balance sheet data as of September 30, 2004 has been prepared to give effect to this offering and the formation transactions as if they had occurred on September 30, 2004. The unaudited summary combined pro forma financial data are for informational purposes only and should not be considered indicative of actual results that would have been achieved had this offering and the formation transactions actually been consummated on January 1, 2003 and do not purport to indicate results of operations as of any future date or for any future period. You should read the summary combined pro forma data in conjunction with “Unaudited Pro Forma Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Great Lakes Predecessor and Dells/Sandusky financial statements and related notes appearing elsewhere in this prospectus.

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		Year Ended December 31,
		2003									2002						2001
		Consolidated						Dells/						Dells/						Dells/
		Pro Forma			Predecessor(1)(6)			Sandusky			Predecessor			Sandusky			Predecessor			Sandusky
		(dollars in thousands, except per share amounts and operating data)
Statement of Operations Data:
Revenues:
	Rooms		$47,973			$20,231			$29,172			$1,454			$28,995			$1,619			$25,650
	Food, beverage and other		20,947			9,580			11,546			234			11,432			482			8,988
	Management and other fees		—			3,109			—			3,329			—			3,022			—
	Other revenue from managed properties(2)		—			14,904			—			14,808			—			13,286			—
Total revenues			68,920			47,824			40,718			19,825			40,427			18,409			34,638
Operating expenses:
Departmental expenses
	Rooms		7,576			3,591			4,311			321			4,453			356			4,011
	Food, beverage and other		17,589			8,722			9,009			144			9,043			153			7,500
Other operating expenses:
	Selling, general and administrative		16,080			11,706			7,557			4,356			6,542			4,056			7,629
	Property operating costs		10,252			5,671			4,969			901			4,257			275			3,862
	Depreciation and amortization		15,327			8,045			8,090			602			8,414			531			8,764
	Other expenses from managed properties(2)		—			14,904			—			14,808			—			13,286			—
Total operating expenses			66,824			52,639			33,936			21,132			32,709			18,657			31,766
Operating income (loss)			2,096			(4,815	)		6,782			(1,307	)		7,718			(248	)		2,872
Interest expense			3,318			4,758			4,818			560			5,055			792			5,316
Income (loss) from continuing operations			(646	)		(6,807	)		2,116			(6,412	)		2,822			(588	)		(2,214	)
Net income (loss)			$(646	)		$(4,543	)		$2,116			$(6,755	)		$2,822			$(1,177	)		$(2,214	)
Pro forma basic loss per share(3)			$(0.02	)
Pro forma diluted loss per share(3)			$(0.02	)
Pro forma weighted average common shares outstanding—basic and diluted			28,171,001
Cash Flows Data:
Cash flows from:
	Operating activities					$8,126			$10,866			$376			$11,360			$5,580			$9,285
	Investing activities					$(64,280	)		$(4,753	)		$(46,276	)		$(5,323	)		$(9,166	)		$(39,189	)
	Financing activities					$54,854			$(6,392	)		$49,797			$(7,155	)		$2,822			$31,131
Balance Sheet Data (end of period):
Total assets						$173,494			$90,365			$106,751			$93,638			$54,191			$97,314
Total long-term debt						$105,841			$77,828			$42,764			$78,050			$14,643			$76,360
Long-term debt secured by assets held for sale						$14,220						$31,564						$34,193
Non-GAAP Financial Data:
EBITDA(4)			$17,423			$12,439			$14,872			$334			$16,132			$6,287			$11,636
Operating Data:
Total resorts open (end of period)			4
Total rooms (end of period)			1,142
Occupancy			64.1	%
Average daily rate			$210.07
Revenue per available room			$134.67
Total revenue per occupied room			$301.79

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		Nine Months Ended September 30,
		2004									2003
		Consolidated
		Pro Forma			Predecessor(1)			Dells/Sandusky			Predecessor(1)			Dells/Sandusky
		(dollars in thousands, except per share amounts and operating data)
Statement of Operations Data:
Revenues:
	Rooms		$49,595			$27,137			$23,702			$14,869			$23,682
	Food, beverage and other		22,063			12,979			9,239			6,931			9,166
	Management and other fees		—			2,497			—			2,515			—
	Other revenue from managed properties(2)		—			11,040			—			10,707			—
Total revenues			71,658			53,653			32,941			35,022			32,848
Operating expenses:
Departmental expenses
	Rooms		7,190			4,134			3,342			2,392			3,336
	Food, beverage and other		17,763			10,579			7,335			5,862			6,943
Other operating expenses:
	Selling, general and administrative		18,537			15,014			6,182			8,131			5,490
	Property operating costs		9,746			6,145			3,939			4,223			3,636
	Depreciation and amortization		15,105			9,490			5,552			4,675			5,752
	Other expenses from managed properties(2)		—			11,040			—			10,707			—
Total operating expenses			68,341			56,402			26,350			35,990			25,157
Operating income (loss)			3,317			(2,749	)		6,591			(968	)		7,691
Interest expense			4,265			4,755			3,529			2,635			3,614
Income (loss) from continuing operations			(465	)		(6,825	)		3,167			(784	)		4,189
Net income (loss)			$(465	)		$(4,961	)		$3,167			$1,177			$4,189
Pro forma basic loss per share(3)			$(0.02	)
Pro forma diluted loss per share(3)			$(0.02	)
Pro forma weighted average common shares outstanding—basic and diluted			28,171,001
Cash Flows Data:
Cash flows from:
	Operating activities					$(1,727	)		$6,549			$7,973			$9,276
	Investing activities					$(39,809	)		$(658	)		$(31,360	)		$(2,880	)
	Financing activities					$40,447			$(5,968	)		$22,102			$(6,493	)
Balance Sheet Data (end of period):
Total assets			$483,767			$207,963			$86,000
Total long-term debt			$123,055			$138,877			$76,035
Non-GAAP Financial Data:
EBITDA(4)			$18,422			$9,738			$12,143			$12,113			$13,443
Operating Data:
Total resorts open (end of period)			5
Total rooms (end of period)			1,325
Occupancy(5)			69.8	%
Average daily rate(5)			$213.20
Revenue per available room(5)			$148.82
Total revenue per occupied room(5)			$302.29

(1)	Includes the operations of our Traverse City, Kansas City and Sheboygan resorts that opened in March 2003, May 2003 and June 2004, respectively.
(2)	Reflects reimbursement of payroll, benefits and costs related to the operations of properties managed by Predecessor.
(3)	Pro forma basic and diluted loss per share are computed assuming this offering was consummated as of the first day of the period presented and equals pro forma net loss divided by the number of shares of our common stock expected to be outstanding after this offering.

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(4)	EBITDA is a supplemental non-GAAP financial measure. EBITDA is commonly defined as net income plus (a) interest expense, (b) income taxes and (c) depreciation and amortization.
	We believe EBITDA is useful to an investor in evaluating our operating performance because:
	• a significant portion of our assets consists of property and equipment that are depreciated over their remaining useful lives in accordance with GAAP. Because depreciation and amortization are non-cash items, we believe that presentation of EBITDA is a useful measure of our operating performance;
	• it is widely used in the hospitality and entertainment industries to measure operating performance without regard to items such as minority interests and gain on sale of real estate; and
	• we believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the impact of items directly resulting from our asset base, primarily depreciation and amortization, from our operating results.
	Our management uses EBITDA:
	• as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis as it removes the impact of items directly resulting from our asset base, primarily depreciation and amortization and non-recurring or unusual items, from our operating results;
	• for planning purposes, including the preparation of our annual operating budget;
	• as a valuation measure for evaluating our operating performance and our capacity to incur and service debt, fund capital expenditures and expand our business; and
	• as one measure in determining the value of other acquisitions and dispositions.
	We also expect that covenants in our new revolving credit facility will require us to meet financial tests based upon EBITDA. We expect our revolving credit facility will have customary financial and operating debt compliance covenants, such as:
	• a maximum amount of indebtedness we may incur under the facility at an advance rate of 3.75 multiplied by the combined EBITDA (adjusted for non-recurring items, unusual items, infrequent items and asset impairment charges) of the two resorts securing the facility;
	• a maximum level of the amount of our total debt equal to 5.75 times our total EBITDA (adjusted for non- recurring items, unusual items, infrequent items, non-cash employee compensation expense and asset impairment charges and adjusted to reflect an estimated full year of operating results for resorts open less than a year);
	• a minimum interest coverage ratio, representing our total EBITDA (adjusted for non-recurring items, unusual items, infrequent items, non-cash employee compensation expense and asset impairment charges and adjusted to reflect an estimated full year of operating results for resorts open less than a year) divided by our total interest expense, of 2.0;
	• a minimum fixed charge coverage ratio, representing our total EBITDA (adjusted for non-recurring items, unusual items, infrequent items, non-cash employee compensation expense and asset impairment charges and adjusted to reflect an estimated full year of operating results for resorts open less than a year) divided by our total fixed charges, of 1.5; and
	• limitations on our ability to pay dividends.
	EBITDA as calculated by us is not necessarily comparable to similarly titled measures used by other companies. In addition, EBITDA (a) does not represent net income or cash flows from operations as defined by GAAP; (b) is not necessarily indicative of cash available to fund our cash flow needs; and

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(c) should not be considered as an alternative to net income, operating income, cash flows from operating activities or our other financial information as determined under GAAP.

The tables shown below reconcile net loss to EBITDA for the periods presented (dollars in thousands).

		Consolidated Pro Forma
		Nine Months Ended			Year Ended
		September 30, 2004			December 31, 2003
Net (loss)			$(465	)		$(646	)
Adjustments:
	Interest expense, net		4,092			3,173
	Income tax expense (benefit)		(310	)		(431	)
	Depreciation and amortization		15,105			15,327
EBITDA		$	18,422		$	17,423

		Predecessor
		Nine Months
		Ended September 30,					Year ended December 31,
		2004			2003		2003			2002			2001
Net income (loss)			$(4,961	)		$1,177		$(4,543	)		$(6,755	)		$(1,177	)
Adjustments:
	Interest expense, net		5,130			4,205		6,542			2,920			3,468
	Income tax expense		—			—		—			—			—
	Depreciation and amortization		9,569			6,731		10,440			4,169			3,996
EBITDA			$9,738			$12,113		$12,439			$334			$6,287

		Dells/Sandusky
		Nine Months
		Ended September 30,				Year ended December 31,
		2004		2003		2003		2002		2001
Net income (loss)			$3,167		$4,189		$2,116		$2,822		$(2,214	)
Adjustments:
	Interest expense, net		3,424		3,502		4,666		4,896		5,086
	Income tax expense		—		—		—		—		—
	Depreciation and amortization		5,552		5,752		8,090		8,414		8,764
EBITDA			$12,143		$13,443		$14,872		$16,132		$11,636

(5)	Includes only the results for our four resorts that were open during the entire period.
(6)	As restated — see Note 11 to Predecessor’s combined financial statements.

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RISK FACTORS

      Investment in our common stock involves risks. You should carefully consider the following risk factors in addition to other information contained in this prospectus before purchasing the common stock we are offering. The occurrence of any of the following risks might cause you to lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Forward-Looking Statements.”

Risks Related to Our Business

We may not be able to develop new resorts or further develop existing resorts on a timely or cost efficient basis, which would adversely affect our growth strategy.

      As part of our growth strategy, we intend to develop additional resorts and to further expand our existing resorts. Development involves substantial risks, including the following risks:

• development costs may exceed budgeted or contracted amounts;

• delays in completion of construction;

• failure to obtain all necessary zoning, land use, occupancy, construction, operating and other required governmental permits and authorizations;

• changes in real estate, zoning, land use, environmental and tax laws;

• unavailability of financing on favorable terms;

• failure of developed properties to achieve desired revenue or profitability levels once opened;

• competition for suitable development sites from competitors that may have greater financial resources or risk tolerance than we do; and

• the incurrence of substantial costs in the event a development project must be abandoned prior to completion.

In particular, resort construction projects entail significant risks, including shortages of design and construction expertise, materials or skilled labor, unforeseen engineering, environmental or geological problems, work stoppages, weather interference, floods and unanticipated cost increases. There are also a limited number of suppliers and manufacturers of the equipment we use in our indoor waterparks. We may not be able to successfully manage our development to minimize these risks, and there can be no assurance that present or future developments will perform in accordance with our previous developments or our expectations.

We compete with other family vacation travel destinations and resorts.

      Our resorts compete with other forms of family vacation travel, including theme, water and amusement parks and other recreational activities. Our business is also subject to factors that affect the recreation and leisure and resort industries generally, such as general economic conditions and changes in consumer spending habits. We believe the principal competitive factors of a family entertainment resort include location, room rates, name recognition, reputation, the uniqueness and perceived quality of the attractions and amenities, the atmosphere and cleanliness of the attractions and amenities, the quality of the lodging accommodations, the quality of the food and beverage service, convenience, service levels and reservation systems.

      We anticipate that competition within some of our markets will increase in the foreseeable future. A number of other resort operators are developing family entertainment resorts with indoor waterparks that will compete with some or all of our resorts. In particular, one of our current competitors is constructing a resort in the Sandusky market. We compete for guests and for new development sites with certain of these entities that may have greater financial resources than we do and better relationships with lenders and sellers of real estate. These entities may be able to accept more risk than we can prudently manage and may have greater marketing and financial resources. Further, there can be no assurance that new or existing competitors will not

16

significantly reduce their rates or offer greater convenience, services or amenities, significantly expand or improve resorts, including the addition of “thrill rides,” in markets in which we operate. Such events could materially adversely affect our business and results of operations.

We may not be able to manage our expected growth, which could adversely affect our operating results.

      Since 1999, we have experienced substantial growth as we have grown from operating one resort to currently owning and operating five resorts with two additional owned resorts scheduled to open in 2005 and a licensed resort that we will manage scheduled to open in 2006. We intend to continue to develop additional resorts and manage additional licensed resorts owned by third parties. Our anticipated growth could place a strain on our management, employees and operations. Our growth has increased our operating complexity and the level of responsibility for new and existing management. Our ability to compete effectively and to manage our recent and future growth effectively will depend on our ability to implement and improve financial and management information systems on a timely basis and to effect changes in our business, such as implementing internal controls to handle the increased size of our operations and hiring, training, developing and managing an increasing number of experienced management-level and other employees. Unexpected difficulties during expansion, the failure to attract and retain qualified employees or our inability to respond effectively to recent growth or plan for future expansion, could adversely affect our results of operations.

Accidents or injuries in our resorts, particularly in our waterparks, may subject us to liability, and accidents or injuries at our resorts or at competing resorts with waterparks could adversely affect our safety reputation and attendance, which would harm our business, financial condition and results of operations.

      There are inherent risks of accidents or injuries at family entertainment resorts, including accidents or injuries at waterparks, particularly for small children if their parents do not provide appropriate supervision. Despite our emphasis on safety, the lifeguards in our indoor waterparks and our other resort staff cannot prevent every accident or injury. Potential waterpark accidents and injuries include falls, cuts or other abrasions, sickness from contaminated water, injuries resulting from equipment malfunctions and drownings. One or more accidents or injuries at any of our waterparks or at other waterparks could reduce attendance at our resorts, adversely affect our safety reputation among our potential customers, decrease our overall occupancy rates and increase our costs by requiring us to take additional measures to make our safety precautions even more visible and effective.

      If accidents or injuries occur at any of our resorts, we may be held liable for costs related to the injuries. We maintain insurance of the type and in the amounts that we believe are commercially reasonable and that are available to businesses in our industry, but there can be no assurance that our liability insurance will be adequate or available at all times and in all circumstances to cover any liability for these costs. Our business, financial condition and results of operations would be adversely affected to the extent claims and associated expenses resulting from accidents or injuries exceed our insurance recoveries.

We and our predecessor entities have a history of losses and we may not be able to achieve or sustain profitability.

      Our predecessor entities incurred net losses in the nine months ended September 30, 2004 and in each of the three years ended December 31, 2003, 2002 and 2001. In addition, on a pro forma basis, we incurred a net loss for the year ended December 31, 2003 and for the nine months ended September 30, 2004. We cannot guarantee that we will become profitable. Given the increasing competition in our industry and capital intensive nature of our business, we may not be able to sustain or increase profitability on a quarterly or annual basis, and our failure to do so would adversely affect our business and financial condition.

Our business is dependent upon family vacation patterns, which may cause fluctuations in our revenues.

      Since most families with small children choose to take vacations during school breaks and on weekends, our occupancy is highest on the weekends and during months with prolonged school breaks, such as the

17

summer months and spring break weeks in March and April. Our occupancy is lowest during May and September as children return to school following these prolonged breaks. As a result of these family vacation patterns, our revenues may fluctuate. We may be required to enter into short-term borrowings in slower periods in order to offset such fluctuations in revenues and to fund our anticipated obligations. In addition, adverse events occurring during our peak occupancy periods would have an increased impact on our results of operations.

We may not be able to attract a significant number of customers from our key target markets, which would adversely affect our business, financial condition and results of operations.

      Our strategy emphasizes attracting and retaining customers from the local, or drive-to, markets within a convenient driving distance from each of our resorts. Any resorts we develop in the future are similarly likely to be dependent primarily on the markets in the immediate vicinity of such resorts. There can be no assurance that we will be able to continue to attract a sufficient number of customers in our local markets to make our resort operations profitable. If we fail to do so, our business, financial condition and results of operations would be adversely affected.

Because we concentrate in a single industry segment, we may be adversely affected by a downturn in that industry segment.

      Our assets and operations are concentrated in a single industry segment—family entertainment resorts. Our current strategy is to expand the number of our resorts and improve our existing resorts. Therefore, a downturn in the entertainment, travel or vacation industries, in general, and the family entertainment resort segment, in particular, could have an adverse effect on our business and financial condition.

Changes in consumer spending habits may affect our growth, financial condition and results of operations.

      The success of our operations depends to a significant extent upon a number of factors relating to discretionary consumer spending, including economic conditions affecting disposable consumer income such as employment, business conditions, interest rates and taxation. There can be no assurance that consumer spending will not be adversely affected by economic conditions, thereby impacting our growth, financial condition and results of operations.

Increases in operating costs and other expense items could reduce our operating margins and adversely affect our growth, financial condition and results of operations.

      Increases in operating costs due to inflation and other factors may not be directly offset by increased room and other revenue. Our most significant operating costs are our labor, energy, insurance and property taxes. Many, and in some cases all, of the factors affecting these costs are beyond our control. These costs represented approximately 38% and 36% of our overall costs for the year ended December 31, 2003 and the nine months ended September 30, 2004, respectively.

      Labor is our primary resort-level operating expense. As of September 30, 2004, we employed approximately 1,600 hourly-wage and salaried employees in our resorts. If we face labor shortages or increased labor costs because of increased competition for employees, higher employee turnover rates or increases in the federal minimum wage or other employee benefits costs (including costs associated with health insurance coverage), our operating expenses could increase and our growth could be adversely affected. Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified employees, including resort managers, lifeguards, waterpark maintenance professionals and resort staff, necessary to keep pace with our expansion schedule. The number of qualified individuals needed to fill these positions is in short supply in some areas. Although we have not yet experienced any significant problems in recruiting or retaining employees, any future inability to recruit and retain sufficient individuals may delay the planned openings of new resorts. Competition for qualified employees could also require us to pay higher wages to attract a sufficient number of employees.

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      Energy costs also account for a significant portion of our total resort-level operating expenses. The price of energy is volatile, and shortages sometimes occur. Significant increases in the cost of energy, or shortages of energy, could interrupt or curtail our operations and lower our operating margins.

      The costs for maintaining adequate insurance coverage fluctuate and are generally beyond our control. If insurance rates increase and we are not able to pass along those increased costs to our customers through higher room rates and amenity costs, our operating margins could suffer.

      Each of our resorts is subject to real and personal property taxes. The real and personal property taxes on our resorts may increase or decrease as tax rates change and as our resorts are assessed or reassessed by taxing authorities. If property taxes increase and we are unable to pass these increased costs along to our customers through higher room rates and amenity costs, our financial condition and results of operations may be adversely affected.

The covenants in our new revolving credit facility will likely impose significant restrictions on us.

      We anticipate that the terms of our revolving credit facility that we intend to enter into concurrently with this offering will impose significant operating and financial restrictions on us and our subsidiaries and require us to meet certain financial tests. These restrictions could also have a negative impact on our business, financial condition and results of operations by significantly limiting or prohibiting us from engaging in certain transactions, including:

• incurring or guaranteeing additional indebtedness;

• paying dividends or making distributions or certain other restricted payments;

• making capital expenditures and other investments;

• creating liens on our assets;

• issuing or selling capital stock of our subsidiaries;

• transferring or selling assets currently held by us;

• repurchasing stock and certain indebtedness;

• engaging in transactions with affiliates;

• entering into any agreements that restrict dividends from our subsidiaries; and

• engaging in mergers or consolidations.

      The failure to comply with any of these covenants could cause a default under our other debt agreements. Furthermore, our revolving credit facility will likely contain certain financial covenants, including establishing a maximum leverage ratio and requiring us to maintain a minimum interest coverage ratio and a funded senior debt to current assets ratio, which, if not maintained by us, would cause us to be in default under the revolving credit facility. Any of these defaults, if not waived, could result in the acceleration of all of our debt, in which case the debt would become immediately due and payable. If this occurs, we may not be able to repay our debt or borrow sufficient funds to refinance it.

We may not be able to obtain additional financing on favorable terms, if at all.

      We expect that we will require additional financing over time, the amount of which will depend on a number of factors, including the number of resorts we construct, additions to our current resorts and the cash flow generated by our resorts. The terms of any additional financing we may be able to procure are unknown at this time. Our access to third-party sources of capital depends, in part, on:

• general market conditions;

• the market’s perception of our growth potential;

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• our then-current debt levels;

• our then-current and expected future earnings;

• our cash flow; and

• the market price per share of our common stock.

Any future debt financing or issuances of preferred stock that we may make will be senior to the rights of holders of our common stock, and any future issuances of common stock will result in the dilution of the then-existing stockholders’ proportionate equity interest.

Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition and our cash flow, and there are a limited number of insurers that will underwrite coverage for resorts with indoor waterparks.

      We will maintain comprehensive liability, fire, flood (where appropriate) and extended coverage insurance with respect to our resorts with policy specifications, limits and deductibles that we believe are commercially reasonable for our operations and are available to businesses in our industry. Certain types of losses, however, may be either uninsurable or not economically insurable, such as losses due to earthquakes, riots, acts of war or terrorism. Should an uninsured loss occur, we could lose both our investment in, and anticipated profits and cash flow from, a resort. If any such loss is insured, we may be required to pay a significant deductible on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss or the amount of the loss may exceed our coverage for the loss. In addition, we may not be able to obtain insurance in the future at acceptable rates, or at all, and insurance may not be available to us on favorable terms or at all, including insurance for the construction and development of our resorts, especially since there are a limited number of insurance companies that underwrite insurance for indoor waterparks.

We will be required to make certain capital expenditures to maintain the quality of our resorts, which could adversely affect our financial condition and results of operations.

      Our resorts have an ongoing need for renovations and other capital improvements, including periodic replacement of furniture, fixtures and equipment. The cost of such capital improvements could have an adverse effect on our financial condition and results of operations. Such renovations involve certain risks, including the possibility of environmental problems, construction cost overruns and delays, the possibility that we will not have available cash to fund renovations or that financing for renovations will not be available on favorable terms, if at all, uncertainties as to market demand or deterioration in market demand after commencement of renovation and the emergence of unanticipated competition from other entities. If we are unable to meet our capital expenditure needs, we may not be able to maintain the quality of our resorts.

We may not be able to adequately protect our intellectual property, which could harm the value of our brands and adversely affect our business.

      The success of our resorts depends in part on our brands, logos and branded merchandise. We rely on a combination of trademarks, copyrights, service marks, trade secrets and similar intellectual property rights to protect our brands, logos, branded merchandise and other intellectual property. The success of our growth strategy depends on our continued ability to use our existing trademarks and service marks in order to increase brand awareness and further develop our brand in both domestic and international markets. We also use our trademarks and other intellectual property on the Internet. If our efforts to protect our intellectual property are not adequate, or if any third party misappropriates or infringes on our intellectual property, either in print or on the Internet, the value of our brands may be harmed, which could have a material adverse effect on our business, including the failure of our brands, logos and branded merchandise to achieve and maintain market acceptance.

      We have licensed our Great Wolf Lodge brand and intend to further license the brand in international markets. While we try to ensure that the quality of our brand is maintained by our current licensee, and will be

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maintained by any future licensees, we cannot assure you that these licensees will not take actions that adversely affect the value of our intellectual property or reputation.

      We have registered certain trademarks and have other trademark registrations pending in the United States and foreign jurisdictions. There is no guarantee that our trademark applications will be granted. In addition, the trademarks that we currently use have not been registered in all of the countries in which we do, or intend to do, business and may never be registered in all of these countries. We cannot assure you that we will be able to adequately protect our trademarks or that our use of these trademarks will not result in liability for trademark infringement, trademark dilution or unfair competition.

      We cannot assure you that all of the steps we have taken to protect our intellectual property in the United States and foreign countries will be adequate. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States.

Our operations may be adversely affected by extreme weather conditions and the impact of disasters.

      We currently operate, and in the future intend to operate, our resorts in a number of different markets, each of which is subject to local weather patterns and their effects on our resorts, especially our guests’ ability to travel to our resorts. Extreme weather conditions can from time to time have an adverse impact upon individual resorts or particular regions. Our resorts are also vulnerable to the effects of destructive forces, such as fire, storms, high winds and flooding and any other occurrence that could affect the supply of water or electricity to our resorts. Although our resorts are insured against property damage, damages resulting from acts of God or otherwise may exceed the limits of our insurance coverage or be outside the scope of that coverage.

Compliance with the Americans with Disabilities Act and other governmental regulations and changes in governmental rules and regulations may adversely affect our financial condition and results of operations.

      Under the Americans with Disabilities Act of 1990, or the ADA, all public accommodations are required to meet certain federal requirements related to access and use by disabled persons. While we believe that our resorts are substantially in compliance with these requirements, we have not conducted an audit or investigation of all of our resorts to determine our compliance. A determination that we are not in compliance with the ADA could result in the imposition of fines or an award of damages to private litigants. We cannot predict the ultimate cost of compliance with the ADA.

      The resort industry is also subject to numerous federal, state and local governmental regulations including those related to building and zoning requirements, and we are subject to laws governing our relationship with our employees, including minimum wage requirements, overtime, working conditions and work permit requirements. In addition, changes in governmental rules and regulations or enforcement policies affecting the use and operation of our resorts, including changes to building codes and fire and life safety codes, may occur. If we were required to make substantial modifications at our resorts to comply with the ADA, other governmental regulations or changes in governmental rules and regulations, our financial condition and results of operations could be adversely affected.

The illiquidity of real estate may make it difficult for us to dispose of one or more of our resorts.

      We may from time to time decide to dispose of one or more of our real estate assets. Because real estate holdings generally, and family entertainment resorts like ours in particular, are relatively illiquid, we may not be able to dispose of one or more real estate assets on a timely basis or at a favorable price. The illiquidity of our real estate assets could mean that we continue to operate a facility that management has identified for disposition. Failure to dispose of a real estate asset in a timely fashion, or at all, could adversely affect our business, financial condition and results of operations.

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We face possible liability for environmental cleanup costs and damages for contamination related to our properties, which could adversely affect our business, financial condition and results of operations.

      Our operations and properties are subject to federal, state and local laws and regulations relating to the protection of the environment, natural resources and worker health and safety, including laws and regulations governing and creating liability relating to the management, storage and disposal of hazardous substances and other regulated materials. Our properties are also subject to various environmental laws and regulations that govern certain aspects of our on-going operations. These laws and regulations control such things as the nature and volume of our wastewater discharges, quality of our water supply and our waste management practices. The costs of complying with these requirements, as they now exist or may be altered in the future, could adversely affect our financial condition and results of operations.

      Because we own and operate real property, various federal, state and local laws may impose liability on us for the costs of removing or remediating various hazardous substances, including substances that may be currently unknown to us, that may have been released on or in our property or disposed by us at third-party locations. The principal federal laws relating to environmental contamination and associated liabilities that could affect us are the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act; state and local governments have also adopted separate but similar environmental laws and regulations that vary from state to state and locality to locality. These laws may impose liability jointly and severally, without regard to fault and whether or not we knew of or caused the release. The presence of hazardous substances on a property or the failure to meet environmental regulatory requirements may materially adversely affect our ability to use or sell the property, or to use the property as collateral for borrowing, and may cause us to incur substantial remediation or compliance costs. In addition, if hazardous substances are located on or released from one of our properties, we could incur substantial liabilities through a private party personal injury claim, a claim by an adjacent property owner for property damage or a claim by a governmental entity for other damages, such as natural resource damages. This liability may be imposed on us under environmental laws or common-law principles.

      We obtain environmental assessment reports on the properties we own or operate as we deem appropriate. These reports have not revealed any environmental liability or compliance concerns that we believe would materially adversely affect our financial condition or results of operations. However, the environmental assessments that we have undertaken might not have revealed all potential environmental liabilities or claims for such liabilities. It is also possible that future laws, ordinances or regulations or changed interpretations of existing laws and regulations will impose material environmental liability or compliance costs on us, that the current environmental conditions of properties we own or operate will be affected by other properties in the vicinity or by the actions of third parties unrelated to us or that our guests could introduce hazardous or toxic substances into the resorts we own or manage without our knowledge and expose us to liability under federal or state environmental laws. The costs of defending these claims, complying with as yet unidentified requirements, conducting this environmental remediation or responding to such changed conditions could adversely affect our financial condition and results of operations.

      Some of our resort properties may have contained, or are adjacent to or near other properties that have contained or currently contain underground storage tanks for the storage of petroleum products or other hazardous or toxic substances. If hazardous or toxic substances were released from these tanks, we could incur significant costs or, with respect to tanks on our property, be liable to third parties with respect to the releases.

      On occasion, we may elect to develop properties that have had a history of industrial activities and/or historical environmental contamination. Where such opportunities arise, we engage third-party experts to evaluate the extent of contamination, the scope of any needed environmental clean-up work, and available measures (such as creation of barriers over residual contamination and deed restrictions prohibiting groundwater use or disturbance of the soil) for ensuring that planned development and future property uses will not present unacceptable human health or environmental risks or exposure to liabilities. If those environmental assessments indicate that the development opportunities are acceptable, we also work with appropriate governmental agencies and obtain their approvals of planned site clean-up, development activities and the proposed future property

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uses. We have followed that process in connection with the development of our Blue Harbor Resort in Sheboygan, Wisconsin where the City of Sheboygan has arranged for environmental clean-up work and ongoing groundwater monitoring and we have agreed to the use of a barrier preventing contact with residual contamination and implementation of a deed restriction limiting site activities. To our knowledge, our work at our Sheboygan resort has been conducted in accordance with requirements imposed by the Wisconsin Department of Natural Resources. Based on these efforts, we are not aware of any environmental liability or compliance concerns at our Sheboygan resort that we believe would materially adversely affect our financial conditions or results of operations. It is possible, however, that our efforts have not identified all environmental conditions at the property or that environmental conditions and liabilities associated with the property could change in the future.

      Future acquisitions of properties subject to environmental requirements or affected by environmental contamination could require us to incur substantial costs relating to such matters. In addition, environmental laws, regulations, wetlands, endangered species and other land use and natural resource issues affecting either currently owned properties or sites identified as possible future acquisitions may increase costs associated with future site development and construction activities or business or expansion opportunities, prevent, delay, alter or interfere with such plans or otherwise adversely affect such plans.

Regulation of the marketing and sale of condominiums, including a prior offer of condominiums at our Blue Harbor Resort, could adversely affect our business.

      Our marketing and sales of condominium units are subject to extensive regulation by the federal government and the states in which our condominiums are marketed and sold. On a federal level, the Federal Trade Commission Act prohibits unfair or deceptive acts or competition in interstate commerce. Other federal legislation to which we are or may be subject includes the Interstate Land Sales Full Disclosure Act, the Real Estate Settlement Practices Act and the Fair Housing Act. In addition, many states have adopted specific laws and regulations regarding the sale of condominiums. For example, certain state laws grant the purchaser the right to cancel a contract of purchase within a specified period following the earlier of the date the contract was signed or the date the purchaser has received the last of the documents required to be provided by the seller. No assurance can be given that the cost of qualifying under condominium regulations in all jurisdictions in which we desire to conduct sales will not be significant. The failure to comply with such laws or regulations could adversely affect our business, financial condition and results of operations.

      There can be no assurance that prior or future sales of our condominium units will not be considered offers or sales of “securities” under federal law or the state law in the states where we desire to, or do, conduct sales or in which our properties are located. If such interests were considered to be securities, we would be required to comply with applicable state and federal securities laws, including laws pertaining to registration or qualification of securities, licensing of salespeople and other matters. There can be no assurance that we will be able to comply with the applicable state and federal securities requirements, and if the offers or sales of our condominium units are deemed to be offers or sales of securities, such a determination may create liabilities or contingencies that could have an adverse effect on our operations, including possible rescission rights relating to the units that have been sold, which, if exercised, could result in losses and would adversely affect our business, financial condition and results of operations.

      In particular, it is possible that the prior offer of condominiums at our Sheboygan resort by Blue Harbor Resort Condominium, LLC, a former subsidiary of Great Lakes that we refer to as Condo LLC, may not have been in compliance with federal and state securities laws. Prior to this offering, interests in Condo LLC held by Great Lakes were distributed to Great Lakes’ shareholders. Although Condo LLC has taken steps to correct any potential securities laws issues in connection with these offers, we are not acquiring Condo LLC as a part of the formation transactions. We cannot assure you that we would not be held liable to some extent for the offers made by Condo LLC or that the indemnification obligations of the Great Lakes’ principals to us would be sufficient to cover any such liabilities.

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Certain of our existing stockholders will exercise considerable influence over the company after this offering.

      It is expected that after consummating our formation transactions and this offering, Messrs. Lund, Neviaser, Sather, Stark and Vaccaro and Ms. Schaefer, the founding shareholders of Great Lakes, will beneficially own approximately 29% of the outstanding shares of our common stock and, together with our other executive officers and directors as a group, will beneficially own approximately 30% of the outstanding shares of our common stock. By reason of such holdings, these stockholders acting as a group will be able to exercise significant influence over our affairs and policies, including the election of our board of directors and matters submitted to a vote of our stockholders such as mergers and significant asset sales, and their interests might not be consistent with the interests of other stockholders.

We have not obtained appraisals of our resorts in connection with this offering and the consideration paid by us in the formation transactions may exceed their fair market value.

      We have not obtained any third-party appraisals of the resorts and other assets to be purchased by us in the formation transactions, nor any independent third-party valuation opinions in connection with the formation transactions. In connection with the formation transactions, Great Lakes retained an independent financial advisory firm to render an opinion as to the fairness of the method used in allocating cash and shares of our common stock among the resort-owning entities and the management company. The value of the shares that we will issue in the formation transactions will increase or decrease if our common stock is priced above or below the mid-point of the range of prices shown on the front cover of this prospectus. The initial public offering price of our common stock will be determined in consultation with the underwriters. Among the factors that will be considered are our record of operations, our management, our estimated net income, our estimated revenues, our growth prospects, the current market valuations and financial performance of publicly traded companies considered by us and the underwriters to be comparable to us and the current state of the resort industry and the economy as a whole. The initial public offering price does not necessarily bear any relationship to our book value or the fair market value of our assets. As a result, the consideration to be paid in the formation transactions may exceed the fair market value of these interests and assets.

There were no arm’s-length negotiations with respect to the terms of the formation transactions.

      There were no arm’s-length negotiations with the owners of our predecessor companies with respect to terms of the formation transactions. The agreements entered into with the owners of our predecessor companies may contain provisions that are less favorable to us than those found in similar agreements negotiated at arm’s length. In particular, the founding shareholders of our predecessor companies had significant control over the representations and warranties made to us in the formation transaction agreements, as well as the representations and warranties and indemnity cap in their indemnity agreements. In addition, the founding shareholders, who had significant influence in structuring the formation transactions, had pre-existing ownership interests in resorts and will receive substantial economic benefits as a result of the formation transactions. Further, in the course of structuring the formation transactions, such founding shareholders had the ability to influence the type and level of benefits that they and our other executive officers will receive from us.

We may assume unknown liabilities in connection with the formation transactions.

      As part of the formation transactions, we will acquire our predecessor companies subject to existing liabilities, some of which may be unknown at the time this offering is consummated. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims of vendors or other persons dealing with the entities prior to this offering (that had not been asserted or threatened prior to this offering), tax liabilities and accrued but unpaid liabilities incurred in the ordinary course of business. The founding shareholders of our predecessor companies have agreed to indemnify us with respect to claims for breaches of representations and warranties brought by us within one year of the consummation of this offering, subject to certain limitations. Many liabilities may not be identified within the one-year period and we may have no recourse against the founding shareholders or these entities for such liabilities.

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      With respect to each shareholder, the maximum indemnification obligation under these agreements will not exceed 35% of the value of the shares of our common stock received by that shareholder in the formation transactions based on the initial public offering price. Based on the mid-point of the estimated range shown on the cover of this prospectus, the maximum amount of the indemnification obligations under these agreements will equal approximately $42.3 million in the aggregate. To the extent required, these shareholders may fulfill the indemnity obligations under the agreements solely through delivery of shares of common stock that they own, valued at the time of delivery, or an equivalent amount of cash. However, if any of these shareholders chooses to fulfill the indemnity obligation under the agreement through the delivery of shares, the maximum number of shares such shareholder will be obligated to deliver is 35% of the number of shares such shareholder receives in the formation transactions. As a result, there may be a significant shortfall in relation to the actual costs incurred from the indemnifiable event for which we will have no recourse against these shareholders. Five of the founding shareholders are expected to receive personal loans from an affiliate of Citigroup Global Markets Inc. that will be secured by a pledge of all the shares of our common stock received by each in the formation transactions. Accordingly, as these shares may not be available to the founding shareholders, the founding shareholders may be required to satisfy any indemnification obligations under these agreements in cash. There is no assurance that the founding shareholders will have adequate cash resources to satisfy their indemnification obligations under these agreements if necessary.

We may issue partnership interests in the future that may be dilutive to, and may have preferential rights over, our common stockholders.

      We have formed a wholly owned operating partnership to serve as the sole member of each of the surviving resort-owning entities. We are the limited partner of the partnership and the sole general partner of the partnership is a new wholly owned subsidiary that we have formed for that purpose. We have formed the operating partnership to provide flexibility for future transactions as we execute our growth strategy. We believe that the ability to issue partnership units will enable us to acquire assets from sellers seeking certain tax treatment. While we do not anticipate issuing any interests in the operating partnership as part of the formation transactions or in the foreseeable future, other than interests issued to us and the newly formed general partner, we may issue such interests in the future. These additional interests may include preferred limited partnership units. Any partnership interests that we issue may be entitled to distributions of available cash that might otherwise be allocated to the execution of our business plan or generally available for future dividends, if any. In addition, any partnership interests may be convertible into our common stock, thus having a dilutive impact to our common stockholders, and may have voting or other preferential rights relative to those of our common stockholders.

Risks Related to this Offering

Our stock price may be volatile, and you could lose all or part of your investment.

      Prior to this offering, you could not buy or sell our common stock in the public market. An active public market for our common stock may not develop or be sustained after this offering. The market for initial public offerings has been extremely volatile. The following factors could cause the price of our common stock in the public market to fluctuate significantly from the price you will pay in this offering:

• variations in our quarterly operating results;

• changes in market valuations of companies in the resort industry, generally, and the family entertainment resort segment, specifically;

• fluctuations in stock market prices and volumes;

• issuances of common stock or other securities in the future;

• the addition or departure of key personnel; and

• announcements by us or our competitors of new properties, acquisitions or joint ventures.

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      Volatility in the market price of our common stock may prevent investors from being able to sell their common stock at or above our initial public offering price. In the past, class action litigation has often been brought against companies following periods of volatility in the market price of those companies’ common stock. We may become involved in this type of litigation in the future. Litigation is often expensive and diverts management’s attention and company resources and could have a material adverse effect on our business, financial condition and operating results.

The sale of a substantial number of shares of our common stock after this offering may cause the market price of our common stock to decline.

      If our stockholders sell shares of common stock in the public market following this offering, including the 14,033,501 shares issued in connection with our formation transactions or upon the exercise of outstanding options, or if the market perceives that these sales could occur, the market price of our common stock could decline. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate, or to use equity as consideration for future acquisitions.

      Upon completion of this offering and the formation transactions, we will have outstanding 28,171,001 shares of common stock, assuming no exercise of the underwriters’ over-allotment option and no exercise of stock options to be granted concurrently with this offering. Of these shares, the 14,000,000 shares to be sold in this offering will be freely tradable. The 14,033,501 shares issued in connection with our formation transactions are subject to lock-up provisions in our bylaws that prohibit the sale of any shares for a period of 180 days after the date of our initial public offering without the prior written consent of our board of directors or chief executive officer. We have agreed with Citigroup Global Markets Inc. not to consent to the release of this lock-up without its prior written consent. We expect the 14,033,501 shares issued in connection with the formation transactions will be available for sale, subject to certain restrictions, after the end of the lock-up period due to our obligations under a registration rights agreement entered into in connection with the formation transactions. In addition, we, our officers and directors have entered into agreements with the underwriters not to sell or otherwise dispose of shares of our common stock for a period of 180 days following completion of this offering, with certain exceptions.

Provisions in our certificate of incorporation, bylaws, employment agreements and Delaware law have anti-takeover effects that could prevent a change in control that could be beneficial to our stockholders, which could depress the market price of our common stock.

      Our certificate of incorporation, bylaws, employment agreements and Delaware corporate law contain provisions that could delay, defer, increase the costs of or prevent a change in control of us or our management that could be beneficial to our stockholders. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors and take other corporate actions. As a result, these provisions could limit the price that investors are willing to pay in the future for shares of our common stock. These provisions might also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a price above the then current market price for our common stock. These provisions:

• authorize our board of directors to issue “blank check” preferred stock and determine the powers, preferences and privileges of those shares without prior stockholder approval;

• prohibit the right of our stockholders to act by written consent;

• limit the calling of special meetings of stockholders;

• impose a requirement that holders of 50% of the outstanding shares of common stock are required to amend the provisions relating to actions by written consent of stockholders and the limitations of calling special meetings; and

• provide for payments to certain of our executive officers upon termination of employment within certain time periods before or after a change of control.

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You will experience immediate and substantial dilution in the net tangible book value of the common stock you purchase.

      The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per outstanding share of common stock. You will incur immediate and substantial dilution of $11.40 per share in the pro forma net tangible book value of our common stock from the assumed initial public offering price of $16.00 (the midpoint of the estimated range shown on the cover page of this prospectus).

FORWARD-LOOKING STATEMENTS

      Certain information included in this prospectus contains, and other materials filed or to be filed by us with the Securities and Exchange Commission, or the SEC, contain or will contain, forward-looking statements. All statements, other than statements of historical facts, including, among others, statements regarding our future financial position, business strategy, projected levels of growth, projected costs and projected financing needs, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Great Wolf Resorts, Inc. and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to our management that could cause actual results to differ materially from those in forward-looking statements include those set forth above under the section entitled “Risk Factors.”

      We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless required by law.

STRUCTURE AND FORMATION OF OUR COMPANY

Formation Transactions

      Each of the five existing resorts and the two resorts under construction that will be owned and operated by us following the formation transactions is currently owned by a separate limited liability company. We refer to these limited liability companies as resort-owning entities and to The Great Lakes Companies, Inc. as the management company. One member in each of these resort-owning entities is a separate limited liability company of which the management company is the managing member or manager. We refer to these entities as sponsor entities. The other direct or indirect investors, or members, of the resort-owning entities and the sponsor entities include the founding shareholders of the management company, present and former members of management of the management company and its subsidiaries and other private investors not otherwise affiliated with the management company. In addition, investors have an ownership interest in the resort-owning entity of our Sandusky resort through a limited liability company that we refer to as Sandusky Investor LLC.

      Simultaneously with the completion of this offering, we will engage in formation transactions that are designed to:

• acquire the resorts and related management business of the management company and its subsidiaries as described in more detail below;

• facilitate this offering; and

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• enable us to raise the necessary capital to repay certain existing bank indebtedness, purchase certain interests in the resort-owning entities held by third parties and fund our growth.

      Pursuant to the formation transactions:

• The management company will contribute its hotel management and multi-family housing management and development assets, which are unrelated to the resort business, to two subsidiaries of the management company and will then distribute, or spin-off, the interests in such subsidiaries to the shareholders of the management company. Therefore, we will not acquire these non-resort assets at closing.

• We will sell 14,000,000 shares of our common stock in this offering and an additional 2,100,000 shares if the underwriters exercise their over-allotment option in full, and we will use the net proceeds from this offering to accomplish the steps listed below and as otherwise described under “Use of Proceeds.”

•  We intend to purchase the interests held by affiliates of AIG SunAmerica in the entities owning our Wisconsin Dells and Sandusky resorts for an aggregate purchase price of approximately $31.0 million.

• GWR Operating Partnership, L.L.L.P., our wholly owned operating partnership will form thirteen new wholly owned limited liability company subsidiaries, corresponding to each resort-owning entity (other than the entities that own our Wisconsin Dells and Sandusky resorts), sponsor entity and Sandusky Investor LLC. These newly formed subsidiaries, which we refer to as the merger entities, will be merged into their corresponding resort-owning entity, sponsor entity or Sandusky Investor LLC, with each resort-owning entity, sponsor entity and Sandusky Investor LLC being the surviving entity and becoming our indirect wholly owned subsidiary. GWR Operating Partnership, L.L.L.P.’s interest in each merger entity will be converted into the sole interest in the corresponding surviving entity. In the case of our Wisconsin Dells and Sandusky resorts, after our intended acquisition of the interests held by AIG SunAmerica, as described above, and the mergers of the related sponsor entities and Sandusky Investor LLC, the resort-owning entities will be our indirect wholly owned subsidiaries. In addition, the management company will be merged into our newly formed Great Lakes Services subsidiary. The shareholders of the management company will receive unregistered shares of our common stock in exchange for their interests in the management company in the merger.

• In the mergers, members of the resort-owning entities, sponsor entities and Sandusky Investor LLC will receive cash, unregistered shares of our common stock or a combination of cash and unregistered shares of our common stock. After the expiration of a 180-day period following consummation of this offering, recipients of shares in the formation transactions will generally be able to sell their unregistered shares, subject to certain restrictions described in “Shares Eligible for Future Sale,” pursuant to a registration statement that we are obligated to use our commercially reasonable efforts to have declared effective as soon as possible. In the aggregate, we expect to pay $97.6 million in cash and issue 13,901,947 shares of unregistered common stock in these acquisitions.

•  We will issue an aggregate of 131,554 shares of unregistered common stock to holders of tenant in common interests in our Poconos and Williamsburg resorts that are convertible into our common stock.

• Concurrently with the consummation of this offering and the formation transactions, we expect to:

•  repay an aggregate of approximately $76.0 million of Great Lakes’ mortgage indebtedness on two of our resorts from the net proceeds of this offering;

•  refinance existing mortgage indebtedness on two of our resorts with a total outstanding debt balance at September 30, 2004 of approximately $72.4 million; and

• enter into a $75.0 million revolving credit facility that will be secured by two of our resorts. Based upon the financial and debt service ratios that we anticipate will be contained in the revolving credit facility, we expect that approximately $55.0 million of the revolving credit facility will be immediately available upon consummation of this offering. We do not currently anticipate drawing

28

any amounts under this facility immediately after the consummation of this offering. We expect to use the revolving credit facility to fund our future growth and resort development, to provide for working capital and for other corporate purposes.

• The current employees of the management company, other than those associated solely with its non-resort businesses, will become employees of our Great Lakes Services subsidiary.

      Messrs. Lund, Neviaser, Sather, Stark and Vaccaro and Ms. Schaefer, each of whom is a current shareholder of Great Lakes, will enter into indemnity agreements with us pursuant to which they will make certain representations and warranties to us relating to the formation transactions and the status of the properties operated by the resort-owning entities. Pursuant to these indemnity agreements, these shareholders will also agree to indemnify us for a period of one year if those representations and warranties are not accurate. These representations relate, among other things, to the following matters concerning Great Lakes:

• current capital structure;

• compliance with laws and possession of required authorizations;

• possession of all required consents and approvals;

• no breach of organizational documents or material agreements;

• no material tax dispute or claim;

• no payment of brokers’ or finders’ fees;

• no bankruptcy events;

• no material legal proceedings;

• reasonable insurance coverage for properties;

• liens and options and rights with respect to underlying properties;

• no labor disputes or unfair labor practices;

• ownership of real property and improvements thereto;

• no material environmental liabilities;

• no material defect in the condition of the properties;

• accuracy of financial statements;

• no material undisclosed liabilities, contracts or obligations;

• no damage or loss to its underlying properties in excess of $1 million; and

• ownership of intellectual property rights.

In addition, these shareholders will agree to indemnify us for a period of one year against liabilities or obligations relating to claims asserted under federal or state securities laws arising out of the offer or sale of condominiums on or before the closing of the formation transactions by the management company or any affiliated entity of the management company. With respect to each shareholder, the maximum indemnification obligation under these agreements will not exceed 35% of the value of the number of shares of our common stock received by that shareholder in the formation transactions based on the initial public offering price. Based upon the mid-point of the estimated range shown on the cover of this prospectus, the maximum amount of the indemnification obligations under these agreements will equal approximately $42.3 million in the aggregate. These shareholders may fulfill the indemnity obligations under the agreements solely through the delivery of shares of our common stock that they own, valued at the time of delivery, or with an equivalent amount of cash. However, if any of these shareholders chooses to fulfill the indemnity obligations under the agreement through the delivery of shares, the maximum number of shares such shareholder will be obligated to deliver is

29

35% of the number of shares such shareholder receives in the formation transactions. On or about the closing date of this offering, Messrs. Lund, Neviaser, Sather and Stark and Ms. Schaefer are expected to receive personal loans from an affiliate of Citigroup Global Markets Inc. These loans will be full-recourse and will be secured by a pledge of all the shares of our common stock received by each in the formation transactions. While some of these shares may be released from the pledge over time, they may not be available as an alternative means to satisfy an indemnification obligation under the agreements.

      In addition, GWR Operating Partnership, L.L.L.P. will serve as the sole member of each of the surviving resort-owning entities. In an effort to minimize our exposure to possible liability arising from our resort properties, we will serve as the limited partner of the partnership and have formed a new wholly owned subsidiary, GWR OP General Partner, LLC, to serve as the general partner of the partnership. We formed the operating partnership to provide flexibility for future transactions as we execute our growth strategy, in particular the flexibility to enter into transactions for the acquisition of property or assets where there may be tax or other advantages to the sellers of those properties or assets if we issue units in the operating partnership as consideration rather than shares of our common stock. We do not anticipate issuing any interests in the operating partnership as part of the formation transactions, other than interests issued to us and to GWR OP General Partner, LLC.

Consequences of this Offering and the Formation Transactions

      Upon completion of this offering and the formation transactions:

• We will directly or indirectly own a fee simple interest in all of our resorts, except for a leasehold interest in our Sheboygan resort. We also will be the licensor and manager of a Great Wolf Lodge resort in Niagara Falls, Ontario owned by Ripley’s that is currently under construction.

• Purchasers of our common stock in this offering will own approximately 49.7% of our outstanding common stock.

•  We expect to have incurred, on a pro forma basis, approximately $18.0 million of indebtedness in connection with our Williamsburg and Pocono Mountains resort development, in addition to approximately $123.1 million of total pro forma indebtedness we had outstanding at September 30, 2004.

Benefits to Related Parties

      In connection with the formation transactions, the shareholders of the management company, will receive material benefits, including:

•  an aggregate of 7,962,308 unregistered shares of our common stock as consideration in the formation mergers; and

•  the release of personal guarantees to repay approximately $167 million of indebtedness related to the resort- owning entities. Approximately $76.0 million of this indebtedness will be repaid with the proceeds of this offering, approximately $72.4 million of this indebtedness will be refinanced and the remaining portion will be assumed by us in connection with the formation transactions.

It is expected that after consummation of the formation transactions and this offering, the founding shareholders of Great Lakes will beneficially own approximately 27% of the outstanding shares of our common stock.

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      Upon completion of this offering, the current shareholders of Great Lakes will hold the following positions with us:

John Emery	—	Chief Executive Officer and Director
Eric S. Lund	—	Executive Vice President of Sales and Marketing
Bruce D. Neviaser	—	Chairman of the Board
Kimberly K. Schaefer	—	Chief Brand Officer
Craig A. Stark	—	President and Director
Marc B. Vaccaro	—	Director
Thomas W. Sather	—	Mr. Sather will not hold a position with us, but will hold approximately 3% of our shares immediately following this offering.

      Prior to the formation transactions, these shareholders exercised managerial control over most of the resort-owning entities and the sponsor entities and had significant voting control over such entities.

      In addition, pursuant to their current employment arrangements, three members of our management will receive approximately $2.3 million of bonus payments in the form of lump sum cash payments. Approximately $2.2 million of these bonus payments will be made to members of management who have joined the company in the last year. These bonuses were offered to enable us to attract these executives and to incentivize them to successfully complete this offering. Approximately $2.2 million of these bonus payments will be deferred pursuant to our deferred compensation plan. Pursuant to elections by these members of management to have these bonus payments track the performance of our common stock, we intend to contribute approximately 137,500 shares of our common stock (based upon an assumed offering price of $16.00 per share) to a trust that will hold assets to pay obligations under our deferred compensation plan. These deferred bonuses will be deemed to be investments in shares of our common stock. As a result, the amount of cash ultimately paid from the deferred bonuses will increase and decrease as the price of our common stock increases and decreases.

      On or about the closing of this offering, an affiliate of Citigroup Global Markets Inc. expects to provide loans in an aggregate amount of $20.5 million to certain founders of Great Lakes, including a $5.5 million loan to Mr. Neviaser, a $7.5 million loan to Mr. Stark, a $3.0 million loan to Mr. Lund, and a $3.0 million loan to Ms. Schaefer. These loans are expected to be used for personal matters, including refinancing debt and funding investments. These loans will be full-recourse to each borrower and will be directly secured by a pledge of all of the shares of our common stock received by each borrower in the formation transactions.

Allocation of Consideration in the Formation Transactions

      In connection with the formation transactions, Great Lakes retained an independent financial advisory firm to render an opinion as to the fairness of the method used in allocating value among the resort-owning entities and the management company. These advisors were not asked to, and did not, provide a valuation opinion for the resorts or the interests in the property-owning entities, the sponsor entities, Sandusky Investor LLC or the management company, and we did not obtain third-party appraisals with respect to the market value of any of the resort assets. As a result, the consideration paid in the formation transactions may exceed the fair market value of the resort assets. The method of allocation for the resort-owning entities was based primarily upon, among other things, Great Lakes’ historical resort operations, the net income and EBITDA we estimate for each of the resort-owning entities and for Great Lakes and our growth prospects, rather than a property-by-property valuation based on historical cost or current market value. We used this methodology because we believe it is appropriate to value the company as an ongoing business, rather than with a view to values that could be obtained from a liquidation of the company or of individual resorts we will own.

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USE OF PROCEEDS

      We expect to receive approximately $203.3 million in net proceeds, or $234.6 million if the underwriters exercise their over-allotment option in full, at an assumed offering price of $16.00 per share (the mid-point of the estimated price range shown on the cover of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering and formation transactions expenses.

      We intend to use the net proceeds from this offering to:

• pay an aggregate of $66.6 million of the cash consideration in connection with our formation transactions;

•  purchase the interests in our resorts in Wisconsin Dells and Sandusky held by affiliates of AIG SunAmerica for an aggregate purchase price of $31.0 million;

•  repay certain existing indebtedness in the aggregate amount of approximately $76.0 million, consisting of approximately $50.2 million of mortgage indebtedness on our Wisconsin Dells resort that matures in October 2006 and bore interest at September 30, 2004 at 7.0% and approximately $25.8 million of mortgage indebtedness on our Sandusky resort that matures in March 2007 and bore interest at September 30, 2004 at 4.1%; and

• fund $29.7 million of our future resort development costs.

      Any proceeds from the over-allotment option will be used to fund future development. Pending the use of proceeds as described above, the net proceeds will be invested in interest-bearing, short-term, investment grade securities or money market accounts. Such investments may include, for example, government and government agency securities, certificates of deposit and interest-bearing bank deposits.

DIVIDEND POLICY

      We have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying cash dividends in the foreseeable future. We expect to be prohibited from paying cash dividends under covenants contained in the credit facility we intend to enter into in connection with the formation transactions. We currently intend to retain our earnings, if any, for future growth. Future dividends on our common stock, if any, will be at the discretion of our board of directors and will depend on, among other things, our operations, capital requirements and surplus, general financial condition, contractual restrictions and such other factors as our board of directors may deem relevant.

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CAPITALIZATION

      The following table sets forth Predecessor’s historical and our pro forma short-term debt and capitalization as of September 30, 2004. Our pro forma short-term debt and capitalization assumes the completion of the formation transactions, this offering of 14,000,000 shares of our common stock at an assumed offering price of $16.00 per share (the mid-point of the estimated price range shown on the cover of this prospectus) and the application of the net proceeds therefrom as described under “Use of Proceeds.”

      You should read the capitalization table together with the sections of this prospectus entitled “Use of Proceeds,” “Selected Financial and Other Data,” “Unaudited Pro Forma Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes included elsewhere in this prospectus.

		September 30, 2004
		Predecessor			Company
		Historical			Pro Forma
		(in thousands)
Short-term debt		$	6,921		$	462
Long-term debt			131,956			122,593	(1)
Minority interests			2,594			—
Stockholders’ equity (Company pro forma):
	Preferred stock, $0.01 par value, 10,000,000 shares authorized; no shares issued and outstanding					—
	Common stock, $0.01 par value, 250,000,000 shares authorized; 28,171,001 shares issued and outstanding					282
	Additional paid-in capital					332,614
Members’ equity (Predecessor historical):
	Accumulated deficit		(2,876	)
	Treasury stock		(824	)
	Members’ equity of combined entities		42,970
Total members’/stockholders’ equity			39,270			332,896
Total capitalization		$	180,741		$	456,451

(1)  Includes $8,063 of fixed rate debt recognized as a liability related to certain bonds issued by the City of Sheboygan and $3,985 of fixed rate debt recognized as a liability related to a loan from the City of Sheboygan. These liabilities will be satisfied by certain future maximum guaranteed amounts of real and personal property tax payments and room tax payments to be made by our Sheboygan resort.

      The pro forma number of shares outstanding excludes the following:

• 1,712,500 shares reserved for issuance upon exercise of options that will be granted pursuant to our 2004 Incentive Stock Plan upon consummation of this offering; and

• 1,668,020 additional shares that are reserved for future issuance under our 2004 Incentive Stock Plan.

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DILUTION

Net Tangible Book Value

      Our pro forma net tangible book value at September 30, 2004, after giving effect to our acquisition of the family entertainment resort business of Great Lakes and the spin-off of the non-resort assets, but before this offering and the use of the net proceeds from this offering, was approximately $25.3 million, or approximately $1.19 per share of common stock. Pro forma net tangible book value per share is determined by dividing our pro forma net tangible book value (tangible assets less liabilities) by the pro forma total number of shares of our common stock that would be outstanding after the acquisition of Great Lakes’ family entertainment resort business, assuming all of the participants received shares of our common stock, including AIG SunAmerica. After the sale by us of 14,000,000 shares of common stock offered hereby at an assumed offering price of $16.00 per share (the midpoint of the estimated range shown on the cover page of this prospectus) and after deducting estimated underwriting discounts and commissions and estimated expenses of this offering, our pro forma net tangible book value as of September 30, 2004 would have been $129.5 million, or $4.60 per share of common stock. This represents an immediate increase in pro forma net tangible book value per share of $3.41 per share to participants in the acquisition of Great Lakes’ family entertainment resort business and an immediate dilution of $11.40 per share to purchasers of common stock in this offering. The following table illustrates this per share dilution:

Assumed initial public offering price per share of common stock(1)				$	16.00
	Pro forma net tangible book value per share as of September 30, 2004 (adjusted for the acquisition of Great Lakes’ family entertainment resort business and spin-off of the non-resort assets)(2)	$	1.19
	Increase in pro forma net tangible book value per share attributable to payments by purchasers of shares in this offering		3.41
	Pro forma net tangible book value per share after all of the formation transactions and this offering				4.60
Dilution per share to new investors				$	11.40

(1)

Before deducting underwriting discount and estimated expenses of this offering.

(2)

Pro forma net tangible book value per share after giving effect to our acquisition of the family entertainment resort business and the spin-off of non-resort assets is determined by dividing pro forma net tangible book value as of September 30, 2004 (tangible assets less liabilities) by the number of shares of our common stock that would be outstanding after the acquisition and spin-off, assuming that each participant in the acquisition received shares of our common stock, including AIG SunAmerica (21,320,611 shares).

The preceding table assumes no exercise of the underwriters’ over-allotment option.

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Comparative Consideration

      The following table summarizes, as of September 30, 2004, and after giving effect to the formation transactions and this offering the:

• aggregate number of shares of common stock issued by us;

• total consideration paid to us; and

• average price per share of common stock issued in the formation transactions and purchased in this offering.

						Total Cash/Book Value
	Shares Purchased					Consideration					Average
											Price Per
	Number		Percent			Amount		Percent			Share
Shares issued in the formation transactions(1)		14,171,001		50.3	%	$	58,547,050		20.7	%	$	4.13
Shares purchased in this offering		14,000,000		49.7			224,000,000		79.3			16.00
Totals		28,171,001		100	%	$	282,547,050		100	%

(1)  The number of shares issued in the formation transactions assumes aggregate payments of $31.0 million to AIG SunAmerica and $66.6 million to other participants in the roll-up that elected cash and includes 137,500 shares based on an assumed price of $16.00 per share that we will contribute to a trust that will hold assets to pay obligations under our deferred compensation plan in connection with the payment of approximately $2.2 million in bonuses upon completion of this offering.

      The preceding table assumes no exercise of the underwriters’ over-allotment option.

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SELECTED FINANCIAL AND OTHER DATA

      The following table sets forth selected financial and operating data on a historical basis for Great Lakes. Historical financial and other data related to Great Lakes consists of the following:

• combined historical financial information for (1) Great Lakes’ management business, including development of, ownership interests in, and management contracts with respect to, certain non-resort hotels and multifamily housing assets, (2) the entities that own our Traverse City, Kansas City and Sheboygan operating resorts and (3) the entities that own our Williamsburg and Pocono Mountains resorts that are under construction (the “Predecessor Historical Information”); and

• combined historical financial information for the entities that own our Wisconsin Dells and Sandusky resorts (the “Dells/Sandusky Historical Information”).

Although we were the managing member with responsibility for day-to-day operations with respect to the entities that own our Wisconsin Dells and Sandusky resorts, another party controls those entities. Therefore, we do not combine the Dells/Sandusky Historical Information with the Predecessor Historical Information.

      We have not presented historical information for Great Wolf Resorts, Inc. in this table because we have not had any operations since our formation and because we believe that a discussion of the results of Great Wolf Resorts, Inc. would not be meaningful. We have included audited consolidated historical financial statements for Great Wolf Resorts, Inc. elsewhere in this prospectus.

      The selected Predecessor Historical Information as of September 30, 2004 and December 31, 2003 and 2002 and for the nine months ended September 30, 2004 and for each of the three years in the period ended December 31, 2003 are derived from, and are qualified in their entirety by, the Great Lakes Predecessor financial statements audited by Deloitte & Touche LLP, an independent registered public accounting firm whose report with respect thereto is included elsewhere in this prospectus. The selected Dells/Sandusky Historical Information as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 are derived from, and are qualified in their entirety by, the Dells/Sandusky financial statements audited by Rubin, Brown, Gornstein & Co. LLP, an independent registered public accounting firm, whose report with respect thereto is included elsewhere in this prospectus. The selected Predecessor Historical financial and operating data as of December 31, 2001, for the nine months ended September 30, 2003 and for each of the two years in the period ended December 31, 2000 and Dells/Sandusky financial and operating data as of December 31, 2001, 2000 and 1999, for each of the two years in the period ended December 31, 2000, as of September 30, 2004 and for the nine months ended September 30, 2004 and 2003 are derived from, and are qualified in their entirety by, the unaudited Great Lakes Predecessor and Dells/Sandusky Historical financial statements. In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. Historical results are not necessarily indicative of the results to be expected in the future. You should read the following selected financial and other data together with “Business,” “Unaudited Pro Forma Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Great Lakes Predecessor and Dells/Sandusky financial statements and related notes appearing elsewhere in this prospectus.

      The unaudited summary pro forma financial and operating data for the year ended December 31, 2003 and the nine months ended September 30, 2004 have been prepared to give pro forma effect to this offering and the formation transactions as if they had occurred on January 1, 2003. The unaudited pro forma balance sheet data at September 30, 2004 has been prepared to give effect to this offering and the formation transactions as if they had occurred on September 30, 2004. The unaudited summary combined pro forma financial data are for informational purposes only and should not be considered indicative of actual results that would have been achieved had this offering and the formation transactions actually been consummated on January 1, 2003 and do not purport to indicate results of operations as of any future date or for any future period. You should read the summary combined pro forma data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Great Lakes Predecessor and Dells/ Sandusky financial statements and related notes appearing elsewhere in this prospectus.

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			Year Ended December 31,
			2003									2002						2001
			Consolidated						Dells/						Dells/						Dells/
			Pro Forma			Predecessor(1)(5)			Sandusky			Predecessor			Sandusky			Predecessor			Sandusky
			(dollars in thousands, except per share amounts)
Statement of Operations:
Revenues:
		Rooms		$47,973			$20,231			$29,172			$1,454			$28,995			$1,619			$25,650
		Food, beverage and other		20,947			9,580			11,546			234			11,432			482			8,988
		Management and other fees		—			3,109			—			3,329			—			3,022			—
		Other revenue from managed properties(2)		—			14,904			—			14,808			—			13,286			—
Total revenues				68,920			47,824			40,718			19,825			40,427			18,409			34,638
Operating expenses:
Departmental expenses
		Rooms		7,576			3,591			4,311			321			4,453			356			4,011
		Food, beverage and other		17,589			8,722			9,009			144			9,043			153			7,500
Other operating expenses:
		Selling, general and administrative		16,080			11,706			7,557			4,356			6,542			4,056			7,629
		Property operating costs		10,252			5,671			4,969			901			4,257			275			3,862
		Depreciation and amortization		15,327			8,045			8,090			602			8,414			531			8,764
		Other expenses from managed properties(2)		—			14,904			—			14,808			—			13,286			—
Total operating expenses				66,824			52,639			33,936			21,132			32,709			18,657			31,766
Operating income (loss)				2,096			(4,815	)		6,782			(1,307	)		7,718			(248	)		2,872
Interest income				(145	)		(55	)		(152	)		(89	)		(159	)		(77	)		(230	)
Interest expense				3,318			4,758			4,818			560			5,055			792			5,316
(Gain) loss on sale of real estate				—			—			—			13			—			(96	)		—
Interest on mandatorily redeemable shares				—			(3,136	)		—			4,479			—			390			—
Distributions in excess of minority interest capital				—			—			—			53			—			—			—
Minority interests				—			425			—			89			—			(669	)		—
Income (loss) before income taxes				(1,077	)		(6,807	)		2,116			(6,412	)		2,822			(588	)		(2,214	)
Income tax benefit				(431	)		—			—			—			—			—			—
Income (loss) from continuing operations				(646	)		(6,807	)		2,116			(6,412	)		2,822			(588	)		(2,214	)
Income (loss) from discontinued operations				—			1,804			—			(343	)		—			(256	)		—
Income (loss) before cumulative effect of change in accounting principle				(646	)		(5,003	)		2,116			(6,755	)		2,822			(844	)		(2,214	)
Cumulative effect of change in accounting principle				—			460			—			—			—			(333	)		—
Net income (loss)				$(646	)		$(4,543	)		$2,116			$(6,755	)		$2,822			$(1,177	)		$(2,214	)
Pro forma basic loss per share(3)				$(0.02	)
Pro forma diluted loss per share(3)				$(0.02	)
Pro forma weighted average common shares outstanding—basic and diluted				28,171,001
Cash Flows:
Cash flows from:
	Operating activities						$8,126			$10,866			$376			$11,360			$5,580			$9,285
	Investing activities						$(64,280	)		$(4,753	)		$(46,276	)		$(5,323	)		$(9,166	)		$(39,189	)
	Financing activities						$54,854			$(6,392	)		$49,797			$(7,155	)		$2,822			$31,131
Balance Sheet Data (end of period):
Total assets							$173,494			$90,365			$106,751			$93,638			$54,191			$97,314
Total long-term debt							$105,841			$77,828			$42,764			$78,050			$14,643			$76,360
Long-term debt secured by assets held for sale							$14,220						$31,564						$34,193
Non-GAAP financial measures:
EBITDA				$17,423	(4)		$12,439	(4)		$14,872	(4)		$334	(4)		$16,132	(4)		$6,287	(4)		$11,636	(4)

[Additional columns below]

[Continued from above table, first column(s) repeated]

			Year Ended December 31,
			2000						1999
						Dells/						Dells/
			Predecessor			Sandusky			Predecessor			Sandusky
			(dollars in thousands, except per share amounts)
Statement of Operations:
Revenues:
		Rooms		$1,781			$15,627			$1,786			$1,605
		Food, beverage and other		173			4,811			114			632
		Management and other fees		4,070			—			4,038			—
		Other revenue from managed properties(2)		9,456			—			5,556			—
Total revenues				15,480			20,438			11,494			2,237
Operating expenses:
Departmental expenses
		Rooms		385			2,503			332			299
		Food, beverage and other		150			4,120			145			581
Other operating expenses:
		Selling, general and administrative		5,384			2,091			3,963			410
		Property operating costs		255			2,499			257			278
		Depreciation and amortization		326			5,363			518			912
		Other expenses from managed properties(2)		9,456			—			5,556			—
Total operating expenses				15,956			16,576			10,771			2,480
Operating income (loss)				(476	)		3,862			723			(243	)
Interest income				—			(227	)		(4	)		—
Interest expense				1,062			3,711			903			548
(Gain) loss on sale of real estate				(11	)		—			36			—
Interest on mandatorily redeemable shares				—			—			—			—
Distributions in excess of minority interest capital				—			—			—			—
Minority interests				149			—			—			—
Income (loss) before income taxes				(1,676	)		378			(212	)		(791	)
Income tax benefit				—			—			—			—
Income (loss) from continuing operations				(1,676	)		378			(212	)		(791	)
Income (loss) from discontinued operations				(1,079	)		—			(33	)		—
Income (loss) before cumulative effect of change in accounting principle				(2,755	)		378			(245	)		(791	)
Cumulative effect of change in accounting principle				—			—			—			—
Net income (loss)				$(2,755	)		$378			$(245	)		$(791	)
Pro forma basic loss per share(3)
Pro forma diluted loss per share(3)
Pro forma weighted average common shares outstanding—basic and diluted
Cash Flows:
Cash flows from:
	Operating activities
	Investing activities
	Financing activities
Balance Sheet Data (end of period):
Total assets				$51,342			$63,921			$6,519			$68,596
Total long-term debt				$10,589			$49,388			$4,572			$49,500
Long-term debt secured by assets held for sale				$33,274						$2,114
Non-GAAP financial measures:
EBITDA				$431			$9,225			$1,178			$669

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		Nine Months Ended September 30,
		2004									2003
		Consolidated						Dells/						Dells/
		Pro Forma			Predecessor(1)			Sandusky			Predecessor(1)			Sandusky
		(dollars in thousands, except per share amounts)
Statement of Operations:
Revenues:
	Rooms		$49,595			$27,137			$23,702			$14,869			$23,682
	Food, beverage and other		22,063			12,979			9,239			6,931			9,166
	Management and other fees		—			2,497			—			2,515			—
	Other revenue from managed properties(2)		—			11,040			—			10,707			—
Total revenues			71,658			53,653			32,941			35,022			32,848
Operating expenses:
Departmental expenses
	Rooms		7,190			4,134			3,342			2,392			3,336
	Food, beverage and other		17,763			10,579			7,335			5,862			6,943
Other operating expenses:
	Selling, general and administrative		18,537			15,014			6,182			8,131			5,490
	Property operating costs		9,746			6,145			3,939			4,223			3,636
	Depreciation and amortization		15,105			9,490			5,552			4,675			5,752
	Other expenses from managed properties(2)		—			11,040			—			10,707			—
Total operating expenses			68,341			56,402			26,350			35,990			25,157
Operating income (loss)			3,317			(2,749	)		6,591			(968	)		7,691
Interest income			(173	)		(202	)		(105	)		—			(112	)
Interest expense			4,265			4,755			3,529			2,635			3,614
Gain on sale of real estate			—			(1,653	)		—			—			—
Interest on mandatorily redeemable shares			—			1,075			—			(3,220	)		—
Distributions in excess of minority interest capital			—			48			—			—
Minority interests			—			53			—			401			—
Income (loss) before income taxes			(775	)		(6,825	)		3,167			(784	)		4,189
Income tax benefit			(310	)		—			—			—			—
Income (loss) from continuing operations			(465	)		(6,825	)		3,167			(784	)		4,189
Income from discontinued operations			—			1,864			—			1,501			—
Income (loss) before cumulative effect of change in accounting principle			(465	)		(4,961	)		3,167			717			4,189
Cumulative effect of change in accounting principle			—			—			—			460			—
Net income (loss)			$(465	)		$(4,961	)		$3,167			$1,177			$4,189
Pro forma basic earnings per share(3)			$(0.02	)
Pro forma diluted earnings per share(3)			$(0.02	)
Pro forma weighted average common shares outstanding—basic and diluted			28,171,001
Cash Flows:
Cash flows from:
	Operating activities					$(1,727	)		$6,549			$7,973			$9,276
	Investing activities					$(39,809	)		$(658	)		$(31,360	)		$(2,880	)
	Financing activities					$40,447			$(5,968	)		$22,102			$(6,493	)
Balance Sheet Data:
Total assets			$483,767			$207,963			$86,000
Total long-term debt			$123,055			$138,877			$76,035
Non-GAAP Financial Measures:
EBITDA(4)			$18,422			$9,738			$12,143			$12,113			$13,443

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(1)	Includes the operations of three resorts that opened in March 2003, May 2003 and June 2004, respectively.
(2)	Reflects reimbursement of payroll, benefits and costs related to the operations of properties managed by Predecessor.
(3)	Pro forma basic and diluted earnings (loss) per share are computed assuming this offering was consummated as of the first day of the period presented and equals pro forma net income (loss) divided by the number of shares of our common stock expected to be outstanding after this offering.
(4)	See reconciliation to net income (loss) in “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Non-GAAP Financial Measures.”
(5)	As restated—see Note 11 to Predecessor’s combined financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The following discussion should be read in conjunction with the “Selected Financial and Other Data,” the audited combined financial statements of Great Lakes Predecessor as of September 30, 2004 and December 31, 2003 and 2002 and for the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002 and 2001, the audited combined financial statements of the Wisconsin Dells and Sandusky resorts as of December 31, 2003 and 2002 and for the years ended December 31, 2003, 2002 and 2001, the unaudited combined financial statements of Great Lakes Predecessor for the nine months ended September 30, 2003 and the unaudited combined financial statements of the Wisconsin Dells and Sandusky resorts as of September 30, 2004 and for the nine months ended September 30, 2004 and 2003 appearing elsewhere in this prospectus. Where appropriate, the following discussion includes analysis of the effects of the formation transactions and this offering. The effects are reflected in the pro forma condensed consolidated financial statements appearing elsewhere in this prospectus. All dollar amounts in this discussion, except for operating statistics, are in thousands. As discussed in Note 11 to Predecessor’s combined financial statements, the Predecessor’s December 31, 2003 combined financial statements have been restated. The accompanying management’s discussion and analysis gives effect to that restatement.

Overview

      Business. We are a family entertainment resort company that provides our guests with a high-quality vacation at an affordable price. We are the largest owner, operator and developer in the United States of drive-to family resorts featuring indoor waterparks and other family-oriented entertainment activities. We provide a full-service entertainment resort experience to our target customer base: families with children ranging in ages from 2 to 14 years old that live within a convenient driving distance from our resorts. Our resorts are open year-round and provide a consistent and comfortable environment where our guests can enjoy our various amenities and activities.

      We provide our guests with a self-contained vacation experience and focus on capturing a significant portion of their total vacation spending. We earn revenues through the sale of rooms, which includes admission to our indoor waterpark, and other revenue-generating resort amenities. Each of our resorts features a combination of the following revenue-generating amenities: themed restaurants, an ice cream shop and confectionery, full-service spa, game arcade, gift shop and meeting space. We also expect to generate revenues from licensing arrangements, management fees and construction fees with respect to properties owned by third parties, such as the licensing agreement we have entered into and management arrangement we have agreed to enter into with Ripley’s in connection with the Niagara Falls, Ontario resort.

      The following table presents an overview of our portfolio of operating resorts and resorts under construction (including the Niagara resort that will be owned by a third party licensee) assuming the completion of this offering and the formation transactions:

							Indoor
	Opened/						Entertainment
	Target						Area
Location	Opening			Rooms			(approx. ft2) (1)
Existing Resorts:
Wisconsin Dells, WI		May 1997(2	)		309			64,000
Sandusky, OH (3)		March 2001			271			41,000
Traverse City, MI		March 2003			281			51,000
Kansas City, KS (4)		May 2003			281			49,000
Sheboygan, WI (5)		June 2004			183	(6)		54,000
Resorts Under Construction:
Williamsburg, VA		Spring 2005			301			66,000
Pocono Mountains, PA		Fall 2005			400			91,000
Niagara Falls, ONT (7)		Spring 2006			404			94,000

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(1)	Our indoor entertainment areas generally include our indoor waterpark, game arcade, children’s activity room and fitness room, as well as our Aveda concept spa, 3D virtual reality theatre, Wiley’s Woods and party room in the resorts that have such amenities.
(2)	Great Lakes purchased this property in November 1999.
(3)	Prior to May 2004, we operated this resort as a Great Bear Lodge.
(4)	We currently lease the property on which our Kansas City resort is located pursuant to a 10-year ground lease with a local governmental authority. We are in the process of converting this leasehold interest into a fee simple interest at no cost to us pursuant to a conversion right contained in the ground lease.
(5)	Our Sheboygan property is branded as a Blue Harbor Resort. This resort is subject to a 98-year and 11-month ground lease with the Redevelopment Authority of the City of Sheboygan.
(6)	Our Sheboygan resort includes an additional 64 individually owned two and four bedroom condominium units.
(7)	Ripley’s, our licensee, owns this resort. We are assisting Ripley’s with construction management and other pre-opening matters related to the Great Wolf Lodge in Niagara Falls. We have granted Ripley’s a license to use the Great Wolf Lodge name for this resort and other intellectual property for ten years after opening. We have agreed to enter into a management agreement, pursuant to which we expect to operate the resort on behalf of Ripley’s for five years, and a central reservations agreement. In conjunction with this project, we expect to receive a one-time construction fee and ongoing license, central reservation and management fees.

      Revenue and Key Performance Indicators. We seek to generate positive cash flows and net income from each of our owned resorts. Our rooms revenue represents sales to guests of room nights at our resorts, and is the largest contributor to our cash flows and profitability. Rooms revenue accounted for approximately 70% of our total resort revenue for the year ended December 31, 2003. We employ sales and marketing efforts to increase overall demand for rooms at our resorts. We seek to optimize the relationship between room rates and occupancies through the use of yield management techniques that attempt to project demand in order to selectively increase room rates during peak demand. These techniques are designed to assist us in managing our higher occupancy nights to achieve maximum rooms revenue, and include such practices as: monitoring our historical trends for occupancy and estimating our high occupancy nights; offering the highest discounts to previous guests in off-peak periods to build customer loyalty and enhance our ability to charge higher rates in peak periods; structuring rates to allow us to offer our previous guests the best rate while simultaneously working with a promotional partner or offering internet specials; monitoring sales of room types daily to evaluate the effectiveness of offered discounts; and offering specials on standard suites and yielding better rates on larger suites when standard suites sell out. In addition, we seek to maximize the amount of time and money spent on-site by our guests by providing a variety of revenue-generating amenities.

      We have several key indicators that we use to evaluate the performance of our business. These indicators include the following:

• occupancy;

• average daily room rate, or ADR;

• revenue per available room, or RevPAR;

• total revenue per available room, or Total RevPAR;

• total revenue per occupied room, or Total RevPOR; and

• EBITDA.

      Occupancy, ADR and RevPAR are commonly used measures within the hospitality industry to evaluate hotel operations.

• Occupancy is the average daily percentage of available rooms that are sold.

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• ADR is the average daily room rate charged and is calculated by dividing total rooms revenue by total occupied rooms.

• RevPAR is the product of occupancy and ADR.

Occupancy allows us to measure the general overall demand for rooms at our resorts and the effectiveness of our sales and marketing strategies. ADR allows us to measure the effectiveness of our yield management strategies. ADR and RevPAR only include rooms revenue. Total RevPOR and Total RevPAR include both rooms revenue and other revenue derived from food and beverage and other amenities at our resorts. We consider Total RevPOR and Total RevPAR to be key performance indicators for our business because we derive a significant portion of our revenue from food and beverage and other amenities. For the year ended December 31, 2003 and the nine months ended September 30, 2004, approximately 30% and 31%, respectively of our total revenues consisted of non-rooms revenue.

      We use RevPAR and Total RevPAR to evaluate the blended effect that changes in occupancy, ADR and Total RevPOR have on our profitability. We focus on increasing ADR and Total RevPOR because those increases can have the greatest positive impact on our profitability. In addition, we seek to maximize occupancy, as increases in occupancy generally lead to greater total revenues at our resorts, and maintaining certain occupancy levels is key to covering our fixed costs. Increases in total revenues as a result of higher occupancy are, however, typically accompanied by additional incremental costs (including housekeeping services, utilities and room amenity costs). In contrast, increases in total revenues from higher ADR and Total RevPOR are typically accompanied by lower incremental costs, and result in a greater increase in profitability.

      We also use EBITDA as a measure of the operating performance of each of our resorts. EBITDA is a supplemental financial measure, and is not defined by accounting principles generally accepted in the United States of America, or GAAP. EBITDA as calculated by us is not necessarily comparable to similarly titled measures used by other companies. In addition, EBITDA: (a) does not represent net income or cash flows from operations as defined by GAAP; (b) is not necessarily indicative of cash available to fund our cash flow needs; and (c) should not be considered as an alternative to net income, operating income, cash flows from operating activities or our other financial information as determined under GAAP (such as total revenues, operating profit and earnings per share). See “Non-GAAP Financial Measures” for further discussion of our use of EBITDA and a reconciliation to net income.

      Formation. We were formed in May 2004 to succeed to the family entertainment resort business of our predecessor companies, The Great Lakes Companies, Inc. and a number of its related entities, which we refer to collectively as Great Lakes. Great Lakes has developed and operated hotels since 1995. In 1999, Great Lakes began its resort operations by purchasing the Great Wolf Lodge in Wisconsin Dells, Wisconsin and developing the Great Wolf Lodge in Sandusky, Ohio, which opened in 2001. In 2003, Great Lakes opened two additional Great Wolf Lodge resorts, one in Traverse City, Michigan and the other in Kansas City, Kansas. In June 2004, Great Lakes opened the Blue Harbor Resort in Sheboygan, Wisconsin. Great Lakes is currently developing two additional resorts that are under construction in Williamsburg, Virginia and the Pocono Mountains region of Pennsylvania, and has licensed a resort owned by a third party that is under construction in Niagara Falls, Ontario (Canada). After completion of this offering and the formation transactions, we will become the owner and operator of each of these resorts, other than the Niagara Falls resort, and will be the manager of all eight resorts.

      We have set forth below a discussion of the historical operations of Great Lakes since we have not had any operations since our formation and because we believe that a discussion of the results of Great Wolf Resorts, Inc. would not be meaningful.

      Industry Trends and Outlook. While no standard industry definition for a family entertainment resort featuring an indoor waterpark has developed, we generally consider resorts with at least 200 rooms featuring indoor waterparks larger than 25,000 square feet, as well as a variety of water slides and other water-based attractions, to be competitive with our resorts. The concept of a family entertainment resort with an indoor waterpark was first introduced in Wisconsin Dells, Wisconsin and has evolved there over the past 15 years. We

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believe those resorts have historically outperformed standard hotels in that market. We believe that the rate premiums and increased market share in Wisconsin Dells have been significant and that no other operator or developer other than Great Lakes has established a regional portfolio of family entertainment resorts featuring indoor waterparks. We intend to continue to expand our portfolio of owned resorts throughout the United States and to selectively seek licensing and management opportunities domestically and internationally. The resorts we are currently constructing and plan to develop in the future require significant industry knowledge and substantial capital resources. We believe that a number of other resort operators are developing or considering the development of family entertainment resorts that will compete directly with our resorts. In particular, one of our current competitors is constructing a resort in Sandusky and another competitor is constructing a resort near Traverse City.

      We believe there are characteristics of the domestic travel and leisure industry that indicate families favor frequent, short, drive-to vacations. According to the Travel Industry Association of America, or TIA, from 1994 to 2003 the number of domestic leisure trips taken by families grew from approximately 96 million trips in 1994 to 154 million trips in 2003. In 2003, approximately 45% of leisure trips lasted one to two nights. The primary mode of transportation for 77% of the overnight leisure trips in 2003 was by automobile. We believe these statistics provide evidence that our segment of the travel and leisure industry has strong demand characteristics that make our family entertainment resorts attractive to leisure travelers.

      Our primary business objective is to increase long-term stockholder value. We believe we can increase stockholder value by executing our internal and external growth strategies. Our primary internal growth strategies are to: maximize total resort revenue; minimize costs by leveraging our economies of scale; and build upon our existing brand awareness and loyalty in order to compete more effectively. Our primary external growth strategies are to: capitalize on our first-mover advantage by being the first to develop and operate family entertainment resorts featuring indoor waterparks in our selected target markets; focus on development and strategic growth opportunities by seeking to develop and open at least two new owned resorts in target markets each year for the next several years and target selective licensing opportunities; and continue to innovate by leveraging our in-house expertise, in conjunction with the knowledge and experience of our third-party suppliers and designers.

      In attempting to execute our internal and external growth strategies, we will be subject to a variety of business challenges and risks. These challenges include: development and licensing of properties; increases in costs of constructing, operating and maintaining our resorts; competition from other entertainment companies, both within and outside our industry segment; and external economic risks, including family vacation patterns and trends. We seek to meet these challenges by providing sufficient management oversight to site selection, development and resort operations, concentrating on growing and strengthening awareness of our brand and demand for our resorts, and maintaining our focus on safety.

Great Lakes Predecessor Combined Historical Financial Information

      The Great Lakes Predecessor, or Predecessor, combined historical financial information includes the following:

• The Great Lakes Companies, Inc. and its consolidated subsidiaries, including development of, ownership interests in, and management contracts with respect to, resorts (“resort activity”) and certain non-resort hotels and multifamily housing development and management assets (“non-resort activity”);

• the entities that own our Traverse City, Kansas City and Sheboygan operating resorts; and

• the entities that own our Williamsburg and Pocono Mountains resorts that are under construction.

      The Traverse City, Kansas City and Sheboygan resorts opened in March 2003, May 2003 and June 2004, respectively. Therefore, Predecessor’s historical results of operations only reflect operating results for Traverse City, Kansas City and Sheboygan for those periods after the resort opening dates.

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Predecessor’s financial statements do not include the entities that own the Wisconsin Dells and Sandusky operating resorts as those entities are controlled by affiliates of AIG SunAmerica.

      Revenues. Predecessor’s revenues consist of the following:

• lodging revenue, which consists of rooms, food and beverage and other department revenues from its consolidated and combined hotels and resorts;

• management fee revenue from both resort activity and non-resort activity, which includes fees received under its management agreements; and

• other revenue, which consists of accounting fees, development fees, central reservation fees, construction management fees and other fees.

      Predecessor employs the staff at its managed properties. Under its management agreements, the hotel and resort owners reimburse Predecessor for payroll, benefits and certain other costs related to the operations of the managed properties. Emerging Issues Task Force, or EITF, Issue No. 01-14, “Income Statement Characteristics of Reimbursements for Out-of-pocket Expenses,” establishes standards for accounting for reimbursable expenses in Predecessor’s income statement. Under this pronouncement, the reimbursement of payroll, benefits and costs is recorded as revenue on Predecessor’s statement of operations, with a corresponding expense recorded as “other expenses from managed properties.”

      Operating Expenses. Predecessor’s departmental operating expenses consist of rooms, food and beverage and other department expenses.

      Predecessor’s other operating expenses include the following items:

• selling, general and administrative expenses, which are associated with the management of hotels and resorts and which consist primarily of expenses such as corporate payroll and related benefits, operations management, sales and marketing, finance, legal, information technology support, human resources and other support services, as well as general corporate expenses;

• property operation and maintenance expenses;

• depreciation and amortization; and

• other expenses from managed properties, which are recorded as an expense in accordance with EITF 01-14.

Dells/Sandusky Combined Historical Financial Information

      The Dells/Sandusky combined historical financial information includes the entities that own our Wisconsin Dells and Sandusky operating resorts.

      Revenues. Dells/Sandusky’s revenues consist of lodging revenue, which consists of rooms, food and beverage and other department revenues from its resorts.

      Operating Expenses. Dells/Sandusky’s departmental operating expenses consist of rooms, food and beverage and other department expenses.

      Dells/Sandusky’s other operating expenses include the following items:

• selling, general and administrative expenses, which consists primarily of sales and marketing, finance, information technology support, human resources and other support services;

• property operation and maintenance expenses; and

• depreciation and amortization.

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Great Wolf Resorts Consolidated Pro Forma Financial Information

      Our consolidated pro forma financial information includes:

• the Predecessor combined historical financial information as described above, giving effect to the spin-off from Predecessor’s combined historical financial information of Predecessor’s non-resort activity;

• the Dells/Sandusky combined historical financial information as described above; and

• adjustments to give effect to this offering and the formation transactions as if they had occurred at the beginning of the periods presented.

      Revenues. Our revenues consist of lodging revenue, which includes rooms, food and beverage, and other department revenues from our resorts.

      Operating Expenses. Our departmental operating expenses consist of rooms, food and beverage and other department expenses.

      Our other operating expenses include the following items:

• selling, general and administrative expenses, which are associated with the management of resorts and which consist primarily of expenses such as corporate payroll and related benefits, operations management, sales and marketing, finance, legal, information technology support, human resources and other support services, as well as general corporate expenses;

• property operation and maintenance expenses; and

• depreciation and amortization.

Critical Accounting Policies and Estimates

      The preparation of our consolidated financial statements and our financial reporting process involve the use of accounting estimates based on our current judgments. Certain accounting estimates are particularly sensitive because of their significance to our consolidated financial statements and because of the possibility that future events affecting them may differ from our current judgments.

      Investments in Property and Equipment. We record investments in property and equipment at cost. Improvements and replacements are capitalized when they extend the useful life, increase capacity or improve the efficiency of the asset. Repairs and maintenance are charged to expense as incurred.

      Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings and improvements	40 years
Land improvements	15 years
Fixtures and equipment, including waterpark equipment	3-10 years

      We are required to make subjective assessments as to these useful lives for purposes of determining the amount of depreciation and amortization to record annually with respect to our investments in property and equipment. These assessments have a direct impact on our net income because if we were to shorten the expected useful lives of our investments in property and equipment we would depreciate and amortize such investments over fewer years, resulting in more depreciation and amortization expense and lower net income on an annual basis.

      When circumstances, such as adverse market conditions, indicate the carrying values of a long-lived asset may be impaired, we perform an analysis to review the recoverability of the asset’s carrying value. We make estimates of the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the

45

carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income.

      We are required to make subjective assessments as to the fair value of assets and liabilities in connection with purchase accounting adjustments recorded related to real estate we acquire, including the resorts acquired through the formation transactions which are accounted for by the purchase method of accounting. For resorts acquired subsequent to June 30, 2001, the effective date of Statement of Financial Accounting Standards, or SFAS, No. 141, “Business Combinations,” this includes allocating the acquisition value among the property and equipment and identifiable intangible assets acquired.

      Carrying Value of Goodwill. As a result of the formation transactions, we expect to record approximately $203,000 of goodwill on our balance sheet. On an annual basis, we perform an analysis to determine any impairment of the carrying value of goodwill. To test goodwill for impairment, we analyze the fair value of the individual resort to which the goodwill is assigned to the carrying value of that resort. If the analysis indicates that the carrying value is less than the fair value of the individual resort, we compare the implied fair value of the resort’s goodwill with the carrying amount of that goodwill. The implied fair value of the goodwill is determined by allocating the fair value of the individual resort to all the assets and liabilities of that resort as if it had been acquired in a business combination. The excess of the fair value of the individual resort over the amounts assigned to its assets and liabilities is the implied fair value of the goodwill. If the implied fair value of the goodwill is less than the carrying value, an impairment loss is recognized. Any impairment losses are recorded as operating expenses, which reduce net income.

Non-GAAP Financial Measures

      We use EBITDA as a measure of our operating performance. EBITDA is a supplemental non-GAAP financial measure. EBITDA is commonly defined as net income plus (a) interest expense, (b) income taxes and (c) depreciation and amortization.

      EBITDA as calculated by us is not necessarily comparable to similarly titled measures by other companies. In addition, EBITDA (a) does not represent net income or cash flows from operations as defined by GAAP; (b) is not necessarily indicative of cash available to fund our cash flow needs; and (c) should not be considered as an alternative to net income, operating income, cash flows from operating activities or our other financial information as determined under GAAP.

      We believe EBITDA is useful to an investor in evaluating our operating performance because:

• a significant portion of our assets consists of property and equipment that are depreciated over their remaining useful lives in accordance with GAAP. Because depreciation and amortization are non-cash items, we believe that presentation of EBITDA is a useful measure of our operating performance;

• it is widely used in the hospitality and entertainment industries to measure operating performance without regard to items such as minority interests and gain on sale of real estate; and

• we believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the impact of items directly resulting from our asset base, primarily depreciation and amortization, from our operating results.

      Our management uses EBITDA:

• as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis as it removes the impact of items directly resulting from our asset base, primarily depreciation and amortization and non-recurring or unusual items, from our operating results;

• for planning purposes, including the preparation of our annual operating budget;

• as a valuation measure for evaluating our operating performance and our capacity to incur and service debt, fund capital expenditures and expand our business; and

• as one measure in determining the value of other acquisitions and dispositions.

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We also expect that covenants in our new revolving credit facility will require us to meet financial tests based upon EBITDA.

      Using a measure such as EBITDA has material limitations. These limitations include the difficulty associated with comparing results among companies and the inability to analyze certain significant items, including depreciation and interest expense, which directly affect our net income or loss. Management compensates for these limitations by considering the economic effect of the excluded expense items independently, as well as in connection with its analysis of net income.

      The tables shown below reconcile net loss to EBITDA for the periods presented.

		Consolidated Pro Forma
		Nine Months Ended			Year Ended
		September 30, 2004			December 31, 2003
Net (loss)			$(465	)		$(646	)
Adjustments:
	Interest expense, net		4,092			3,173
	Income tax expense (benefit)		(310	)		(431	)
	Depreciation and amortization		15,105			15,327
EBITDA			$18,422			$17,423

		Predecessor
		Nine Months Ended
		September 30,					Year Ended December 31,
		2004			2003		2003			2002			2001
Net income (loss)			$(4,961	)		$1,177		$(4,543	)		$(6,755	)		$(1,177	)
Adjustments:
	Interest expense, net		5,130			4,205		6,542			2,920			3,468
	Income tax expense		—			—		—			—			—
	Depreciation and amortization		9,569			6,731		10,440			4,169			3,996
EBITDA			$9,738			$12,113		$12,439			$334			$6,287

		Dells/Sandusky
		Nine Months Ended
		September 30,				Year Ended December 31,
		2004		2003		2003		2002		2001
Net income (loss)			$3,167	$	4,189	$	2,116	$	2,822	$	(2,214	)
Adjustments:
	Interest expense, net		3,424		3,502		4,666		4,896		5,086
	Income tax expense		—		—		—		—		—
	Depreciation and amortization		5,552		5,752		8,090		8,414		8,764
EBITDA		$	12,143	$	13,443	$	14,872	$	16,132	$	11,636

Great Lakes Predecessor Historical Results of Operations

Nine Months Ended September 30, 2004 Compared with Nine Months Ended September 30, 2003

      The following table shows key operating statistics for Predecessor’s Traverse City and Kansas City resorts for the nine months ended September 30, 2004 and 2003:

	2004			2003			Change
Occupancy		70.5	%		69.8	%		0.7	%
ADR	$	210.54		$	205.78		$	4.76
RevPAR	$	148.49		$	143.55		$	4.94
Total RevPAR	$	214.87		$	214.52		$	0.35
Total RevPOR	$	304.65		$	307.51		$	(2.86	)

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The Traverse City, Kansas City and Sheboygan resorts opened in March 2003, May 2003 and June 2004, respectively. As a result, comparisons of changes in total revenue, rooms revenue and other revenue between the nine-month periods ended September 30, 2004 (during which two resorts were open for the entire period and one resort opened) and September 30, 2003 (during which two resorts opened) are not meaningful.

      Revenues. Total revenues increased $18,631 to $53,653 for the first nine months of 2004 compared to $35,022 for the first nine months of 2003. This increase was primarily due to:

•  The commencement of operations at the Great Wolf Lodge in Traverse City, Michigan, which opened in March 2003. This resort had revenues of $18,445 in the first nine months of 2004 as compared to $13,927 in the first nine months of 2003, an increase of $4,518;

•  The commencement of operations at the Great Wolf Lodge in Kansas City, Kansas, which opened in May 2003. This resort had revenues of $14,643 in the first nine months of 2004 compared to $6,588 in the first nine months of 2003, an increase of $8,055; and

•  The commencement of operations at the Blue Harbor Resort in Sheboygan, Wisconsin, which opened in June 2004. This resort had revenues of $5,630 in the first nine months of 2004.

      Operating expenses. Total departmental expenses increased $6,459 to $14,713 for the first nine months of 2004 compared to $8,254 for the first nine months of 2003, primarily due to the opening of the Traverse City, Kansas City and Sheboygan resorts in March 2003, May 2003 and June 2004, respectively.

      Total other operating expenses increased $13,953 to $41,689 for the first nine months of 2004, compared to $27,736 for the first nine months of 2003. This increase was primarily due to:

•  Selling, general and administrative expenses increased $6,883 to $15,014 for the first nine months of 2004 from $8,131 for the first nine months of 2003, primarily due to the effect of the Traverse City and Kansas City resorts opening in 2003 and the Sheboygan resort opening in 2004, and due to the effect of additional labor costs at The Great Lakes Companies due to increases in staffing.

•  Property operating costs increased $1,922 to $6,145 for the first nine months of 2004 from $4,223 in the first nine months of 2003, primarily due to the effect of the Traverse City and Kansas City resorts opening in 2003 and the Sheboygan resort opening in 2004.

•  Depreciation and amortization expense increased $4,815 to $9,490 for the first nine months of 2004 from $4,675 for the first nine months of 2003. This increase resulted from;

•  the purchases or placement into service of property and equipment during 2003, primarily at the Traverse City and Kansas City resorts that opened in 2003, and the related increase in depreciation taken on those assets; and

•  the purchases or placement into service of property and equipment in 2004, primarily at the Sheboygan resort that opened in 2004, and the related increase in depreciation taken on those assets.

      Operating (loss). Operating (loss) for the first nine months of 2004 increased $1,781 to $(2,749) from $(968) for the first nine months of 2003.

      Net income (loss). Net income decreased $6,138 to $(4,961) for the first nine months of 2004 from $1,177 in the first nine months of 2003. This decrease was due to the following:

•  Net interest expense increased $1,918 to $4,553 in the first nine months of 2004 from $2,635 in the first nine months of 2003. This increase was due primarily to increased debt levels as a result of finishing construction of the Traverse City and Kansas City resorts during 2003 and the Sheboygan resort in 2004.

•  Interest on mandatorily redeemable ownership interests increased $4,295 from $(3,220) in the first nine months of 2003 to $1,075 in the first nine months of 2004. This increase was due to an increase in the

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redemption value of certain mandatorily redeemable equity interests in the first nine months of 2004. Predecessor treated the following as mandatorily redeemable financial instruments:

• Class A and Class B shares of The Great Lakes Companies, Inc. that are obligated to be redeemed in cash if a shareholder dies or incurs certain triggering events. The redemption price is calculated based on a formula with The Great Lakes Companies, Inc.’s net operating income and a multiple based on the type of triggering event. The shares contain restrictions on transfers and sales by the shareholders.

• Class B Units of Great Wolf Lodge of Kansas City, LLC that are required to be redeemed in cash no later than the fifth anniversary date of the operating commencement date of the Kansas City resort. The redemption price is based on the greater of fair value or an internal rate of return.

•  A cumulative effect of change in accounting principle of $460 related to the adoption of SFAS No. 150 was recorded in 2003. This gain resulted from recording at fair market value the value of certain mandatorily redeemable equity interests.

      This decrease was partially offset by:

•  A gain on sale of real estate of $1,653 in the first nine months on 2004 from the sales of land owned in Ontario, Canada and Beckley, West Virginia.

•  Income from discontinued operations increased $363 to $1,864 in the first nine months of 2004 from $1,501 in the first nine months of 2003, due to the sale of certain hotel assets in 2003 for a larger gain than hotel assets sold in 2004.

Year Ended December 31, 2003 Compared with Year Ended December 31, 2002

      Revenues. Total revenues increased $27,999 to $47,824 for 2003 compared to $19,825 for 2002. This increase was primarily due to:

• the commencement of operations at the Great Wolf Lodge in Traverse City, Michigan, which opened in March 2003. This property produced revenues of $18,232 in 2003; and

• the commencement of operations at the Great Wolf Lodge in Kansas City, Kansas, which opened in May 2003. This property produced revenues of $9,971 in 2003.

      Operating expenses. Total departmental expenses increased $11,848 to $12,313 for 2003 compared to $465 for 2002, primarily due to the commencement of operations of the Traverse City and Kansas City resorts during 2003. The Traverse City resort had $7,167 of rooms, food and beverage and other expenses in 2003. The Kansas City resort had $5,054 of similar departmental expenses in 2003. These increases in departmental operating expenses were partially offset by the reduced expenses from the sale of the Manassas Country Inn & Suites, the Manassas Fairfield Inn and the Hampton Inn & Suites Warwick during 2003.

      Total other operating expenses increased $19,659 to $40,326 for 2003, compared to $20,667 for 2002. This increase was primarily due to:

•  Selling, general and administrative expenses increased by $7,350 to $11,706 for 2003 from $4,356 for 2002, primarily due to the effect of the Traverse City and Kansas City resorts commencing operations in 2003.

•  Property operating costs increased $4,770 to $5,671 for 2003 from $901 in 2002, primarily due to the effect of the Traverse City and Kansas City resorts commencing operations in 2003.

• Depreciation and amortization expense increased by $7,443 to $8,045 for 2003 from $602 for 2002. This increase resulted from the purchases or placement into service of property, plant and equipment during 2003, primarily at the Traverse City and Kansas City resorts that commenced operations in 2003, and the related increase in depreciation taken on those assets.

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• Other expenses from managed properties increased $96 to $14,904 for 2003 from $14,808 for 2002 due to increased payroll costs at managed properties.

      Operating (loss). Operating (loss) for 2003 increased $3,508 to $(4,815) from $(1,307) for 2002.

      Net (loss). Net (loss) decreased $2,212 to $(4,543) in 2003 from $(6,755) in 2002. This decrease was primarily due to the following:

• Distributions in excess of minority interest capital decreased $53 from $53 in 2002 to $0 in 2003. This change was due to decreased amounts of distributions in 2003 as compared to 2002.

•  Interest on mandatorily redeemable ownership interests was $(3,136) in 2003 and $4,479 in 2002, due to the adoption of SFAS No. 150 on July 1, 2003 and the marking to fair value of the derivative instruments related to the mandatorily redeemable ownership interests.

• Income (loss) from discontinued operations increased $2,147 to $1,804 for 2003 from $(343) for 2002. SFAS No. 144 requires the net activity of assets held for sale or disposed of during a fiscal period to be classified as discontinued operations. The income from discontinued operations increased significantly in 2003 as a result of gains on sale of the Manassas Country Inn & Suites, the Manassas Fairfield Inn and the Hampton Inn & Suites Warwick during 2003.

• A cumulative effect of change in accounting principle of $460 related to the adoption of SFAS No. 150 was recorded in 2003. This gain resulted from recording at fair market value the value of certain mandatorily redeemable equity interests.

      This decrease was partially offset by the increase in operating (loss), as well as:

• Net interest expense increased $4,232 to $4,703 in 2003 from $471 in 2002. This increase was due primarily to increased debt levels as a result of finishing construction of the Traverse City and Kansas City resorts during 2003.

• Minority interests increased $336 to $425 in 2003 from $89 in 2002 due to higher levels of earnings before minority interests.

Year Ended December 31, 2002 Compared with Year Ended December 31, 2001

      Revenues. Total revenues increased $1,416 to $19,825 for 2002 compared to $18,409 in 2001. This increase was primarily due to higher management fee revenue and other revenue from managed properties in 2002 due to increased revenues at managed hotels.

      Operating expenses. Total department expenses decreased $44 to $465 in 2002 from $509 in 2001. This decrease was primarily due to the sale of an office building in 2002.

      Total other operating expenses increased $2,519 to $20,667 for 2002 compared to $18,148 for 2001. This increase was primarily due to:

• Selling, general and administrative expenses increased $300 to $4,356 for 2002 from $4,056 for 2001, due to increases in hotel-level expenses.

• Property operating costs increased $626 to $901 for 2002 from $275 in 2001. This increase was primarily due to increases in hotel-level expenses.

• Depreciation and amortization expense increased $71 to $602 for 2002 from $531 for 2001.

• Other expenses from managed properties increased $1,522 to $14,808 for 2002 from $13,286 for 2001. This increase was due to a larger number of total hotels managed in 2002 as compared to 2001.

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      Operating (loss). Operating (loss) for 2002 increased $1,059 to $(1,307) from $(248) for 2001.

      Net (loss). Net (loss) increased $5,578 to $(6,755) in 2002 from $(1,177) in 2001. This increase was due primarily to the increase in operating (loss), as explained above, and to the following factors:

• Interest on mandatorily redeemable ownership interests increased $4,089 to $4,479 in 2002 from $390 in 2001. This increase was due to the creation of new mandatorily redeemable equity interests for the Kansas City resort in 2002.

• Distributions in excess of minority interest capital increased $53 from $0 in 2001. This change was due to increased distributions in the 2002 period.

• Minority interests expense increased $758 to $89 in 2002 from $(669) in 2001, due to higher levels of earnings before minority interests.

• (Loss) from discontinued operations increased $87 to $(343) for 2002 from $(256) for 2001. SFAS No. 144 requires the net activity of assets held for sale or disposed of during a fiscal period to be classified as discontinued operations. The (loss) from discontinued operations increased in 2002 due to lower levels of net income from hotels held for sale.

      This increase was partially offset by:

• Net interest expense decreased $244 to $471 in 2002 from $715 in 2001. This decrease was due primarily to decreased interest rates on variable rate debt in 2002 as compared to 2001.

• Gain on sale of real estate increased $109 to $13 in 2002 from $(96) in 2001.

Dells/Sandusky Historical Results of Operations

Nine Months Ended September 30, 2004 Compared with Nine Months Ended September 30, 2003

      The following table shows key operating statistics for Dells/Sandusky for the nine months ended September 30, 2004 and 2003:

	2004			2003			Change
Occupancy		69.1	%		69.3	%		(0.2	)%
ADR	$	215.82		$	215.86		$	(0.04	)
RevPAR	$	149.14		$	149.56		$	(0.42	)
Total RevPAR	$	207.28		$	207.45		$	(0.17	)
Total RevPOR	$	299.95		$	299.41		$	0.54

      Dells/Sandusky’s total revenue remained relatively flat at $32,941 for the first nine months of 2004 compared to $32,848 for the first nine months of 2003. Rooms revenue increased $20, or less than 1%, for the first nine months of 2004 compared to the first nine months of 2003, while total non-rooms revenue increased $73, or 1%, period over period. The rooms revenue increase resulted from a slightly higher number of total available rooms in the first nine months of 2004, offset by a $0.42 decline in RevPAR for the first nine months of 2004 compared to the first nine months of 2003, reflecting a combination of lower overall ADR and occupancy in the first nine months of 2004. Non-rooms revenue per available room was $58.14 and $57.89 in the first nine months of 2004 and 2003, respectively. Total non-rooms revenue increased due to the slightly higher number of available rooms in the first nine months of 2004 and the $0.25 increase in non-rooms revenue per available room.

      Operating expenses. Total departmental expenses increased $398, or 4%, to $10,677 for the first nine months of 2004 compared to $10,279 for the first nine months of 2003. Total departmental expenses as a percentage of total revenues increased to 32% for the first nine months of 2004 from 31% for the first nine months of 2003, primarily due to higher food costs and rooms department labor expense period over period.

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      Total other operating expenses increased $795, or 5%, to $15,673 for the first nine months of 2004, compared to $14,878 for the first nine months of 2003. This increase resulted primarily from:

•  Selling, general and administrative expenses increased $692, or 13%, to $6,182 for the first nine months of 2004 from $5,490 for the first nine months of 2003. This increase resulted primarily from higher labor costs and legal expenses in the 2004 period.

•  Property operation and maintenance expenses increased $303, or 8%, to $3,939 for the first nine months of 2004 from $3,636 for the first nine months of 2003. This increase resulted primarily from higher real estate and property taxes for both resorts.

      This increase was partially offset by:

•  Depreciation and amortization expense decreased $200, or 3%, to $5,552 for the first nine months of 2004 from $5,752 for the first nine months of 2003.

      Operating income. Operating income for the first nine months of 2004 decreased $1,100, or 14%, to $6,591 from $7,691 for the first nine months of 2003. This decrease was due to the combined effect of the increase in total revenue and increases in total departmental expenses and total other operating expenses, as discussed above.

      Net income. Net income decreased $1,022 to $3,167 in the first nine months of 2004 from $4,189 in the first nine months of 2003. This decrease was primarily due to the decrease in operating income.

Year Ended December 31, 2003 Compared with Year Ended December 31, 2002

      The following table shows key operating statistics for Dells/Sandusky for the years ended December 31, 2003 and 2002:

	2003			2002			Change
Occupancy		65.0	%		66.6	%		(1.6	)%
ADR	$	212.81		$	205.58		$	7.23
RevPAR	$	138.34		$	136.96		$	1.38
Total RevPAR	$	193.09		$	190.96		$	2.13
Total RevPOR	$	297.03		$	286.63		$	10.40

      Dells/Sandusky’s total revenue increased $291, or 1%, to $40,718 for 2003 compared to $40,427 for 2002. Rooms revenue increased $177, or 1%, for 2003 compared to 2002 and total other revenue increased $114, or 1%, year over year. The rooms revenue increase resulted from a $1.38 improvement in RevPAR for 2003 compared to 2002, reflecting a combination of higher ADR, offset by lower overall occupancy and a slightly lower number of total available rooms in 2003. Non-rooms revenue per available room was $54.75 and $54.00 in 2003 and 2002, respectively. The total other revenue increase resulted from the $0.75 improvement in non-rooms revenue per available room, offset by the slightly lower number of available rooms in 2003.

      Operating expenses. Total departmental expenses decreased $176, or 1%, to $13,320 for 2003 compared to $13,496 for 2002. Total departmental expenses as a percentage of total revenues decreased modestly to 32.7% in 2003 from 33.4% in 2002, reflecting growth in ADR and Total RevPOR.

      Total other operating expenses increased $1,403, or 7%, to $20,616 for 2003, compared to $19,213 for 2002. The increase was primarily due to:

• Selling, general and administrative expenses increased $1,015, or 16%, to $7,557 for 2003 from $6,542 for 2002. This increase resulted primarily from increases in labor costs year over year and higher levels of advertising and promotion expenses to increase awareness and demand for the resorts, particularly for the Wisconsin Dells resort.

• Property operation and maintenance expenses increased $712, or 17%, to $4,969 for 2003 from $4,257 for 2002. This increase resulted from higher utilities costs at both resorts, and higher real estate and property taxes for the Wisconsin Dells resort.

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      This increase was partially offset by:

• Depreciation and amortization expense decreased $324, or 4%, to $8,090 for 2003 from $8,414 for 2002. This decrease resulted from certain loan fees at the Wisconsin Dells resort becoming fully amortized during 2002 due to the refinancing of the loan.

      Operating income. Operating income for 2003 decreased $936, or 12%, to $6,782 from $7,718 for 2002. This decrease was due to the effect of the increase in total other operating expenses, partially offset by the increases in total revenue and decrease in total departmental expenses, as discussed above.

      Net income. Net income decreased by $706, to $2,116 in 2003 from $2,822 in 2002. This decrease was due to the decrease in operating income, as discussed above, partially offset by a decrease in net interest expense of $230, or 5%, to $4,666 for 2003 from $4,896 for 2002. This net interest expense decrease was primarily due to decreased rates on variable interest debt during the two years.

Year Ended December 31, 2002 Compared with Year Ended December 31, 2001

      The following table shows key operating statistics for Dells/Sandusky for the years ended December 31, 2002 and 2001:

	2002			2001			Change
Occupancy		66.6	%		67.6	%		(1.0	)%
ADR	$	205.58		$	198.46		$	7.12
RevPAR	$	136.96		$	134.07		$	2.89
Total RevPAR	$	190.96		$	181.06		$	9.90
Total RevPOR	$	286.63		$	268.00		$	18.63

      Dells/Sandusky’s total revenue increased $5,789, or 17%, to $40,427 for 2002 compared to $34,638 for 2001. Rooms revenue increased $3,345, or 13%, for 2002 compared to 2001 and total other revenue increased $2,444, or 27%, year over year. The rooms revenue increase resulted from a $2.89 improvement in RevPAR for 2002 compared to 2001, reflecting a combination of higher ADR, offset by lower overall occupancy, and an 11% increase in the number of total available rooms available in 2002 as compared to 2001, due to the opening of the Sandusky resort in March 2001. Non-rooms revenue per available room was $54.00 and $46.99 in 2002 and 2001, respectively. The total other revenue increase resulted from the $7.01 improvement in non-rooms revenue per available room and the higher number of available rooms in 2002.

      Operating expenses. Total departmental expenses increased $1,985, or 17%, to $13,496 for 2002 compared to $11,511 for 2001, primarily due to the effect of a full year of operating results for the Sandusky resort during 2002. Total departmental expenses as a percentage of total revenues increased slightly to 33.4% in 2002 from 33.2% in 2001.

      Total other operating expenses decreased $1,042, or 5%, to $19,213 for 2002, compared to $20,255 for 2001. This decrease was primarily due to:

• Selling, general and administrative expenses decreased by $1,087, or 14%, to $6,542 for 2002 from $7,629 for 2001. This decrease resulted primarily from start-up costs incurred in 2001 to support the opening of the Sandusky resort.

• Depreciation and amortization expense decreased by $350, or 4%, to $8,414 from $8,764 for 2001. This decrease resulted from $1,906 of goodwill amortization in 2001 that did not re-occur in 2002 due to the adoption of SFAS 142, partially offset by increased depreciation and amortization as a result of the Sandusky resort being open for a full year in 2002.

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      This decrease was partially offset by:

• Property operation and maintenance expenses increased by $395, or 10%, to $4,257 for 2002 from $3,862 for 2001. This increase was primarily due to a full year of operating results for the Sandusky resort in 2002.

      Operating income. Operating income for 2002 increased $4,846 to $7,718 from $2,872 for 2001. This increase was due to the combined effect of the increase in total revenue and decrease in total other operating expenses, partially offset by the increase in total departmental expenses, as discussed above.

      Net income (loss). Net income (loss) increased by $5,036 to net income of $2,822 in 2002 from a net (loss) of $(2,214) in 2001. This increase was due to the increase in operating income, as discussed above, as well as the decrease in net interest expense of $190, or 4%, to $4,896 for 2002 from $5,086 for 2001. This net interest expense decrease was primarily due to decreased rates on variable interest debt during the two years.

Great Wolf Resorts Pro Forma Results of Operations

Great Wolf Resorts Pro Forma Nine Months Ended September 30, 2004 compared to Great Lakes Predecessor Historical Nine Months Ended September 30, 2004

      The pro forma condensed consolidated statement of operations for the nine months ended September 30, 2004 is presented as if this offering and the formation transactions had occurred on January 1, 2004.

      Revenues. On a pro forma basis, our total revenues would have increased $18,005 to $71,658 for the first nine months of 2004 compared to $53,653 for the historical first nine months of 2004. This increase is primarily due to the operations of the Great Wolf Lodge resorts in Wisconsin Dells and Sandusky being included in the pro forma results but not the historical results. These two properties had combined revenues of $32,941 in the pro forma first nine months of 2004.

      The increase in revenues would have been offset by the elimination of non-resort revenues of $2,872 and the elimination of $11,040 of other revenues from managed properties, representing reimbursement of payroll costs from managed hotels, due to the spin-off of the management of non-resort hotels and the purchase and resulting consolidation of the Wisconsin Dells and Sandusky properties in the pro forma results.

      Operating expenses. On a pro forma basis, our total departmental operating expenses would have increased $10,240 to $24,953 for the first nine months of 2004 compared to $14,713 for the historical first nine months of 2004. This increase is primarily due to the inclusion of the Wisconsin Dells and Sandusky resorts in the pro forma results. These two properties had combined departmental operating expenses of $10,677 in the pro forma first nine months of 2004.

      Total pro forma other operating expenses for the first nine months of 2004 would have increased $1,699 to $43,388 as compared to $41,689 for the historical first nine months of 2004. This increase reflects the inclusion of the Wisconsin Dells and Sandusky resorts in the pro forma results but not the historical results. These two properties had combined other operating expenses of $15,673 in the pro forma first nine months of 2004. This increase is partially offset by the elimination of non-resort other operating expenses of $2,668 and the elimination of $11,040 of other expenses from managed properties, due to the spin-off of the management and non-resort hotels and the purchase and resulting consolidation of the Wisconsin Dells and Sandusky properties in the pro forma results.

      Operating income (loss). Operating income (loss) for the pro forma first nine months of 2004 would have increased $6,066 to operating income of $3,317 from operating (loss) of $(2,749) on a historical basis for the same period.

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      Net income (loss). Pro forma net income (loss) for the first nine months of 2004 would have increased $4,496 to net a net loss of $(465) from net loss of $(4,961) on a historical basis for the same period. This increase reflects the increase in operating income (loss), as explained above, as well as:

•  Net interest expense on a pro forma basis for the first nine months of 2004 would have decreased $461 to $4,092 from $4,553 on a historical basis for the same period. This increase is due to the effect of reductions in debt due to the spin-off of Predecessor’s debt related to non-resort operations and the repayment of resort debt with proceeds from this offering.

•  Interest on mandatorily redeemable shares of $1,075 on a historical basis eliminated on a pro forma basis due to the conversion of the mandatorily redeemable interests to common stock in conjunction with the formation transactions.

• Minority interests of $53 on a historical basis eliminated due to the spin-off of non-resort hotel operations.

•  Income tax benefit of $310 on a pro forma basis, reflecting the new entity’s structure as a C Corporation that pays income taxes, as opposed to pass-through entities with no income tax obligations on a historical basis.

      This decrease is partially offset by:

• Gain on sale of $1,653 on a historical basis eliminated due to the spin-off of non-resort hotel operations.

•  Income from discontinued operations of $1,864 eliminated on a pro forma basis due to the spin-off of non-resort hotel operations.

Great Wolf Resorts Pro Forma Year Ended December 31, 2003 compared to Great Lakes Predecessor Historical Year Ended December 31, 2003

      The pro forma condensed consolidated statement of operations for 2003 is presented as if this offering and the formation transactions had occurred on January 1, 2003.

      Revenues. On a pro forma basis, our total revenues increased $21,096 to $68,920 for 2003 compared to $47,824 for the historical year 2003. This increase is primarily due to the operations of the Great Wolf Lodge resorts in Wisconsin Dells and Sandusky being included in the pro forma results but not the historical results. These two properties had combined revenues of $40,718 in 2003.

      The increase in revenue is offset by the spin-off of non-resort revenues of $3,182 and the elimination of $14,904 of other revenue from managed properties, representing reimbursement of payroll costs from managed hotels, due to the spin-off of the management of non-resort hotels and the purchase and resulting consolidation of the Wisconsin Dells and Sandusky properties in the pro forma results.

      Operating expenses. On a pro forma basis, our total departmental operating expenses would have increased $12,852 to $25,165 for 2003 compared to $12,313 for the historical year 2003. This increase is primarily due to the inclusion of the Wisconsin Dells and Sandusky resorts in the pro forma results. These two properties had combined departmental operating expenses of $13,320 in 2003.

      Total pro forma other operating expenses for 2003 would have increased $1,333 to $41,659 as compared to $40,326 for the historical year 2003. This increase primarily relates to the inclusion of the Wisconsin Dells and Sandusky resorts in the pro forma results. These two properties had combined other operating expenses of $20,616 in 2003. This increase is partially offset by the spin-off of the non-resort other operating expenses of $3,479, and the elimination of $14,904 of other expenses from managed properties, due to the spin-off of the management of non-resort hotels and the purchase and resulting consolidation of the Wisconsin Dells and Sandusky properties in the pro forma results.

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      Operating income (loss). Pro forma operating income (loss) for 2003 would have increased $6,911 to net income of $2,096 from a net (loss) of $(4,815) on a historical basis for the same period.

      Net (loss). Pro forma net (loss) for 2003 would have decreased $3,897 to $(646) from $(4,543) on a historical basis for the same period. This decrease reflects the increase in operating income (loss), as explained above, as well as:

• Net interest expense on a pro forma basis for 2003 would have decreased $1,530 to $3,173 from $4,703 on a historical basis for the same period. This decrease is due primarily to the effect of reductions in debt due to the spin-off of debt related to non-resort operations and the repayment of resort debt with proceeds from this offering.

• Minority interests of $425 on a historical basis for 2003 eliminated due to the spin-off of non-resort hotel operations and the purchase of non-owned interests of the resorts.

• Income tax benefit would have been $(431) on a pro forma basis for 2003, reflecting the new entity’s structure as a C Corporation that owes income taxes, as opposed to pass-through entities with no income tax obligations on a historical basis for the same period.

      This decrease was partially offset by:

•  Interest on mandatorily redeemable shares of $(3,136) on a historical basis eliminated on a pro forma basis due to the conversion of the mandatorily redeemable interests to common stock in conjunction with the formation transactions.

• Income from discontinued operations of $1,804 eliminated on a pro forma basis due to the spin-off of non-resort hotel operations.

•  Cumulative effect of change in accounting principle of $460 eliminated on a pro forma basis due to the spin-off of non-resort hotel operations and the purchase of non-owned interests of the resorts.

Liquidity and Capital Resources

      We believe that this offering and the formation transactions will improve our liquidity through changes in our capital structure, principally through the reduction in our overall debt. As of September 30, 2004, we had pro forma total indebtedness of approximately $123,055. Prior to completion of this offering and the formation transactions, we expect to incur, on a pro forma basis, an additional approximately $18,000 of indebtedness in connection with our Williamsburg and Pocono Mountains resort developments. Concurrently with this offering, we intend to enter into a $75,000 revolving credit facility and a $75,000 secured mortgage financing. We intend to maintain conservative leverage in order to provide future financial flexibility.

Short-Term Liquidity Requirements

      Our short-term liquidity requirements consist primarily of funds necessary to pay operating expenses including:

• recurring maintenance, repairs and other operating expenses necessary to properly maintain our resorts;

• property taxes and insurance expenses;

• interest expense and scheduled principal payments on outstanding indebtedness; and

• general and administrative expenses.

      Historically, we have satisfied our short-term liquidity requirements through operating cash flows, proceeds from borrowings and equity contributions from investors. In the future, we believe that cash generated by this offering and our operations, together with borrowing capacity under our line of credit, will be sufficient to fund our requirements for working capital, capital expenditures and debt service for the next twelve months.

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Long-Term Liquidity Requirements

      Our long-term liquidity requirements consist primarily of funds necessary to pay for scheduled debt maturities, renovations, expansion and other non-recurring capital expenditures that need to be made periodically to our resorts as well as the costs associated with the development of new resorts. In the three months ended December 31, 2004 and in 2005, we anticipate capital expenditures of approximately $40,000 and $83,200, respectively, for these purposes, which does not include costs to develop resorts after Williamsburg and Poconos. We expect to meet these needs through existing working capital, cash provided by operations and through a combination of mortgage financing on properties being developed, additional borrowings under a revolving credit facility that we intend to enter into concurrently with the consummation of this offering, and the issuance of equity instruments, including common stock, or additional or replacement debt, if market conditions permit. We believe these sources of capital will be sufficient to provide for our long-term capital needs.

      Concurrently with the consummation of this offering and the formation transactions, we expect to:

• enter into a three-year, $75,000 revolving credit facility that will be secured by two of our resorts;

•  assume and immediately repay, using a portion of the net proceeds of this offering, an aggregate of approximately $76,000 of mortgage indebtedness on the Wisconsin Dells and Sandusky resorts;

•  refinance existing mortgage indebtedness on two of our resorts with a total outstanding debt balance of approximately $72,400 as of September 30, 2004 with new secured mortgage financing totaling $75,000;

•  assume and leave in place existing mortgage indebtedness on one of our resorts with an outstanding debt balance of approximately $29,475 as of September 30, 2004. This loan bears interest at the prime rate plus 1.0%, with a minimum interest rate of 7.00%, and matures in 2008;

• assume and leave in place existing construction financing on the Williamsburg resort currently under development. When fully drawn, this financing will total approximately $39,000. The loan bears interest at the prime rate plus 1.625%, with a minimum interest rate of 6.75%, and matures in 2008. Only interest payments are required during the construction period;

•  assume and leave in place existing construction financing on the Poconos resort currently under development. When fully drawn, this financing will total approximately $61,500. The loan bears interest at the prime rate plus 2.0%, with a minimum interest rate of 6.75%, and matures in 2009. Only interest payments are required during the construction period;

•  assume and leave in place $8,063 of fixed rate debt recognized as a liability related to certain bonds issued by the City of Sheboygan and $3,985 of fixed rate debt recognized as a liability related to a loan from the City of Sheboygan. These liabilities will be satisfied by certain future minimum guaranteed amounts of real, personal property and room tax payments by our Sheboygan resort; and

• assume and leave in place approximately $1,500 of existing financing from a state governmental agency related to the construction of the Poconos resort currently under development. The loan bears interest at 2.0% and matures in 2019.

      Our revolving credit facility and secured mortgage financing will be material sources to satisfy our long-term liquidity requirements. As such, compliance with their financial and operating debt compliance covenants is material to our liquidity. Non-compliance with the covenants would have a material effect on our financial condition and liquidity.

      As we develop future resorts, we expect to finance a portion of the total construction cost of each resort through a stand-alone construction loan on the resort. We expect to fund the remainder of the total construction cost through cash provided from a combination of sources, including our revolving credit facility, cash on hand and cash provided by operating activities. We expect to consider converting stand-alone construction loans to longer-term permanent financing after each resort commences operations.

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      In connection with certain loan agreements, the Predecessor must maintain replacement reserve funds. Those agreements require monthly deposits of three or four percent of gross operating revenues to fund capital improvements and replacements. The replacement reserve funds are pledged as collateral for the respective mortgage debt. As of December 31, 2003, two replacement reserve funds were under-funded, which constituted a covenant violation of the related loan agreement. The Predecessor has obtained a permanent waiver of one of these covenant violations and a waiver through December 31, 2004 for the other covenant violation. It is probable that the covenant waiver that expires on December 31, 2004 will be met at the next compliance date.

Commitment Letters

      We have entered into a commitment letter with Citigroup Global Markets, Inc. and Citicorp North America relating to a $75 million senior secured revolving credit facility. We expect our revolving credit facility will have customary financial and operating debt compliance covenants, such as:

•  a maximum amount of indebtedness we may incur under the facility as an advance rate of 3.75 multiplied by the combined EBITDA (adjusted for non-recurring items, unusual items, infrequent items and asset impairment charges) of the two resorts securing the facility;

•  a maximum level of the amount of our total debt equal to 5.75 times our total EBITDA (adjusted for non-recurring items, unusual items, infrequent items, non-cash employee compensation expense and asset impairment charges and adjusted to reflect an estimated full year of operating results for resorts open less than a year);

•  a minimum interest coverage ratio, representing our total EBITDA (adjusted for non-recurring items, unusual items, infrequent items, non-cash employee compensation expense and asset impairment charges and adjusted to reflect an estimated full year of operating results for resorts open less than a year) divided by our total interest expense of 2.0;

•  a minimum fixed charge coverage ratio, representing our total EBITDA (adjusted for non-recurring items, unusual items, infrequent items, non-cash employee compensation expense and asset impairment charges and adjusted to reflect an estimated full year of operating results for resorts open less than a year) divided by our total fixed charges of 1.5; and

• limitations on our ability to pay dividends.

      Future borrowings under this facility will bear interest at LIBOR plus 2.50%.

      Based upon the financial and debt service ratios that we anticipate will be contained in the revolving credit facility, we expect that approximately $55,000 of the revolving credit facility will be immediately available upon consummation of this offering. We do not currently anticipate drawing any amounts under this facility immediately after consummation of this offering. We expect to use the revolving credit facility, along with cash provided by operating activities and other sources of liquidity, to fund our future growth and resort development, to provide for working capital and for other corporate purposes.

      We have also entered into a commitment letter with Citigroup Global Markets Realty Corp. relating to a $75 million mortgage loan facility. We expect this secured mortgage financing to have a fixed interest rate equal to the 10-year treasury bill rate plus 2.75%, a term of ten years and customary financial and operating debt compliance covenants, such as:

•  a minimum debt service coverage ratio, representing the combined EBITDA (adjusted for non-recurring items, unusual items, infrequent items and asset impairment charges) of the two resorts securing this facility divided by their combined annual interest expense and principal amortization, of 1.50;

•  a maximum level of the amount of our debt under this secured mortgage facility relative to the combined fair value of the two resorts securing this facility; and

•  a prohibition on our ability to repay the facility for the earlier of: (1) two years following the securitization of the loan to other parties or (2) four years.

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Contractual Obligations

      The following table summarizes Predecessor’s contractual obligations as of September 30, 2004:

			Less than						More than
	Total		1 year(1)		1-3 years		4-5 years		5 years
Long-Term Debt Obligations		$138,877	$	4,726	$	7,669	$	104,997	$	21,485
Operating Lease Obligations		7,166		114		847		804		5,401
Construction Contracts		50,646		13,873		36,773		—		—
Mandatorily Redeemable Ownership Interests		21,482		—		—		21,482		—
Total	$	218,171	$	18,713	$	45,289	$	127,283	$	26,886

(1)  Amounts are for the period October 1, 2004 to December 31, 2004.

      In addition to the mandatorily redeemable ownership interests shown above, Predecessor also is obligated to redeem the Class A and Class B shares of any shareholder of Great Lakes who dies or becomes disabled. In addition, Great Lakes is obligated to redeem Class A shares and has the right, but is not obligated, to redeem Class B shares upon the retirement, bankruptcy or termination of employment of any shareholder or the attempted assignment, pledge or foreclosure of Class A or Class B shares. The redemption price is calculated by a formula using Great Lakes’ net operating income and a multiple based on the type of triggering event.

      The following table is a pro forma presentation of our contractual obligations as of September 30, 2004:

			Less than						More than
	Total		1 year(3)		1-3 years		4-5 years		5 years
Long-Term Debt Obligations(1)	$	123,055	$	—	$	1,480	$	33,193	$	88,382
Operating Lease Obligations		1,468		85		615		572		196
Construction Contracts(2)		50,646		13,873		36,773		—		—
Total		$175,169	$	13,958	$	38,868	$	33,765	$	88,578

(1)	Includes $8,063 of fixed rate debt recognized as a liability related to certain bonds issued by the City of Sheboygan and $3,985 of fixed rate debt recognized as a liability related to a loan from the City of Sheboygan. These liabilities will be satisfied by certain future minimum guaranteed amounts of real and personal property tax payments and room tax payments to be made by our Sheboygan resort.
(2)	These obligations will be funded through our existing construction facilities on our Williamsburg and Poconos resorts.
(3)	Amounts are for the period October 1, 2004 to December 31, 2004.

Working Capital

      Predecessor had $2,401 of cash and cash equivalent assets and a working capital deficit (current assets less current liabilities) of $(16,156) at September 30, 2004. Predecessor had $3,490 of cash and cash equivalent assets at December 31, 2003 compared to $4,790 at December 31, 2002, and a working capital deficit of $(16,618) at December 31, 2003, compared to $(8,292) at December 31, 2002.

      On pro forma basis, we had $34,094 of cash and cash equivalent assets and working capital of $17,287 at September 30, 2004. These increases to cash and working capital, as compared to Predecessor historical amounts, are primarily due to net cash provided by this offering.

Historical Cash Flows of Predecessor

Comparison of Nine Months Ended September 30, 2004 to Nine Months Ended September 30, 2003

      Operating Activities. Net cash provided by (used in) operating activities was $(1,727) for the nine months ended September 30, 2004, compared to net cash provided by operating activities of $7,973 during the nine

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months ended September 30, 2003. The decrease resulted primarily from a net loss in the 2004 period and higher levels of minority interests in the 2003 period.

      Investing Activities. Net cash used in investing activities was $39,809 for the nine months ended September 30, 2004 compared to net cash used in investing activities of $31,360 during the nine months ended September 30, 2003. This increased use of cash resulted primarily from increased capital expenditures in the 2004 period as compared to the 2003 period, offset by a decrease in equity escrow in the 2004 period.

      Financing Activities. Net cash provided by financing activities was $40,447 for the nine months ended September 30, 2004 compared to net cash provided by financing activities of $22,102 for the nine months ended September 30, 2003. This increase in cash provided by financing activities was due primarily to increased member contributions in the 2004 period.

Comparison of Year Ended December 31, 2003 to Year Ended December 31, 2002

      Operating Activities. Net cash provided by operating activities was $8,126 for the year ended December 31, 2003, compared to net cash provided by operating activities of $376 during the year ended December 31, 2002. The increase resulted primarily from higher levels of depreciation and amortization in 2003, and a smaller net loss in 2003.

      Investing Activities. Net cash used in investing activities was $64,280 for the year ended December 31, 2003 compared to net cash used in investing activities of $46,276 during the year ended December 31, 2002. This increased use of cash resulted primarily from higher levels of capital expenditures in 2003 compared to 2002.

      Financing Activities. Net cash provided by financing activities was $54,854 for the year ended December 31, 2003 compared to net cash provided by financing activities of $49,797 for the year ended December 31, 2002. This change was due to increased amounts of proceeds from long-term debt in 2003 compared to 2002.

Comparison of Year Ended December 31, 2002 to Year Ended December 31, 2001

      Operating Activities. Net cash provided by operating activities was $376 for the year ended December 31, 2002 compared to net cash provided by operating activities of $5,580 during the year ended December 31, 2001. The decrease resulted primarily from lower levels of net income in 2002.

      Investing Activities. Net cash used in investing activities was $46,276 for the year ended December 31, 2002 compared to net cash used in investing activities of $9,166 during the year ended December 31, 2001. This increased use of cash was due primarily to purchases of property, plant and equipment of $46,224 in 2002 compared to $9,166 in 2001.

      Financing Activities. Net cash provided by financing activities was $49,797 for the year ended December 31, 2002 compared to net cash provided by financing activities of $2,822 for the year ended December 31, 2001. This increase in cash provided by financing activities was due primarily to increased proceeds from long-term debt and member contributions in 2002 compared to 2001.

Inflation

      Our resort properties are able to change room and amenity rates on a daily basis, so the impact of higher inflation can often be passed along to customers. However, a weak economic environment that decreased overall demand for our products and services could restrict our ability to raise room and amenity rates to offset rising costs.

New Accounting Pronouncements

      The Financial Accounting Standards Board, or FASB, recently issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” or SFAS 150. This statement

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requires issuers to classify as liabilities (or assets in some circumstances) three classes of freestanding financial instruments that embody obligations for the issuer. Previously, many such instruments had been classified as equity. A freestanding financial instrument is an instrument that is entered into separately and apart from any of the entity’s other financial instruments or equity transactions, or that is entered into in conjunction with some other transaction and is legally detachable and separately exercisable, such as certain put and call options. These provisions are effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003. As a result of applying SFAS 150 in accordance with this guidance from the FASB, Predecessor recorded a loss from a cumulative effect of a change in accounting principle of $460 on July 1, 2003. Additionally, Predecessor included in its liabilities as of September 30, 2004 liabilities related to these financial instruments with a fair value of $11,194.

      On November 7, 2003, the FASB issued FASB Staff Position, or FSP, 150-3 indefinitely deferring the measurement provisions of SFAS 150 with respect to certain minority interests in consolidated ventures entered into prior to November 5, 2003.

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Quantitative and Qualitative Disclosures About Market Risk

      Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. In the future, we intend to use derivative financial instruments to manage or hedge interest rate risks related to our borrowings. We do not intend to use derivatives for trading or speculative purposes and anticipate entering into derivative contracts only with major financial institutions with investment grade credit ratings.

      As of September 30, 2004, we had pro forma total indebtedness of approximately $123,055. This debt consisted of:

•  $75,000 of fixed rate debt secured by two of our resorts;

•  $29,475 of variable rate debt secured by one of our resorts;

•  $8,063 of fixed rate debt recognized as a liability related to certain bonds issued by the City of Sheboygan and $3,985 of fixed rate debt recognized as a liability related to a loan from the City of Sheboygan. These liabilities will be satisfied by certain future minimum guaranteed amounts of real and personal property tax payments and room tax payments to be made by the Sheboygan resort;

•  $5,009 of variable rate debt secured by our Williamsburg resort that is under construction; and

•  $1,523 of fixed rate debt secured by our Pocono Mountains resort that is under construction.

      Prior to completion of this offering and the formation transactions, we expect to incur, on a pro forma basis, approximately $18,000 of additional indebtedness in connection with our Williamsburg and Pocono Mountains resort developments. As a result, we expect our total debt outstanding as of the date of the offering will be approximately $141,055. We expect approximately $52,484, or 37% of that amount, will be variable rate debt. With respect to the debt expected to be outstanding upon completion of this offering and the formation transactions, we expect to enter into interest rate swap agreements for at least $10,168 of our variable rate debt. As a result, we expect that at least 70% of our total indebtedness, at the completion of the offering, will be subject to fixed interest rates.

      Giving effect to the expected interest rate swaps described above, if LIBOR and the prime rate were to increase by 1%, or 100 basis points, the increase in interest expense on our unhedged variable rate debt would decrease future earnings and cash flows by approximately $423 annually. If LIBOR and the prime rate were to decrease by 1%, or 100 basis points, the decrease in interest expense on our unhedged variable rate debt would be approximately $423 annually.

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BUSINESS

Overview

      We are a family entertainment resort company that provides our guests with a high-quality vacation at an affordable price. We are the largest owner, operator and developer in the United States of drive-to family resorts featuring indoor waterparks and other family-oriented entertainment activities, based on the number of resorts in operation. We provide a full-service entertainment resort experience to our target customer base: families with children ranging in ages from 2 to 14 years old that live within a convenient driving distance from our resorts. Our resorts provide a consistent and comfortable environment throughout the year where our guests can enjoy our various amenities and activities. We are a fully integrated resort company with in-house expertise and resources in resort and indoor waterpark development, management, marketing and financing.

      Upon completion of this offering, we will own and operate four existing Great Wolf Lodge® resorts, our signature northwoods-themed resorts, and one Blue Harbor Resort, a nautical-themed property. In addition, we will own two Great Wolf Lodge resorts that are under construction and scheduled to open for business during 2005. We will also be the licensor and manager of an additional Great Wolf Lodge resort in Niagara Falls, Ontario that is owned and under development by an affiliate of Ripley Entertainment Inc., or Ripley’s. We are currently evaluating 12 to 14 additional markets for potential future development of Great Wolf Lodge resorts, six of which are in active site negotiation. We anticipate that most of our future resorts will be developed under our Great Wolf Lodge brand, but we may develop additional nautical-themed resorts in other appropriate markets.

      We deliver value to our guests by providing an affordable and fun family vacation experience. Our resorts are located within a convenient driving distance of our target customer base, providing our guests with a less expensive, more convenient alternative to air travel. In addition, our resorts generally include the following features:

• Suites: approximately 270 to 400 family suites that sleep from six to ten people and each include a wet bar, microwave oven, refrigerator and dining and sitting area.

• Waterpark: an approximately 34,000 to 82,000 square-foot indoor waterpark highlighted by our signature 12-level treehouse water fort. Our water fort is an interactive water experience for the entire family and features over 60 water effects, including spray guns, fountains, valves and hoses, has cargo netting and suspension bridges, and is capped by an oversized bucket that dumps between 700 and 1,000 gallons of water every five minutes. Our waterparks also feature high-speed body slides and inner tube waterslides that wind in and out of the building into a splash-down pool, a lazy river, activity pools and large free-form hot tubs. Our room rates include use of the waterpark by four to six guests, depending on the type of room.

• Food and Beverage: themed restaurants, such as our: Camp Critter Bar & Grille, which features a two-story realistic tree with a canopy of leaves and canvas-topped booths with hanging lanterns, giving guests the impression that they are dining in a northwoods forest camp; Bear Claw Café ice cream shop and confectionery; and waterpark snack shop.

• Amenities and Activities: our Youkon Jack’s and Northern Lights game arcades, full-service Aveda® concept spa, Buckhorn Exchange gift shop, Iron Horse fitness center, two-story animated clocktower, Cub Club children’s activity program, meeting rooms and seasonal, holiday and other special activities.

      Our four resorts open during the entire twelve-month period ended September 30, 2004, had the following financial performance:

• $211.30 ADR;

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• $90.45 RevPOR;

• $301.75 Total RevPOR;

• 65.1% occupancy;

• $137.61 RevPAR; and

• $196.51 Total RevPAR.

We expect recurring annual capital expenditures for each resort to be 3-4% of the resort’s annual revenues, including the repair and maintenance of our waterpark equipment. Our waterpark equipment is designed for outdoor application and capable of withstanding intense physical use and the elements year-round. Therefore, wear and tear is minimal and we believe our waterpark equipment has a long useful life.

      We were formed in May 2004 to succeed to the family entertainment resort business of our predecessor companies, The Great Lakes Companies, Inc. and a number of its related entities, which we refer to collectively as Great Lakes. Great Lakes has developed and operated hotels since 1995. In 1999, Great Lakes began its resort operations by purchasing the Great Wolf Lodge in Wisconsin Dells, Wisconsin and developing the Great Wolf Lodge in Sandusky, Ohio, which opened in 2001. In 2003, Great Lakes opened two additional Great Wolf Lodge resorts, one in Traverse City, Michigan and the other in Kansas City, Kansas. In June 2004, Great Lakes opened the Blue Harbor Resort in Sheboygan, Wisconsin. Great Lakes has two additional Great Wolf Lodge resorts under construction, one in Williamsburg, Virginia and the other in the Pocono Mountains region of Pennsylvania, that are scheduled to open in the Spring and Fall of 2005, respectively.

      Upon the closing of this offering, we will acquire each of these resorts and the resorts currently under construction, as well as certain resort development and management operations, in exchange for an aggregate of 14,033,501 shares of our common stock and $97.6 million. As of September 30, 2004, we had pro forma total indebtedness of approximately $123.1 million. Prior to completion of this offering and the formation transactions, we expect to incur an additional $18.0 million of indebtedness in connection with our Williamsburg and Pocono Mountains resort developments.

      Our management team possesses substantial expertise in all aspects of family entertainment resort and indoor waterpark development, management, marketing and financing. We have safely and successfully managed the operational complexity of our current resorts and intend to operate our future resorts similarly. We operate our business from our headquarters in Madison, Wisconsin. We believe that the experience of our senior management team, particularly their development and operational experience, as well as our centralized reservations center, provide an infrastructure that will allow us to continue to increase the number of resorts that we develop and operate without proportionately higher overhead costs. As of September 30, 2004, we had approximately 120 corporate employees, including our central reservations center employees, and approximately 1,600 full and part-time resort-level employees.

Our Competitive Strengths

      We believe we are the market leader for family entertainment resorts that feature indoor waterparks and other family-oriented amenities in the United States. Our competitive strengths include:

• Unforgettable Family Resort Experience. Each of our resorts provides a welcome opportunity for families to spend quality time together, relax and reconnect. In addition to our indoor waterparks, our resorts provide other activities and amenities that the entire family can enjoy together. Our family amenities and activities include themed restaurants, a game arcade, ice cream shop and confectionery, gift shop, snack shop, animated clocktower and fireside bedtime stories. We also have amenities and activities tailored to each member of the family, including our full-service Aveda concept spa, Cub Club for kids and fitness room. Our resorts also offer special events, including seasonal and holiday activities, wild animal and nature educational programs and other special events. We believe that our focus on delivering an unforgettable family resort experience appeals to our target customers and results

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	in repeat visits and referrals. For the twelve months ended September 30, 2004, we generated approximately 48% of our room revenue from repeat visitors and referral guests.
•	Value, Comfort and Convenience. Guest rooms at each of our resorts are spacious and comfortable suites that generally range in size from approximately 385 square feet to 880 square feet and include a wet bar, microwave, refrigerator and dining and sitting area. Many of the suites have specific themes that are geared toward enhancing our younger guests’ experience, including our KidCabin® and Wolf Den Suites, which have a partitioned room with bunk beds designed as log cabins and northwoods forest dens, respectively. All of our resorts are within a convenient driving distance of our large target customer bases. Because our indoor waterparks and our other amenities generally are not impacted by weather conditions, we offer our guests a reliable experience. On average, a two-night stay at our resorts costs a family of four approximately $600, making it a very affordable family vacation option.
•	Favorable Market Trends. We believe recent vacation trends favor our Great Wolf Lodge concept as the number of families choosing to take shorter, more frequent vacations that they can drive to has increased over the past several years. We believe that these trends will continue and that we are well positioned to take advantage of them. We believe our resorts are less affected by changes in economic cycles, as drive-to destinations are less expensive and more convenient than destinations that require air travel. In addition, we have identified over 50 markets in the United States that, according to Third Wave Research, each have populations in excess of five million people located within a convenient driving distance.
•	Market Presence and Barriers to Entry. We are the largest owner and operator of family entertainment resorts with indoor waterparks in the United States based on the number of resorts in operation. We believe this market presence gives us a significant competitive advantage in attracting guests and efficiently developing additional resorts. We believe our closest competitor has one operating themed indoor waterpark resort and another under construction. In addition, we believe the significant barriers to entry present in our industry segment, including operational complexity, substantial capital requirements, availability of suitable sites in desirable markets and a difficult, multi-year permitting process, discourage other companies in the lodging and entertainment industries from developing similar family entertainment resorts. A new Great Wolf Lodge resort typically takes from one to three years to develop, which includes market selection, site selection and permitting, an additional 15 to 18 months to build and costs approximately $65 million to $95 million.
•	Focus on Safety. We invest heavily in safety measures in the design and operation of our resorts. For example, we specifically design our waterparks with attention to sightlines and safety precautions and use one of the most respected training methods in the water safety industry to train each of our lifeguards. We design and construct our indoor waterparks with state-of-the-art air quality and water treatment systems. We also maintain and periodically upgrade our facilities to ensure that we provide our guests with best-in-class safety measures and systems.
•	Experienced Management Team and Committed and Motivated Staff. Our senior management team has an average of approximately 16 years of experience in the hospitality, family resort and real estate development industries and has significant expertise in operating complex, themed, family entertainment resorts featuring indoor waterparks. In addition, we have a team of skilled, loyal and committed employees at each of our resorts. We offer our resort employees a number of benefits, including a pleasant and rewarding work environment, career-oriented training, the ability to obtain consistent year-round work, which is uncommon in the resort industry, and career growth opportunities. As a result, we believe our employees are committed to delivering a superb customer experience and personally assuring that our guests fully enjoy their family vacation.

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Business and Growth Strategies

      Our primary business objective is to increase long-term stockholder value by executing our internal and external growth strategies. Our primary internal growth strategies are to:

• Increase Total Resort Revenue. We intend to increase total resort revenue by increasing:

• Average Room Rate: We plan to increase our average room rate over time by driving demand for our resorts and focusing on yield management techniques. We intend to increase demand through aggressive sales and marketing and increased visibility and by enhancing our brand image. We plan to employ our yield management techniques to project demand in order to effectively direct our sales and marketing efforts and selectively increase room rates. We believe that our focus on optimizing the relationship between room rates and occupancies will allow us to maximize profitability.

• Average Occupancy: We intend to maintain high occupancy levels during peak times and will focus on increasing our off-peak occupancies. Our off-peak occupancy levels generally occur in May, September and during the middle of the week. Our occupancy levels are affected by school calendars, with the summer months, spring break period and other school holidays achieving the highest occupancy levels. We will continue to seek to improve off-peak occupancy levels by holding special events and targeting group sales and conferences.

•  Other Revenue: We provide our guests with a self-contained vacation experience and attempt to capture a significant portion of their spending on food and beverage, entertainment and merchandise. Each Great Wolf Lodge generally contains at least one themed restaurant, an ice cream shop and confectionery, snack shop, an Aveda concept spa, gift shop and game arcade. Our average non-room revenue, including the revenue from these amenities, was approximately $91 per occupied room night for the twelve months ended September 30, 2004. By providing these additional revenue-generating amenities, we seek to maximize the amount of time and money spent on-site by our guests. We have also entered into a number of co-marketing agreements with strategic partners and will enter into additional co-marketing agreements in the future in order to increase other revenue.

• Leverage Our Economies of Scale. We will take advantage of the following economies of scale:

• Increased Purchasing Power: We intend to capitalize on our increased purchasing power with respect to operating supplies, food and beverage, insurance and employee benefits. As the number of resorts we own and operate increases, we expect to be able to leverage our increased buying volume and power to obtain more advantageous and predictable pricing on commodity goods and services. In addition, we intend to manage increases and fluctuations in the cost of electricity, water and natural gas for each of our resorts by entering into volume-based contracts.

• Centralized Services: By centralizing certain of our services, we will focus on decreasing our per unit costs, increasing our control over those services and be in a position to deliver a greater quality of service to our customers. For example, our central reservations call center operates every day of the year, has approximately 75 full and part-time employees and accepts reservations for all of our resorts. The call center also has the capacity to efficiently handle high call volumes and will require only limited additional incremental costs over the next several years as we increase our portfolio of resorts.

• Build Upon Our Existing Brand Awareness and Loyalty. Our Great Wolf Lodge brand is symbolized by our distinctive and easily identifiable theming, from our captivating northwoods log cabin exterior, to our Native American totemic waterpark theme and signature treehouse water fort, to our mascots and recognizable logos and merchandise. We believe we have fostered strong customer and brand loyalty, which is evidenced by our high levels of repeat and referral guests. We will continue to focus on

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ensuring that each of our guests associates the Great Wolf Lodge brand with a memorable and consistent family vacation experience.

      Our primary external growth strategies are to:

• Capitalize on First-Mover Advantage. We intend to be the first to develop and operate family entertainment resorts featuring indoor waterparks in our selected target markets. We intend to continue to leverage our development expertise, existing platform and model and our access to capital to take advantage of the significant barriers to entry associated with the development of large family entertainment resorts with indoor waterparks like our Great Wolf Lodge resorts. We will seek to set the standard for quality, build on visible sites and capitalize on the opportunity to be located near other popular local attractions that draw our target customers. We believe that the combination of our first mover advantage and the significant barriers to entry in our target markets provide us with a competitive advantage.

• Focus on Development and Strategic Growth Opportunities. Family entertainment resorts featuring indoor waterparks are a relatively new concept and a growing segment of the resort and entertainment industries. We intend to focus on this growth opportunity by:

• Building in Target Markets: We intend to develop and open at least two new owned resorts each year for the next several years. We have already identified potential development locations in 12 to 14 of these target markets that meet our other criteria for successful development. We are in negotiations for sites in six of these markets that, if appropriate, will provide ample land for us to expand or sell out-lots in the future for complementary uses. A new resort, from market selection to opening, can take over four years to develop and build. We believe that our experience will enable us to more efficiently develop and build new resorts in our target markets.

• Licensing Our Resort Concept Internationally: We plan to selectively seek licensing and management opportunities internationally. Similar to our arrangement with Ripley’s in Niagara Falls, Ontario, we intend to enter into license and management agreements with reputable companies that have local market knowledge in order to increase revenues and expand the reach of our Great Wolf Lodge brand.

• Forming Strategic Partnerships: We will consider strategic partnerships on a selective basis. For example, we have had discussions with several established companies that control superior sites in certain of our target markets and have indicated an interest in jointly developing a Great Wolf Lodge at or near one of their existing entertainment venues.

• Expanding and Enhancing Existing Resorts: We intend to focus on growth opportunities at our existing resorts by adding revenue-enhancing features that drive ancillary vacation spending to certain of our resorts and meet our target returns, including non-water based attractions. We also intend to pursue incremental revenue-generating opportunities, such as expanding the number of rooms and adding condominium units at certain of our resorts. In addition, we will consider adding conference centers at existing resorts to capture convention and other business travel revenue.

• Continue to Innovate. We intend to leverage our in-house expertise, in conjunction with the knowledge and experience of our third-party suppliers and designers, to develop and implement the latest innovations in family entertainment activities and amenities, including waterpark attractions. We have received numerous industry awards for our guests’ experiences, our operations, innovative development, sales and marketing initiatives and materials, and employee retention.

Industry Overview

      We operate in the family entertainment resort segment of the travel and leisure industry.

      The concept of a family entertainment resort with an indoor waterpark was first introduced in Wisconsin Dells, Wisconsin and has evolved there over the past 15 years. In an effort to boost occupancy and daily rates,

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as well as capture off-season demand, hotel operators in the Wisconsin Dells market began expanding indoor pools and adding waterslides and other water-based attractions to existing hotels and resorts. The success of these efforts prompted several local operators to build new, larger destination resorts based primarily on this concept, including the Wilderness Hotel & Golf Resort, Treasure Island, Raintree Resort, Kalahari and the Great Wolf Lodge (formerly known as the Black Wolf Lodge), which Great Lakes purchased in 1999.

      We believe that these properties, which typically are themed and include other resort features such as arcades, retail shops and full food and beverage service in addition to the indoor waterpark, have historically outperformed standard hotels in the market. According to United States Realty Consultants, Inc., or USRC, the six largest waterpark resorts in the Wisconsin Dells had a premium of 15 occupancy points and an ADR premium of $110 in 2003 as compared to the franchised non-waterpark hotels in the market. We believe that the rate premiums and increased market share in the Wisconsin Dells for hotels and resorts with some form of an indoor waterpark can be attributed to several factors, including the ability to provide a year-round vacation destination without weather-related risks, the wide appeal of water-based recreation and the favorable trends in leisure travel discussed below. Although the rate premiums and increased market share in Wisconsin Dells have been significant, no operator or developer other than Great Lakes has established a regional portfolio of family entertainment resorts featuring indoor waterparks.

      No standard industry definition for a family entertainment resort featuring an indoor waterpark has developed. A recent USRC survey identified a total of 45 hotels with indoor waterpark facilities in the United States and Canada, of which 17 meet USRC’s definition of an indoor waterpark destination resort. We do not believe that the non-destination resorts in the USRC survey offer a comparable experience and quality level to compete with our resorts. Most of our resorts are located in well-established, traditional drive-to family vacation destinations, which allows us to leverage the popularity of these destinations by offering a complementary entertainment option to existing venues and a high-quality family resort alternative. In addition, many of these destinations offer beaches, theme parks, waterparks, amusement parks and many other forms of outdoor activities that are only available on a seasonal basis. Within our enclosed resort environment, our guests can enjoy a total resort experience year round, regardless of weather conditions.

      We believe there are characteristics of the domestic travel and leisure industry that indicate families favor frequent, short, drive-to vacations. According to the Travel Industry Association of America, or TIA, from 1994 to 2003 the number of domestic leisure trips taken by families grew from approximately 96 million trips in 1994 to 154 million trips in 2003. In 2003, approximately 45% of leisure trips lasted one to two nights. The primary mode of transportation for 77% of the overnight leisure trips in 2003 was by automobile. We believe these statistics provide evidence that our segment of the travel and leisure industry has strong demand characteristics that make our family entertainment resorts attractive to leisure travelers. As a result, we expect these demand characteristics to continue to support the expansion of the indoor waterpark concept. According to USRC, the indoor waterpark resort concept is expanding outside of its traditional base in Wisconsin Dells, Wisconsin.

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Properties

      We have five family entertainment resorts that are currently operating and two additional resorts that are under construction, and we will manage one resort under construction that is owned by a third-party licensee. We also have identified additional target markets for future resort development and are in negotiations with respect to sites in six of these markets. The following table presents an overview of our existing portfolio of resorts:

									Twelve Months Ended September 30, 2004
															Other		Total
	Opened/						Indoor				Average		Revenue Per		Revenue Per		Revenue Per
	Target						Entertainment				Daily		Available		Occupied		Occupied
Location	Opening			Rooms			Area(1)		Occupancy		Rate		Room(2)		Room		Room(3)
							(approx. ft2)		(%)		($)		($)		($)		($)
Existing Resorts:
Wisconsin Dells, WI		May 1997(4	)		309			64,000		61.7		194.58		120.14		76.76		271.34
Sandusky, OH(5)		March 2001			271			41,000		68.4		231.38		158.34		92.78		324.16
Traverse City, MI		March 2003			281			51,000		68.9		222.71		153.47		98.29		321.00
Kansas City, KS(6)		May 2003			281			49,000		61.8		195.06		120.50		94.21		289.27
Sheboygan, WI(7)		June 2004			183	(8)		54,000		—		—		—		—		—
Resorts Under Construction:
Williamsburg, VA		Spring 2005			301			66,000		—		—		—		—		—
Pocono Mountains, PA		Fall 2005			400			91,000		—		—		—		—		—
Niagara Falls, ONT(9)		Spring 2006			404			94,000		—		—		—		—		—

(1)	Our indoor entertainment areas generally include our indoor waterpark, game arcade, children’s activity room and fitness room, as well as our Aveda concept spa, 3D virtual reality theater, Wiley’s Woods and party room in the resorts that have such amenities.
(2)	Revenue per available room represents the total room revenue per total available rooms for the twelve months ended September 30, 2004, calculated by multiplying the occupancy by the average daily rate.
(3)	Total revenue per occupied room is calculated by adding the average daily rate and other revenue per occupied room.
(4)	Great Lakes purchased this property in November 1999.
(5)	Prior to May 2004, we operated this resort as a Great Bear Lodge.
(6)	We currently lease the property on which our Kansas City resort is located pursuant to a 10-year ground lease with a local governmental agency. We are in the process of converting this leasehold interest into a fee simple interest at no cost to us pursuant to the exercise of a conversion right contained in the ground lease.
(7)	Our Sheboygan property is branded as a Blue Harbor Resort. This resort is subject to a 98-year and 11-month ground lease with the Redevelopment Authority of the City of Sheboygan.
(8)	Our Blue Harbor Resort also features 64 individually owned two and four bedroom condominium units.
(9)	Ripley’s, our licensee, owns this resort. We are assisting them with construction management and other pre-opening matters related to the Great Wolf Lodge in Niagara Falls. We have granted Ripley’s a license to use the Great Wolf Lodge name for this resort for ten years after opening. We have agreed to enter into a management agreement, pursuant to which we expect to operate the resort on behalf of Ripley’s for five years, and a central reservations agreement. In conjunction with this project, we expect to receive a one-time construction fee and ongoing license, central reservations and management fees. For more information see “— Properties Under Construction — Great Wolf Lodge of Niagara Falls, Ontario.”

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      Northwoods Lodge Theme. Each of our Great Wolf Lodge resorts has a northwoods lodge theme, with a rustic log exterior and cultured stone veneer that provides a dramatic and authentic log cabin appearance. Our three-story, approximately 5,000 to 7,800 square-foot atrium lobbies are designed in a northwoods cabin motif with exposed timber beams, massive stone fireplaces, mounted wolves and other northwoods creatures, North American art and an animated two-story clocktower that provides theatrical entertainment for our younger guests. Throughout the common areas and in each guest suite, we use sturdy, rustic furniture that complements the northwoods theme. We believe that this consistent theme throughout our resorts creates a comfortable and relaxing environment and provides a sense of adventure and exploration that the entire family can enjoy.

      Guest Suites. All of our guest suites are themed luxury suites ranging in size from approximately 385 square feet to 880 square feet. Substantially all of our rooms also include a private deck or patio. Our resorts offer up to nine room styles to meet the needs and preferences of our guests, including a selection of rooms with lofts, jacuzzis and fireplaces. Our standard rooms include two queen beds and a third queen bed in the sleeper sofa, a wet bar, microwave oven, refrigerator and dining and sitting area, and can accommodate up to six people. Our specialty rooms can accommodate up to seven people and provide a separate area for children, including our KidCabin Suites that feature a log cabin bunk bed room, our Wolf Den Suites that feature a themed den enclosure with bunk beds and our KidKamp Suites that feature bunk beds in a themed tent enclosure. We also offer larger rooms, such as our Majestic Bear Suite, which has a separate bedroom with a king bed, a large dining and living area and can accommodate up to eight people. Our guest suites have wallpaper, artwork and linens that continue the northwoods theme and provide for full room service, pay-per-view movies and pay-per-play video games.

      Indoor Waterparks. Our existing Great Wolf Lodge indoor waterparks are maintained at a warm and comfortable temperature, range in size from approximately 34,000 to 43,000 square feet and have a northwoods, totemic theme, including four-story totem poles, decorative rockwork and plantings, all of which is contained in a five-story wooden beam structure. The focus of each Great Wolf Lodge waterpark is our signature 12-level treehouse water fort. The fort is an interactive water experience for the entire family that features over 60 water effects, including spray guns, fountains, valves and hoses, has cargo netting and suspension bridges and is capped by an oversized bucket that dumps between 700 and 1,000 gallons of water every five minutes. Our Blue Harbor Resort has a 43,000 square-foot Breaker Bay waterpark including our 12-level Lighthouse Pier water fort featuring a 1,000 gallon tipping ship. Our waterparks also feature high-speed body slides and inner tube waterslides that wind in and out of the building into a splash-down pool, smaller slides for younger children, zero-depth water activity pools for small children with geysers, a water curtain, fountains and tumble buckets, a lazy river, additional activity pools for basketball, open swimming and other water activities and two large free-form hot tubs, one of which is for adults-only. Each waterpark is constructed with a special nonslip floor surface for maximum traction and has ample deck space and good sight lines to enhance parental oversight. Our resorts under construction will have indoor waterparks ranging in size from approximately 55,000 to 82,000 square feet with additional attractions such as wave pools and water rollercoasters.

      Approximately one million gallons of water are cycled through each of our waterparks every hour in order to ensure cleanliness. Our primary operating equipment includes standard water pumps, tanks and filters, located in separate spaces to allow for quick repairs or replacement. The water and air quality of our waterparks is continuously monitored by computerized water and air treatment systems and highly trained technicians in order to ensure a clean and safe environment. We seek to minimize the use of chlorine. Most of the water purification is performed by an advanced ozone water treatment system, which ensures the highest water quality and an absence of the typical chlorine odor found in indoor pools. In addition, the water within each area circulates every hour to maximize hygiene. Each waterpark area has its own water system so that a problem with any one area can be quickly contained and does not affect the operations of the rest of the waterpark.

      We expect recurring annual capital expenditures for each resort to be approximately 3-4% of the resort’s revenues, including the repair and maintenance of our waterpark equipment. As much of the equipment used in our waterparks is designed for outdoor application and capable of withstanding intense physical use and the elements year-round, wear and tear is minimal and we believe our equipment has a long useful life. In addition,

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our water purification system minimizes airborne chemicals and their potentially corrosive effects on materials and equipment and helps extend the life of our equipment.

      The safety of our guests is a primary focus in our waterparks. Our lifeguards receive one of the highest levels of training and certification in the industry, provided by Jeff Ellis & Associates, Inc., an international aquatic safety consulting company. Ellis & Associates conducts quarterly unannounced safety inspections at each of our resorts to ensure that proper safety measures and procedures are maintained. All of our on duty lifeguards perform daily training exercises under the supervision of a certified instructor. We also encourage our lifeguards to obtain EMT certification, and we reimburse them for the costs of the training.

      Our indoor waterparks are open from 8:30 a.m. until 10:00 p.m. seven days a week and admission is generally only available to resort guests. Our general guests-only policy, at all of our resorts other than our Sheboygan resort, allows our guests to avoid the long lines and other inconveniences of daily admission-based waterparks.

      Amenities. Each of our existing resorts features, and each of our resorts under construction will feature, a combination of the following amenities. Our Blue Harbor resort amenities have similar appropriate nautical-themed names.

• Themed Restaurants. Our resorts feature one or more full-service, themed restaurants and a themed bar and grille that serves alcoholic beverages and sandwiches. Our themed restaurants include the Gitchigoomie Grill, with a life-sized sea plane suspended over the dining area, Lumber Jack’s Cook Shanty, the Loose Moose Bar & Grill, and the Camp Critter Bar & Grille, which features a two-story realistic tree with a canopy of leaves and canvas-topped booths with hanging lanterns, giving guests the impression that they are dining in a northwoods forest campsite. Our Blue Harbor Resort features our On the Rocks Bar & Grille and Rusty Anchor Buffet.

• Ice Cream Shop and Confectionery. Each of our Great Wolf Lodge resorts, with the exception of our Sandusky resort, has a Bear Claw Café ice cream shop and confectionery that provides sandwiches, Starbucks® coffee, pastries, ice cream, candies, home-made fudge and other snacks that families can share together. Our Blue Harbor Resort has a Sweetshop Landing confectionery.

• Snack Bar. Each of our waterparks has a snack bar that offers a variety of sandwiches, pizzas and similar foods with ample seating so that our guests do not have to leave the warmth and comfort of the waterparks.

• Gift Shop. Each of our resorts has a Buckhorn Exchange or Precious Cargo gift shop that provides unique themed gifts, including Great Wolf Lodge logo merchandise, souvenirs, collectibles and stuffed animals. The gift shop also offers resort toys, swimwear and personal necessities.

• Full-Service Spa. Each of our resorts, with the exception of our Sandusky resort, has an Aveda concept or Cameo spa that provides a relaxing get-a-way with a full complement of massages, facials, manicures, pedicures and other spa treatments, as well as yoga classes and a wide selection of Aveda products. We intend to add an Aveda concept spa to our Sandusky Great Wolf Lodge resort.

• Game Arcade. Our Youkon Jack’s or Northern Lights game arcades range in size from approximately 3,900 to 7,000 square feet, have over 70 games of skill and are divided into distinct areas with video and skill games that appeal to children of different ages. Tickets won from the games may be exchanged for a wide selection of merchandise that appeals to our younger guests.

• Cub Club. Our Cub Club rooms are professionally staffed children’s activity rooms with programmed activities, including arts and crafts, games and nature hikes. Cub Club is a frequent guest program for our younger guests. Cub Club membership is open to all children who have stayed at one of our resorts and includes a periodic newsletter, exclusive offers, rewards for each stay and a free meal and dessert when members visit during their birthday month. We currently have more than 10,000 Cub Club members. Our Blue Harbor Resort features a Crew Club frequent guest program and activities that are similar to our Cub Club.

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• Animated Clocktower. Each of our Great Wolf Lodge resorts, with the exception of our Sandusky resort, has a two-story animated clocktower located in the resort’s main atrium lobby. The clocktower provides daily theatrical entertainment through talking and singing trees, animals and northwoods figures. Our Blue Harbor Resort features a 2,000 gallon water fountain featuring a hand-blown glass sculpture and a music and light show located in its main atrium lobby.

• Outdoor Water Amenities. Outdoor water amenities complement our indoor waterpark facilities and allow our guests to take advantage of favorable weather conditions. Our outdoor water amenities include activity pools and a large deck or patio area and are generally open from May until September. Our Wisconsin Dells resort also has outdoor waterslides.

• Fitness Room. Our fitness rooms contain aerobic exercise equipment and weight-lifting machines with numerous televisions for active viewing.

• Meeting Space. Our resorts offer meeting rooms ranging from approximately 3,000 to over 7,000 square feet that are available for guest meetings, including a 99-seat state-of-the-art symposium-style room at our Traverse City resort.

• Conference Facility. Our Blue Harbor Resort features an approximately 21,000 square-foot attached conference facility that provides spaces ranging from approximately 1,000 square feet to 10,000 square feet for a number of different types of conferences and conventions.

• Biko’s 3D Theatre. Our 3D theatres, located at our Wisconsin Dells and Traverse City resorts, provide a 12- minute virtual reality adventure for children and their parents.

• Wiley’s Woods. Wiley’s Woods is an interactive indoor live video game in a four-story, approximately 16,000 square-foot structure located at our Wisconsin Dells resort. Children ages three and older wear electronic wrist bands and gain points by navigating slides, bridges, nets and mazes and performing a variety of tasks on over 60 machines and gadgets. Admission to Wiley’s Woods is free for all resort guests and is open to the public for a fee of $6 for children and $9 for adults, with free admission for children under the age of three.

Operating Properties

      Our operating resorts are currently located in Wisconsin Dells, Wisconsin; Sandusky, Ohio; Traverse City, Michigan; Kansas City, Kansas; and Sheboygan, Wisconsin.

Great Wolf Lodge of Wisconsin Dells, Wisconsin

      Our Great Wolf Lodge, located on 25 acres in Wisconsin Dells, Wisconsin, was originally constructed in 1997 and acquired by Great Lakes in 1999.

      Wisconsin Dells is a renowned family vacation destination that features a number of entertainment options, including amusement parks, museums, live entertainment and other indoor waterparks. According to its Visitor and Convention Bureau, the Wisconsin Dells area attracts over two and a half million visitors each year and in 2003 attracted over $670 million of vacation-related expenditures. Wisconsin Dells is within a one-hour drive from Madison, Wisconsin; a two-hour drive from Milwaukee, Wisconsin; and a three and one-half hour drive from Chicago, Illinois. According to Third Wave Research, there are approximately 16.0 million people who live within 180 miles of the resort.

      The Great Wolf Lodge of Wisconsin Dells has 309 guest suites and an approximately 38,000 square-foot indoor waterpark that includes our signature treehouse water fort. The resort offers a number of revenue-enhancing amenities, including a themed restaurant, Loose Moose Bar & Grill, Bear Claw Café ice cream shop and confectionery, Youkon Jack’s game arcade, Buckhorn Exchange gift shop, full-service Aveda concept spa, Wiley’s Woods, Biko’s 3-D virtual reality adventure theater and meeting rooms. The resort also includes non-revenue-generating amenities, such as an animated two-story clocktower, Cub Club room and Iron Horse fitness

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center. In September 2004, we began construction on enhancements to our indoor waterpark at this resort to add a wave pool and other new attractions.

      For the twelve months ended September 30, 2004, the resort experienced average occupancy of 61.7%, an average daily room rate of $194.58, average revenue per available room of $120.14 and total revenue per occupied room of $271.34.

      In spring 2005, we intend to begin construction of at least 64 condominium units. In connection with this project, we intend to expand our indoor waterpark accordingly, which we expect would be complete in 2005.

Great Wolf Lodge of Sandusky, Ohio

      In March 2001, we opened our Great Bear Lodge in Sandusky, Ohio, which has the same theming as each of our Great Wolf Lodge resorts and was re-named the Great Wolf Lodge of Sandusky in May 2004. Sandusky is a family destination near Cleveland, Ohio that is well known for its amusement parks. According to the Sandusky/FIB Erie County Visitors and Convention Bureau, Sandusky attracts approximately seven million visitors each year. Sandusky is within a one-hour drive from Cleveland, Ohio; a two-hour drive from Detroit, Michigan; a two and one-half-hour drive from Columbus, Ohio; and a three-hour drive from Pittsburgh, Pennsylvania. According to Third Wave Research, there are approximately 23.7 million people who live within 180 miles of the resort.

      The Great Wolf Lodge of Sandusky is located on approximately 15 acres and has 271 guest suites and an approximately 34,000 square-foot indoor waterpark that includes our signature treehouse water fort, tube slides, body slides, hot tubs and a lazy river. The resort offers a number of revenue-enhancing amenities, including our Gitchigoomie Grill and Lumber Jack’s Cook Shanty themed restaurants, Northern Lights game arcade, Buckhorn Exchange gift shop and meeting rooms. The resort also includes non-revenue-generating amenities such as our Cub Club room and Iron Horse fitness center.

      For the twelve months ended September 30, 2004, the resort experienced average occupancy of 68.4%, an average daily room rate of $231.38, average revenue per available room of $158.34 and total revenue per occupied room of $324.16.

Great Wolf Lodge of Traverse City, Michigan

      In March 2003, we opened our Great Wolf Lodge in Traverse City, Michigan. Traverse City is a traditional family vacation destination with skiing and lake activities. According to the Traverse City Convention and Visitors Bureau, Traverse City attracts approximately two million visitors each year. Traverse City is within a three-hour drive from Grand Rapids, Michigan and the Saginaw/Flint, Michigan area and a four-hour drive from Detroit, Michigan. This resort also draws guests from Northern Indiana and Ohio. According to Third Wave Research, there are approximately 7.6 million people who live within 180 miles of the resort.

      The Great Wolf Lodge of Traverse City is located on approximately 48 acres and has 281 guest suites and an approximately 40,000 square-foot indoor waterpark that includes our signature treehouse fort and Howling Wolf family raft. The resort offers a number of revenue-enhancing amenities, including our Camp Critter Bar & Grille and Loose Moose Cottage themed restaurants, Northern Lights game arcade, full-service Aveda concept spa, Bear Claw Café ice cream shop and confectionery, Biko’s 3D virtual reality adventure theater, Buckhorn Exchange gift shop and meeting rooms. The resort also includes non-revenue-generating amenities such as our animated two-story clocktower, Cub Club room and Iron Horse fitness center.

      For the twelve months ended September 30, 2004, the resort experienced average occupancy of 68.9%, an average daily room rate of $222.71, average revenue per available room of $153.47 and total revenue per occupied room of $321.00.

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Great Wolf Lodge of Kansas City, Kansas

      In May 2003, we opened our Great Wolf Lodge in Kansas City, Kansas as part of the Village West tourist district that includes a Cabela’s superstore, Nebraska Furniture Mart and the Kansas Nascar Speedway. According to the Kansas City Convention and Visitors Bureau, Kansas City attracts approximately five million visitors each year. Kansas City is within a one-hour drive from Topeka, Kansas; a two and one-half hour drive from Jefferson City, Missouri; and a three-hour drive from Lincoln, Nebraska. According to Third Wave Research, there are approximately 7.0 million people who live within 180 miles of the resort.

      The Great Wolf Lodge of Kansas City is located on approximately 17 acres and has 281 guest suites and an approximately 40,000 square-foot indoor waterpark that includes our signature treehouse water fort. The resort offers a number of revenue-enhancing amenities, including our Camp Critter Bar & Grille themed restaurant, Bear Claw Café ice cream shop and confectionery, full-service Aveda concept spa, Northern Lights game arcade, Buckhorn Exchange gift shop and meeting rooms. The resort also includes non-revenue-generating amenities such as our animated two-story clocktower, Cub Club room and Iron Horse fitness center.

      In connection with the construction of this resort, Great Lakes sold the property on which this resort is located to a local governmental agency for a nominal amount and then leased back the property for a period of ten years. Subject to the terms of the lease, Great Lakes may purchase the property for a nominal amount. We have exercised our option to terminate the lease and purchase the property.

      For the twelve months ended September 30, 2004, the resort experienced average occupancy of 61.8%, an average daily room rate of $195.06, average revenue per available room of $120.50 and total revenue per occupied room of $289.27.

Blue Harbor Resort of Sheboygan, Wisconsin

      In June 2004, we opened our Blue Harbor Resort on an approximately 12-acre property on the shores of Lake Michigan in Sheboygan, Wisconsin. Sheboygan is a traditional family vacation destination featuring lake activities and golf. Due to the nature of Sheboygan as a family vacation destination on the water, we decided that a nautical theme would be more appropriate than our typical northwoods lodge theme. This resort is modeled after a grand beach resort and decorated in a manner consistent with that theme, including a nautical themed lobby and specialty rooms such as the KidAquarium Suite with bunk beds surrounded by walls of deep blue sea and schools of fish and the Boathouse Suite with rowboat bunk beds. According to the Sheboygan Convention and Visitors Bureau, visitors to Sheboygan spent approximately $260 million in 2002. Sheboygan is within a one-hour drive from Milwaukee and Green Bay, Wisconsin; a two-hour drive from Madison, Wisconsin; a three-hour drive from Chicago, Illinois; and a four-hour drive from Dubuque, Iowa. According to Third Wave Research, there are approximately 18.4 million people who live within 180 miles of the resort.

      Our Blue Harbor Resort has 183 guest suites, with an additional 64 individually-owned, two and four bedroom condominium units located adjacent to the resort, and an approximately 43,000 square-foot Breaker Bay indoor waterpark with a 12-level Lighthouse Pier water fort. The resort offers a number of revenue-enhancing amenities, including our nautical-themed On the Rocks Bar & Grille and Rusty Anchor Buffet restaurants, Sweetshop Landing ice cream shop and confectionery, full-service Aveda concept spa, Northern Lights game arcade and Precious Cargo gift shop. This resort also has an approximately 21,000 square-foot attached conference facility capable of seating 1,000 people. The resort offers non-revenue-generating amenities such as our 2,000 gallon hand-blown glass water fountain featuring a music and light show, Crew Club for kids and Ship Shape Place fitness center. Admission to the indoor waterpark is available to residents of Sheboygan County for a fee. We currently manage the rental of substantially all of the condominium units at this resort. We receive a rental management fee of approximately 40% of net room revenue after the deduction of certain expenses. In addition, we receive reimbursement of certain waterpark expenses through the condominium association.

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Properties Under Construction

Great Wolf Lodge of Williamsburg, Virginia

      In December 2003, we began construction of our Great Wolf Lodge in Williamsburg, Virginia on a 65-acre site. Williamsburg is a popular family vacation destination with amusement parks and waterparks and other entertainment attractions. Williamsburg is a one-hour drive from Richmond, Virginia; a two and one-half-hour drive from Washington, D.C.; a three-hour drive from Baltimore, Maryland and a three and one-half-hour drive from Raleigh, North Carolina. According to Third Wave Research, there are approximately 16.7 million people who live within 180 miles of the resort.

      The resort will occupy approximately 36 acres of the site. We may sell up to 11 acres of the excess land as out-lots and plan to retain the remaining acreage to support future expansion of the resort. As of September 30, 2004, total development costs incurred to date were approximately $25.4 million. We expect to incur an additional $36.7 million of costs to complete the project.

      Upon completion, the Great Wolf Lodge of Williamsburg will have 301 guest suites and an approximately 55,000 square-foot indoor waterpark that includes our signature treehouse water fort. We are constructing a relatively large indoor waterpark in Williamsburg because we believe that the demand for this resort will support an expansion, including an additional number of rooms, over the next several years. The resort will offer a number of revenue-enhancing amenities, including themed restaurants, a full-service Aveda concept spa, game arcade, Bear Claw Café ice cream shop and confectionery, gift shop and approximately 7,000 square feet of meeting rooms. The resort will also include non-revenue-generating amenities such as a two-story animated clocktower, Cub Club room and fitness center. We anticipate that this resort will open in the spring of 2005.

Great Wolf Lodge of the Pocono Mountains

      In April 2004, we began construction of a Great Wolf Lodge in the Pocono Mountains on a 95-acre site near Stroudsburg, Pennsylvania. The Pocono Mountains area is a popular family vacation destination featuring family-oriented attractions and recreational activities. According to the Official Convention and Visitors Bureau of Pennsylvania’s Pocono Mountains, the Pocono Mountains region attracts approximately three million visitors each year. The resort will be located within a one and one-half-hour drive from New York, New York; a two-hour drive from Philadelphia, Pennsylvania; a three and one-half hour drive from Baltimore, Maryland and a four-hour drive from Washington, D.C. According to Third Wave Research, there are approximately 43.6 million people who live within 180 miles of the resort. As of September 30, 2004, total development costs incurred to date were approximately $19.2 million. We expect to incur an additional $72.9 million of costs to complete the project.

      Upon completion, the Great Wolf Lodge of the Pocono Mountains will have 400 guest suites and an approximately 78,000 square-foot indoor waterpark that includes our signature treehouse water fort. The resort will offer a number of revenue-enhancing amenities, including a themed restaurant and bar and grille, full-service Aveda concept spa, game arcade, gift shop and approximately 7,900 square feet of meeting rooms. The resort will also include non-revenue-generating amenities such as a two-story animated clocktower, Cub Club room and fitness center. We anticipate that this resort will open in the fall of 2005.

Great Wolf Lodge of Niagara Falls, Ontario

      In January 2004, Great Lakes entered into a license agreement with Ripley’s that authorizes Ripley’s to develop and operate a Great Wolf Lodge resort in Niagara Falls, Ontario. In addition, the agreement allows Ripley’s to use certain licensed trademarks, such as “Cub Club,” “KidCabin,” “Wiley’s Woods” and “Great Wolf Lodge.” The term of the license agreement is ten years, with the possibility of up to four successive five-year automatic renewals. Under the license agreement, Ripley’s is required to pay a monthly license fee, a brand marketing fee that we are obligated to contribute to a marketing program and a fee related to furniture, fixtures and equipment start-up costs. We may terminate the license agreement at any time, upon notice, if Ripley’s fails to meet its material obligations under the agreement. These obligations require Ripley’s to meet

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payment obligations in a timely manner, maintain and operate the resort in a manner consistent with our operating standards and obtain our approval prior to the use of any of our licensed trademarks. In addition, these material obligations restrict Ripley’s to selling only products, goods and services that we approve and from developing or managing a hotel with an indoor waterpark within the United States until, at the earliest, January 2016.

      We have also entered into a construction consulting agreement in connection with Ripley’s construction of the resort. Under the agreement, we will provide construction management and consulting services for a fee. In addition, we are currently negotiating a management services agreement and a reservation system agreement for this resort under which we will manage the resort and provide central reservation systems services.

      Ripley’s began construction of the Niagara Falls resort in September 2004. Niagara Falls is a popular family vacation destination. According to the City of Niagara Falls, Ontario website, Niagara Falls attracts over 19 million visitors each year. Niagara Falls is less than a one hour drive from Buffalo, New York; a one and one-half-hour drive from Toronto, Ontario; and a two and one-half-hour drive from Syracuse, New York. Pursuant to the license agreement, we will operate the resort once it is completed.

      Upon completion, the Great Wolf Lodge of Niagara Falls will have 404 guest suites with an approximately 82,000 square-foot indoor waterpark. The resort will offer a number of revenue-enhancing amenities, including themed restaurants, ice cream shop and confectionery, full-service Aveda concept spa, game arcade, gift shop and meeting space. The resort will also include non-revenue-generating amenities such as a two-story animated clocktower, Cub Club room and fitness center. We anticipate that this resort will open in the Spring of 2006.

Corporate Offices

      We lease approximately 13,800 square feet of office space for our corporate offices and approximately 2,500 square feet of office space for our central reservations call center operations in Madison, Wisconsin. We believe these facilities are adequate for our current needs.

Development

Development Criteria

      We choose sites for the development of new resorts based upon a number of factors, including:

• Large target customer base. We select development sites that generally have a minimum of five million target customers within a convenient driving distance. Because we offer an affordable vacation experience, we appeal to families in a variety of income ranges.

• Recognized tourist destination. We focus on drive-to destinations that attract a large number of tourists, including traditional family vacation markets. We believe we can charge premium rates in these markets due to the high quality of our resorts and our family-oriented amenities and activities. In addition, the indoor nature of many of our amenities and activities allows us to reduce the impact of seasonality that negatively affects other attractions in these areas. These areas also often have active and effective local visitors and convention bureaus that complement our marketing and advertising efforts at little or no cost to us.

• Highly visible and large sites. We develop resorts in highly visible locations along major roadways. Visibility from highways enhances easy drive-to access, provides marketing benefits due to high volumes of traffic and often produces synergies from adjacent land uses or complementary developments. We generally choose sites that have enough acreage to allow for potential expansions and future sales of out-lots.

      Based upon these criteria, we have identified over 50 markets that have populations of at least five million people located within a convenient driving distance. We have already identified potential development locations in 12 to 14 of these target markets that meet our other criteria for successful development. We are in negotiations for sites in six of these markets. In addition, our licensee, Ripley’s, is developing a Great Wolf

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Lodge in Niagara Falls, Ontario that we will operate pursuant to our license and management agreement with Ripley’s.

      Once we have identified a market that meets our development criteria, we search for potential sites, which may be difficult to find in some areas. We then perform initial analyses of the permitting process and access to utilities, before acquiring a sufficient amount of land from one or more landowners. Based upon the target customer base of the market, we develop initial specifications for the resort, such as the number of guest suites and size of the indoor waterpark and other amenities. We also formally begin the potentially lengthy and difficult process of obtaining the necessary approvals and permits from the appropriate local governmental bodies, including the necessary water rights and environmental permits. Once the permitting process is complete, we secure financing for the project and begin construction on the resort. This overall development process typically takes from two and one-half to four years.

Performance of Developed Properties

      The following table details several key performance indicators for each of the following resorts:

• our Sandusky, Ohio resort that opened in March 2001 after a 13-month construction period with a total development cost of approximately $40 million;

• our Traverse City, Michigan resort that opened in March 2003 after a 12-month construction period with a total development cost of approximately $53 million; and

• our Kansas City, Kansas resort that opened in May 2003 after a 12-month construction period with a total development cost of approximately $51 million.

      These resorts represent the only resorts that we have developed and that will have been open for at least one year as of the completion of this offering. The key indicators include (1) occupancy, (2) RevPAR, (3) Adjusted EBITDA margin and (4) Adjusted EBITDA Asset Yield. We define Adjusted EBITDA margin as the Adjusted EBITDA for a particular resort divided by that resort’s total revenue for the specified time period. We define Adjusted EBITDA Asset Yield as the Adjusted EBITDA for a particular resort divided by that resort’s average gross book value of property and equipment. We define average gross book value as the average of the beginning and ending book values for property and equipment at a specific resort for the specified time period.

									For the Twelve Months Ended
									September 30, 2004
	For the Year Ended				For the Year Ended												Average		Adjusted
	December 31, 2002				December 31, 2003										Adjusted		Gross		EBITDA
													Total Resort		EBITDA		Book		Asset
Resort	Occupancy		RevPAR		Occupancy		RevPAR		Occupancy		RevPAR		Revenues		Margin		Value		Yield
	(%)		($)		(%)		($)		(%)		($)		($ million)		(%)		($ million)		(%)
Sandusky		67.0		146.82		70.0		157.11		68.4		158.34		22.0		34.7		39.2		19.4
Traverse City		—		—		70.4		148.47		68.9		153.47		22.8		36.1		50.3		16.3
Kansas City		—		—		52.6		103.49		61.8		120.50		18.0		24.1		48.3		9.0

      Our Sandusky and Traverse City resorts were built in traditional family vacation destinations that had previously established vacation attractions prior to the development of our resorts. These resorts experienced a relatively rapid ramp-up to what we consider to be stabilized operating performance. However, our Kansas City resort was built as part of a new tourist district along with several other newly-constructed tourist attractions. Accordingly, this resort is experiencing a longer ramp-up to what we expect to be stabilized operating performance. In addition, our Wisconsin Dells resort, which we purchased in 1999, had an Adjusted EBITDA Margin and Adjusted EBITDA Asset Yield of 31.6% and 13.7%, respectively, for the twelve months ended September 30, 2004.

      EBITDA and Adjusted EBITDA as presented are supplemental non-GAAP financial measures. EBITDA is commonly defined as net income plus (a) interest expense, (b) income taxes and (c) depreciation and amortization. Our definition of Adjusted EBITDA is different from EBITDA because we further adjust net

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income for interest on mandatorily redeemable ownership interests. We believe Adjusted EBITDA is useful to an investor in evaluating a resort’s operating performance because:

• our resort assets are depreciated over their remaining useful lives in accordance with GAAP. Because depreciation and amortization are non-cash items, we believe that presentation of Adjusted EBITDA is a useful measure of a resort’s operating performance;

• it is widely used in the hospitality and entertainment industries to measure a resort’s operating performance without regard to items such as interest on mandatorily redeemable ownership interests; and

• we believe it helps investors meaningfully evaluate and compare a resort’s results of operations from period to period by removing the impact of certain items, primarily depreciation and amortization, from the resort’s operating results.

      Our management uses Adjusted EBITDA:

• as a measurement of a resort’s operating performance because it assists us in comparing the resort’s operating performance on a consistent basis by removing the impact of items directly resulting from our asset base, primarily depreciation and amortization, non-recurring or unusual items and interest on mandatorily redeemable interests, from the resort’s operating results;

• for planning purposes, including the preparation of a resort’s annual operating budget;

• as a valuation measure for evaluating a resort’s operating performance and the resort’s capacity to incur and service debt and fund capital expenditures; and

• as one measure in determining the value of resort acquisitions and dispositions.

      We adjust for interest on mandatorily redeemable ownership interests as this item on the Kansas City resort’s historical financial statements relates to a membership interest that will be redeemed in conjunction with the formation transactions. Since this interest on mandatorily redeemable interests will not be present in the resort’s financial statements following the formation transactions, we believe adding it back provides a more meaningful comparison of our historical financial information and our expected future financial information.

      Adjusted EBITDA as calculated by us is not necessarily comparable to similarly titled measures used by other companies. In addition, Adjusted EBITDA: (a) does not represent net income or cash flows from operations as defined by GAAP; (b) is not necessarily indicative of cash available to fund our cash flow needs; and (c) should not be considered as an alternative to net income, operating income, cash flows from operating activities or our other financial information as determined under GAAP.

      The following table reconciles net income for our Sandusky, Kansas City, Traverse City and Wisconsin Dells resorts to Adjusted EBITDA for the periods presented (dollars in thousands):

			For the Twelve Months Ended
			September 30, 2004
			Sandusky		Traverse City			Kansas City			Wisconsin Dells
Net income (loss)			$	2,907	$	(917	)	$	(5,843	)	$	(1,813	)
Adjustments:
	Interest expense, net			1,033		2,872			2,974			3,555
	Income tax expense			—		—			—			—
	Depreciation and amortization			3,693		6,263			4,900			4,198
EBITDA				7,633		8,218			2,031			5,940
Adjustments:
		Interest on mandatorily redeemable ownership interests		—		—			2,305			—
Adjusted EBITDA			$	7,633	$	8,218		$	4,336		$	5,940

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Tall Pines Development Agreement

      Pursuant to our agreement with Tall Pines Development Corporation, or Tall Pines, the original developer of our Wisconsin Dells resort, we have agreed to pay a royalty fee to Tall Pines ranging from 0.5-2% of annual revenues, and for our Sandusky resort, additional incentive fees of up to 2% of annual revenues, for each resort we have developed and will develop in the future for a period of ten years after the opening of each such resort. In exchange for these fees, Tall Pines has granted us an exclusive, perpetual license to use certain information received from Tall Pines in connection with Great Lakes’ purchase of the Wisconsin Dells resort from Tall Pines in 1999, including information related to operating systems, financial information, historical costs, historical revenues, historical expenses and marketing. In addition, the agreement prohibits Tall Pines from developing properties featuring water amenities such as indoor waterparks within 200 miles of our resorts and, for developments outside 200 miles of our resorts, upon notice of such intent to develop from Tall Pines, we have a right of first refusal of such development. Our agreement with Tall Pines expires in 2018, although we will be obligated to make payments pursuant to the agreement for the ten-year period following a resort’s opening even if that period extends past 2018.

Resort Operations

      Each resort employs a general manager who is responsible for the operations of the particular resort and who typically has 20-25 years of experience in the hospitality or family entertainment industry. Our general managers oversee a staff of approximately 250 resort employees and are assisted by an assistant general manager and directors for each of human resources, food and beverage, housekeeping, aquatics, maintenance, sales and marketing and front office. A corporate-level liaison for each department ensures consistency throughout our resorts while allowing a particular resort to tailor its operations to best meet the needs of its guests.

      Prior to assuming responsibility for a resort, general managers and assistant general managers undergo a management training program designed to familiarize each trainee with various facets of our management, operations and development programs. The program also emphasizes our guest service policies and provides hands-on operating experience at the resort level. Our management training program is intended to train assistant managers to become future general managers.

      We strive to provide our guests with a fun and convenient experience in a warm and family-friendly environment from the first day a new resort opens. To achieve this, a team of experienced management members from our existing resorts, along with corporate liaisons, begins training personnel at our new resorts one month prior to a resort’s opening and is on site at the new resort for a month after opening. We believe that this process ensures that the opening of a new resort is efficient and that our culture of high quality and friendly customer service is carried over to our new resorts, including our guests’ interactions with our front desk, housekeeping, waterpark, restaurant and other staff members. In addition, we train our maintenance personnel to minimize any operational problems that occur during the opening of a new resort, including the operation of our waterparks. We believe that these efforts help to minimize any problems associated with opening a new resort and give our first guests a favorable, memorable experience that will build brand loyalty.

Training and Development

      We believe that our ability to provide a warm family atmosphere where families can relax, play and reconnect begins with our people and their ability to deliver quality customer service. We seek to recruit, train and retain employees who will make sure that our guests enjoy their stay, and we seek to promote from within our company. Each new resort employee undergoes a week-long orientation program and is paired with a more veteran employee for a month so that the new employee can learn more about our resorts, our culture and how we strive to provide the best possible customer service. Our employees are invested in our success and focused on ensuring a memorable experience for each of our guests. We believe that our high level of customer service sets us apart and promotes valuable referrals and repeat visits.

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Sales and Marketing

      We place a significant emphasis on the sales and marketing of our unique, family-focused resorts. We work together with a third-party consulting firm to analyze the demographics of our markets and to identify potential guests for targeted marketing, both within our primary market areas and beyond those areas to attract occasional or seasonal travelers. We market to these potential customers through a combination of television, radio, newspaper and direct mail advertising, including advertising through local chambers of commerce and convention and visitors bureaus. We also rely upon repeat guests and guest referrals, as well as brand recognition and the visibility of the resorts themselves, which are located along major highways in high traffic areas. In addition, our engaging website offers detailed information about our resorts, including virtual tours and room layouts.

      For new resorts, our marketing efforts begin before construction commences and we establish sales offices to generate advance bookings. Reservations may be made at our resorts, through our web site or through our central reservations call center. Our call center and highly trained staff allow us to offer consistent specials throughout our resorts, better track room occupancy levels and room rates and handle the high volume of calls that are usually associated with the opening of a resort.

      We maintain an in-house sales force and graphic arts department comprised of 10 employees. Our experienced staff develops products and promotions for use in merchandising and marketing promotions. We also engage in cross-marketing, promotions and co-marketing arrangements with major vendors. We have received numerous awards for our general advertising, website, print media, radio commercials and sales presentations.

      We have developed Cub Club, a frequent guest program for children. Membership is available to all children who have stayed at one of our resorts. The benefits of the program include coupons and other incentives, a periodic newsletter, access to the Cub Club activity rooms at each of our resorts and special offers to children who visit during their birthday month. Our Blue Harbor Resort features a Crew Club program for children similar to the Great Wolf Lodge resorts’ Cub Club.

Maintenance and Inspections

      Each of our resorts has an aquatics manager who is trained in all aspects of water quality and safety. Our waterparks are frequently inspected by on-site maintenance personnel. These inspections include safety checks of the equipment in the waterpark, as well as analyses of water and air quality. Our water quality levels are constantly monitored and tested by computers and by a full-time aquatics maintenance engineer, who works with an additional assistant during our busiest months. Our air quality system is designed to minimize humidity and moisture build-up, which materially reduces maintenance costs. Furthermore, we use Ellis & Associates as water safety consultants at our resorts in order to train lifeguards and audit safety procedures.

      Our senior management and the individual resort personnel evaluate the risk aspects of each resort’s operation, including potential risks to the public and employees and staff. All of our staff is committed to maintaining and enhancing the quality of our resorts, from housekeeping personnel to the employees at the front desk. Each resort has six full time maintenance employees on staff that ensure building quality and three fulltime aquatics maintenance employees that ensure the ride safety and air and water quality inside the resort’s indoor waterpark. We use a state of the art filtration system and ozonators to balance the water and air quality within the waterpark in order to accommodate fluctuating quantities of visitors.

Our Customers

      Our target customer base consists of families with children ranging in age from 2 to 14 years old who live within a convenient driving distance from our resorts. We believe that most families choose our resorts either for taking a primary vacation during the year or for weekend or holiday getaways. According to research conducted by Third Wave Research at our Wisconsin Dells and Sandusky resorts, families choosing us as their primary vacation destination account for approximately 60% of our annual room nights and approximately 40%

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of our total revenue, while families choosing us for weekend and holiday getaways account for approximately 25% of our annual room nights and approximately 30% of our total revenue. Although we have not had studies performed at our other resorts, we believe our other resorts would have similar statistics.

      In addition, meeting facilities at our resorts allow us to attract other types of customers, such as small companies, business groups and social clubs. We believe that the 21,000 square foot conference center located at our Sheboygan resort will allow us to attract larger companies and industry groups to that resort.

Competition

      Our resorts compete with other forms of family vacation travel, including theme parks, waterparks and amusement parks and other recreational activities, including other resorts located near these types of attractions. Our business is also subject to factors that affect the recreation and leisure and resort industries generally, such as general economic conditions and changes in consumer spending habits. We believe that the principal competitive factors of a family entertainment resort include location, room rates, name recognition, reputation, the uniqueness and perceived quality of the attractions and amenities, the atmosphere and cleanliness of the attractions and amenities, the quality of the lodging accommodations, the quality of the food and beverage service, convenience, service levels and reservation systems.

      A recent USRC survey identified 17 existing properties meeting their definition of an indoor waterpark destination resort that are currently open, and five additional destination resorts expected to open in 2004 in the United States and Canada. Two of these resorts have opened since the survey was published, including our Blue Harbor Resort. We are aware of eight additional resorts that are under construction or in active development, including our three resorts under construction, which includes our licensed resort in Niagara Falls owned by Ripley’s. Based on the USRC survey, our five operating resorts and three additional resorts under construction comprise approximately 27% of the supply of new and existing resorts in this market segment.

      As a result of our market presence and our management team’s substantial experience, we believe we have an opportunity to capitalize on our first-mover advantage in this industry segment and to achieve significant brand recognition. While we believe that our first-mover advantage is very beneficial to us, it does provide our competitors with an opportunity to monitor our success in our chosen markets. As such, a competitor may choose not to enter one of our markets based on our performance, or may subsequently develop a resort in our markets that is newer, has additional amenities, or offers more, larger or more exciting waterpark attractions than our resorts.

      In most of our markets, there are few, if any, other family entertainment resorts featuring indoor waterparks. However, in Wisconsin Dells, Wisconsin, where indoor waterparks were first introduced, there are approximately 16 other resorts and hotels with some type of indoor water-related activity or amenity. As a result, we face significant competition from both lower priced unthemed waterparks and larger, more expensive waterparks with thrill rides and other attractions in the Wisconsin Dells market. While the Wisconsin Dells market has a significant number of resorts with indoor waterparks, we believe the competitive landscape in that small, regional market is not representative of the competition we may face as we further expand our portfolio of resorts. The vast majority of indoor waterpark resorts in Wisconsin Dells are family-owned or privately-operated businesses that have yet to develop additional resorts outside of Wisconsin Dells. In addition, we believe our ability to compete effectively in this highly competitive market will enable us to more effectively compete in other markets where we may not be the only family entertainment resort.

      We anticipate that competition within some of our markets will increase in the foreseeable future. We believe that a number of other resort operators are developing or considering the development of family entertainment resorts with indoor waterparks, which will compete with our resorts. There area currently nine resorts that meet USRC’s definition of an indoor waterpark destination resort that are under construction or in active development, six of which will be operated by competitors. One of these resorts is being constructed by a competitor in Sandusky and another resort is being constructed by a competitor near Traverse City.

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Insurance

      We believe that our properties are covered by adequate fire, flood and property insurance, as well as commercial liability insurance with what we believe are commercially reasonable deductibles and limits for our industry. Changes in the insurance market since September 11, 2001 have caused significant increases in insurance costs and deductibles, and have increased the risk that affordable insurance may not be available to us in the future.

      While our management believes that our insurance coverage is adequate, if we were held liable for amounts and claims exceeding the limits of our insurance coverage or outside the scope of our insurance coverage, our business, results of operations and financial condition could be materially and adversely affected.

Intellectual Property

      We have registered, applied for the registration of or claim ownership of a variety of trade names, service marks, copyrights and trademarks for use in our business, including Biko the Bear, Blue Harbor Resort, Boathouse Suite, Breaker Bay, Crew Club, Cub Club, Great Wolf Lodge, Great Wolf Resorts, KidAquarium Suite, KidCabin and Wiley the Wolf in the United States and, where appropriate, in foreign countries. There can be no assurance that we can obtain the registration for the marks where registration has been sought. We are not aware of any facts that would negatively impact our continuing use of any of the above trade names, service marks or trademarks. We consider our intellectual property rights to be important to our business and actively defend and enforce them.

Governmental Regulation

      The ownership and management of our resorts, as well as our development and construction of new resorts, subjects us to comprehensive federal, state and local laws regulating zoning, land development, land use, building design and construction, and other real estate-related laws and regulations. In addition, a number of states regulate the permitting and licensing of resorts by requiring registration, disclosure statements and compliance with specific standards of conduct. Our failure to maintain or acquire the requisite licenses, permits and authorizations required by such laws and regulations, as well as any failure on our part to comply with registration, disclosure and standards of conduct required by such laws and regulations could impact the operation, profitability and success of our current resorts or the development, completion and success of any resorts we may develop in the future. We believe that each of our resorts has the necessary permits and approvals to operate its business and is in material compliance with all applicable registration, disclosure and conduct requirements. We intend to continue to obtain such permits and approvals for any resorts we may develop in the future or additions or renovations to current resorts and to ensure that such resorts and additions or renovations comply with applicable registration, disclosure and conduct requirements.

      We are also subject to laws and regulations governing our relationship with employees, including minimum wage requirements, overtime, working conditions and work permit requirements. An increase in the minimum wage rate, employee benefit costs or other costs associated with employees could increase our overall labor costs.

      The operation of our waterparks subjects us to state and local regulations governing the quality of the water we use in our waterparks, including bacteriological, chemical, physical and radiological standards. In addition to inspections we conduct on our own, state and local authorities may also conduct inspections of our waterparks to determine our compliance with applicable standards. If we are found to be in violation of such regulations we could be subject to various penalties, including, but not limited to, monetary fines and the temporary closure of our waterparks. Changes in state or local regulations could impose more stringent standards with which we would have to comply.

      We are subject to both federal and state environmental laws and regulations, including laws and regulations governing the discharge of water from our waterparks. Specifically, under the requirements of the Federal Clean Water Act, we must obtain National Pollutant Discharge Elimination System permits from the Environmental

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Protection Agency or from the state environmental agency to which the permit program has been delegated for discharges into waterways and comply with the permit terms regarding wastewater quality and discharge limits. Such permits must be renewed from time-to-time, as required by regulation and additional capital expenditures for wastewater treatment systems associated with the renewal of our water discharge permits may be required. Importantly, changes in federal or state legislation or regulations could impose more stringent release standards with which we would have to comply. Currently, our development in the Pocono Mountains is our only property subject to such laws and regulations governing the discharge of water and we intend to comply with these laws and regulations as we develop that property.

      As a place of public accommodation, our resorts are subject to the requirements of the Americans with Disabilities Act of 1990, which we refer to as the ADA. As such, our resorts are required to meet certain federal requirements related to access and use by disabled persons. While we believe that our resorts are substantially in compliance with these requirements, we have not conducted an audit or investigation of all of our resorts to determine our compliance. Further, federal legislation or regulations may amend the ADA to impose more stringent requirements with which we would have to comply.

Environmental Matters

      Our operations and properties are subject to federal, state and local laws and regulations relating to the protection of the environment, natural resources and worker health and safety, including laws and regulations governing and creating liability relating to the management, storage and disposal of hazardous substances and other regulated materials. Our properties are also subject to various environmental laws and regulations that govern certain aspects of our on-going operations. These laws and regulations control such things as the nature and volume of our wastewater discharges, quality of our water supply and our waste management practices. The costs of complying with these requirements, as they now exist or may be altered in the future, could adversely affect our financial condition and results of operations.

      Because we own and operate real property, various federal, state and local laws may impose liability on us for the costs of removing or remediating various hazardous substances, including substances that may be currently unknown to us, that may have been released on or in our property or disposed by us at third-party locations. The principal federal laws relating to environmental contamination and associated liabilities that could affect us are the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act; state and local governments have also adopted separate but similar environmental laws and regulations that vary from state to state and locality to locality. These laws may impose liability jointly and severally, without regard to fault and whether or not we knew of or caused the release. The presence of hazardous substances on a property or the failure to meet environmental regulatory requirements may materially adversely affect our ability to use or sell the property, or to use the property as collateral for borrowing, and may cause us to incur substantial remediation or compliance costs. In addition, if hazardous substances are located on or released from one of our properties, we could incur substantial liabilities through a private party personal injury claim, a claim by an adjacent property owner for property damage or a claim by a governmental entity for other damages, such as natural resource damages. This liability may be imposed on us under environmental laws or common-law principles.

      We obtain environmental assessment reports on the properties we own or operate as we deem appropriate. These reports have not revealed any environmental liability or compliance concerns that we believe would materially adversely affect our financial condition or results of operations. However, the environmental assessments that we have undertaken might not have revealed all potential environmental liabilities or claims for such liabilities. It is also possible that future laws, ordinances or regulations or changed interpretations of existing laws and regulations will impose material environmental liability or compliance costs on us, that the current environmental conditions of properties we own or operate will be affected by other properties in the vicinity or by the actions of third parties unrelated to us or that our guests could introduce hazardous or toxic substances into the resorts we own or manage without our knowledge and expose us to liability under federal or state environmental laws. The costs of defending these claims, complying with as yet unidentified requirements,

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conducting this environmental remediation or responding to such changed conditions could adversely affect our financial condition and results of operations.

      Some of our resort properties may have contained, or are adjacent to or near other properties that have contained or currently contain underground storage tanks for the storage of petroleum products or other hazardous or toxic substances. If hazardous or toxic substances were released from these tanks, we could incur significant costs or, with respect to tanks on our property, be liable to third parties with respect to the releases.

      On occasion, we may elect to develop properties that have had a history of industrial activities and/or historical environmental contamination. Where such opportunities arise, we engage third-party experts to evaluate the extent of contamination, the scope of any needed environmental clean-up work, and available measures (such as creation of barriers over residual contamination and deed restrictions prohibiting groundwater use or disturbance of the soil) for ensuring that planned development and future property uses will not present unacceptable human health or environmental risks or exposure to liabilities. If those environmental assessments indicate that the development opportunities are acceptable, we also work with appropriate governmental agencies and obtain their approvals of planned site clean-up, development activities, and the proposed future property uses. We have followed that process in connection with the development of our Blue Harbor Resort in Sheboygan, Wisconsin where the City of Sheboygan has arranged for environmental clean-up work and ongoing groundwater monitoring and we have agreed to the use of a barrier preventing contact with residual contamination and implementation of a deed restriction limiting site activities. To our knowledge, our work at our Sheboygan resort has been conducted in accordance with requirements imposed by the Wisconsin Department of Natural Resources. Based on these efforts, we are not aware of any environmental liability or compliance concerns at our Sheboygan resort that we believe would materially adversely affect our financial conditions or results of operations. It is possible, however, that our efforts have not identified all environmental conditions at the property or that environmental conditions and liabilities associated with the property could change in the future.

      Future acquisitions of properties subject to environmental requirements or affected by environmental contamination could require us to incur substantial costs relating to such matters. In addition, environmental laws, regulations, wetlands, endangered species and other land use and natural resource issues affecting either currently owned properties or sites identified as possible future acquisitions may increase costs associated with future site development and construction activities or business or expansion opportunities, prevent, delay, alter or interfere with such plans or otherwise adversely affect such plans.

Employees

      As of September 30, 2004, we had approximately 120 corporate employees, including our central reservations center employees, and approximately 1,600 resort-level employees, approximately 700 of whom were part-time employees. Unlike more seasonal resorts and attractions, we are open year-round and are able to attract and retain high quality employees throughout the year. However, we do have fewer part-time employees during the winter months. None of our employees is covered by a collective bargaining agreement. We believe that our relationship with our employees is good.

Legal Proceedings

      We are party to various legal actions in the ordinary course of our business. We believe these actions are routine in nature and incidental to the operation of our business. While the outcome of these actions cannot be predicted with certainty, we believe that the ultimate resolution of these matters will not have a material adverse impact on our business, financial condition or prospects.

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MANAGEMENT

Directors and Executive Officers

      Our board of directors currently consists of four directors. We expect to add five independent directors to our board of directors immediately following consummation of this offering. Pursuant to our certificate of incorporation, each of our directors is elected by our stockholders to serve until the next annual meeting and until their successors are duly elected and qualify. The first annual meeting of our stockholders after this offering will be held in 2005. Subject to rights pursuant to any employment agreements, officers serve at the pleasure of our board of directors.

      The following table sets forth certain information concerning the individuals who will be our directors and executive officers upon the consummation of this offering:

Name	Age		Position
Bruce D. Neviaser		49	Chairman of the Board
John Emery		40	Chief Executive Officer and Director
Craig A. Stark		53	President and Director
Elan Blutinger		49	Director*(1)
Randy Churchey		44	Director*(2)(3)
Michael M. Knetter		44	Director*(1)(2)
Alissa N. Nolan		41	Director*(1)(3)
Howard Silver		50	Director*(2)(3)
Marc B. Vaccaro		41	Director
James A. Calder		42	Chief Financial Officer
Eric S. Lund		38	Executive Vice President of Sales and Marketing
Hernan R. Martinez		52	Executive Vice President of Development
Kimberly K. Schaefer		38	Chief Brand Officer
J. Michael Schroeder		37	General Counsel and Corporate Secretary
Alexander P. Lombardo		36	Treasurer

*  Proposed director.

(1)	Proposed member of the nominating and corporate governance committee.
(2)	Proposed member of the audit committee.
(3)	Proposed member of the compensation committee.

      Bruce D. Neviaser has served as Chairman of the Board since we commenced operations in May 2004. Mr. Neviaser co-founded our predecessor companies and from 1992 to April 2004, served as the Co-Chairman of Great Lakes and its predecessor companies, where he was involved in selecting development sites, designing deal structures and raising capital. Mr. Neviaser has over 20 years of experience in hotel and commercial real estate management, development and acquisition. Mr. Neviaser was recently appointed to the Advisory Board of the Weinert Center for Entrepreneurship at the University of Wisconsin-Madison School of Business and is an active community leader.

      John Emery has served as our Chief Executive Officer and director since we commenced operations in May 2004. From January 2004 to April 2004, Mr. Emery served as the Chief Executive Officer of Great Lakes. From 1995 to December 2003, Mr. Emery served in a number of management positions at Interstate Hotels & Resorts, Inc., a public company and the nation’s largest independent third-party hotel management company, most recently as president and chief operating officer. Additionally, from 1995 to November 2002, Mr. Emery served in a number of management positions at MeriStar Hospitality Corporation, a public company and one of the nation’s largest hotel real estate investment trusts, most recently as president and chief operating officer. Mr. Emery is a former member of the board of directors of Interstate Hotels & Resorts and MeriStar Hospitality. He currently serves on the Pamplin College of Business advisory council at Virginia Tech and is executive director of the Stone Circle Foundation, a private, non-profit organization.

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      Craig A. Stark has served as our President and a director since we commenced operations in May 2004. From 1995 to April 2004, Mr. Stark served as the President of Great Lakes and its predecessor companies, where his responsibilities included overseeing site selection, operations, brand development and sales and marketing efforts. Mr. Stark has over 30 years of hospitality experience and has earned distinction for managing top performing and award-winning facilities. Mr. Stark holds a Bachelor of Science degree in Home Economics with a concentration in Hotel and Restaurant Management from the University of Wisconsin-Stout.

      Elan Blutinger has been a managing director of Alpine Consolidated, LLC, a merchant bank specializing in consolidating fragmented industries, since 1996. Mr. Blutinger served as a director of Hotels.com, an online booking service of hotels and other travel-related services, from 2001 until its sale in 2003. Mr. Blutinger was a founder and director of Resortquest International, a leading public vacation property management and realty company, from 1997 until its sale in 2003, a founder and director of Travel Services International, a consolidator of specialized travel services, from 1996 until its sale in 2001, and a director of Online Travel Services, a U.K.-based online travel and technology company, from 2000 until its sale in 2004. Mr. Blutinger is a trustee of the Washington International School and The Sheridan School. Immediately after the consummation of this offering, Mr. Blutinger will serve as one of our independent directors and as chair of our nominating and corporate governance committee.

      Randy Churchey has been a private investor since the sale of RFS Hotel Investors, Inc., a public self-administered hotel real estate investment trust in July 2003. From November 1999 until July 2003, Mr. Churchey served as president and chief operating officer and a director of RFS Hotel Investors, Inc. From 1997 through October 1999, Mr. Churchey was senior vice president and chief financial officer of FelCor Lodging Trust, a public hotel owner and operator. For nearly 15 years prior to joining FelCor, Mr. Churchey held various positions in the audit practice of Coopers & Lybrand, LLP, where he most recently served as partner and as chairman of the firm’s Hospitality and Real Estate practice for the Southwestern United States. Mr. Churchey is a certified public accountant. Mr. Churchey is a director of Innkeepers USA Trust, a hotel real estate investment trust, and serves as chairman of its audit committee. Immediately after the consummation of this offering, Mr. Churchey will serve as one of our independent directors, chair of our audit committee and as a member of our compensation committee.

      Michael M. Knetter joined the University of Wisconsin-Madison School of Business as its dean in July 2002. From June 1997 to July 2002, Dean Knetter was associate dean of the MBA program and professor of international economics in the Amos Tuck School of Business at Dartmouth College. Dean Knetter has served as a senior staff economist for the President’s Council of Economic Advisors for former presidents George H.W. Bush and William Jefferson Clinton and has been a consultant to the International Monetary Fund. Dean Knetter is a research associate for the National Bureau of Economic Research and a Trustee of Lehman Brothers/First Trust Income Opportunity Fund and the Lehman Brothers Liquid Assets Trust. Immediately after consummation of this offering, Dean Knetter will serve as one of our independent directors and as a member of our audit committee and nominating and corporate governance committee.

      Alissa N. Nolan is a long time entertainment/attractions industry analyst and development consultant. Since January 2001, she has served as director of strategic planning and development to The Tussauds Group, a visitor attractions company. Prior to joining Tussauds, Ms. Nolan was a director and principal with Economics Research Associates, a specialist advisor to global attractions and leisure developers and leisure investors, from 1993 to 1999. After leaving Economics Research Associates and prior to joining Tussauds, Ms. Nolan served as a private consultant. Immediately after consummation of this offering, Ms. Nolan will serve as one of our independent directors and as a member of our compensation committee and our nominating and corporate governance committee.

      Howard Silver is the president and chief operating officer of Equity Inns, Inc., a public self-advised and self-administered real estate investment trust, having served in these capacities since June 1998. Mr. Silver joined Equity Inns in May 1994 and has served in various capacities including: executive vice president of finance, secretary, treasurer and chief financial officer. Mr. Silver has been a certified public accountant since 1980. Mr. Silver is a director of Capital Lease Funding, Inc., a public triple net lease real estate investment

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trust, and serves on its audit committee. Mr. Silver is also on the board of managers of GHII, LLC, a national hotel furniture and equipment provider. Immediately after the consummation of this offering, Mr. Silver will serve as one of our independent directors and as chair of our compensation committee and as a member of our audit committee.

      Marc B. Vaccaro has served as a director since we commenced operations in May 2004. Mr. Vaccaro co-founded our predecessor companies and from 1992 to April 2004, served as the Co-Chairman of Great Lakes and its predecessor companies. Mr. Vaccaro has over 16 years of experience in a wide array of commercial property acquisitions, developments and redevelopments, including hotel, shopping center, office and land projects. Mr. Vaccaro holds a Bachelors of Art degree in Economics from the University of Wisconsin. Mr. Vaccaro sits on several foundation boards, including the Menasha Corporations Foundation and the Theda Clark Smith Foundation.

      James A. Calder has served as our Chief Financial Officer since we commenced operations in May 2004. From September 1997 to April 2004, Mr. Calder served in a number of management positions with Interstate Hotels & Resorts, Inc., a public company, and its predecessor company, serving most recently as chief financial officer. Additionally, from October 2001 to November 2002, Mr. Calder served as chief accounting officer of MeriStar Hospitality Corporation, a public company. From May 1995 to September 1997, Mr. Calder served as senior vice president and corporate controller of ICF Kaiser International, Inc., a public consulting and engineering company. Prior to that time, from 1984 to May 1995, Mr. Calder worked for Deloitte & Touche LLP in various capacities, serving most recently as senior manager for the real estate industry. Mr. Calder holds a Bachelor of Science degree in Accounting from The Pennsylvania State University. Mr. Calder is a certified public accountant and is president and treasurer of the Thomas W. Hetrick Memorial Scholarship Fund, a private, non-profit organization.

      Eric S. Lund has served as our Executive Vice President of Sales and Marketing since we commenced operations in May 2004. From September 1996 to April 2004, Mr. Lund served as Senior Vice President of Sales and Marketing of Great Lakes and its predecessor companies, where he was involved with brand development, sales and marketing. From January 1995 to November 1996, Mr. Lund held the position of regional marketing director for HFS, Inc. (now a part of Cendant, Inc.), then a public company and the world’s largest hotel franchisor, where he directed the marketing efforts for 125 hotel properties in 22 states. Mr. Lund has over 17 years of sales and marketing experience in the hospitality industry and holds a Bachelor of Science degree in Public Policy and Administration from the University of Wisconsin-Whitewater.

      Hernan R. Martinez has served as our Executive Vice President of Development since we commenced operations in May 2004. During April 2004, Mr. Martinez served as Executive Vice President of Development of Great Lakes. From September 2002 to April 2004, Mr. Martinez was principal for Urbana Partners, a real estate advisory and development company serving international, private and institutional investors. From June 2000 to August 2002, Mr. Martinez served as chief operating officer for American Skiing Company Resort Properties and Executive Vice President of its parent American Skiing Company, a public company. Mr. Martinez holds a Diploma in Architecture from the University of Buenos Aires, Argentina, a Post-Graduate Diploma in Urban Development Planning, Development Planning Unit from the University College, London, U.K. and a Masters of Business Administration from Stanford University.

      Kimberly K. Schaefer has served as our Chief Brand Officer since we commenced operations in May 2004. From May 1997 to April 2004, Ms. Schaefer served as Senior Vice President of Operations of Great Lakes and its predecessor companies. At Great Lakes, Ms. Schaefer was involved in site selection and brand development and oversaw all resort operations. Ms. Schaefer has over 15 years of hospitality experience and holds a Bachelor of Science degree in Accounting from Edgewood College in Madison, Wisconsin. Ms. Schaefer is also involved with charitable work and sits on the advisory board for Edgewood College Business School. Ms. Schaefer is a certified public accountant.

      J. Michael Schroeder has served as our General Counsel and Corporate Secretary since we commenced operations in May 2004. From November 1999 to April 2004, Mr. Schroeder served in several senior management positions for Great Lakes, most recently as Senior Vice President and General Counsel. From

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September 1993 to November 1999, Mr. Schroeder was associated with several law firms in New York, New York and Greenwich, Connecticut where he specialized in real estate, real estate finance and corporate law, with a focus on the hospitality industry. Mr. Schroeder holds a Juris Doctor degree from Duke University School of Law and a Bachelor of Science degree in Finance from the University of Colorado.

      Alexander P. Lombardo has served as our Treasurer since August 2004. From August 1998 to August 2004, Mr. Lombardo served in a number of positions with Interstate Hotels & Resorts, Inc., a public company, and its predecessor company, serving most recently as vice president of finance. Additionally, from August 1998 to December 2002, Mr. Lombardo served in a number of positions with MeriStar Hospitality Corporation, a public company, serving most recently as assistant treasurer. From August 1996 to August 1998, Mr. Lombardo served as cash manager of ICF Kaiser International, Inc., a public company. Mr. Lombardo holds a Bachelor of Business Administration degree from James Madison University.

Board Committees

      Our board of directors has appointed an audit committee, compensation committee and nominating and corporate governance committee effective upon consummation of this offering. The board of directors has adopted a written charter for each of these committees, copies of which will be posted on our web site at www.greatwolfresorts.com. The inclusion of our web site address in this prospectus does not incorporate by reference the information on our web site into this prospectus.

      Under our committee charters, the composition of each committee must comply with the rules and regulations of the Nasdaq Stock Market, as amended or modified from time to time. Immediately after consummation of this offering, each of these committees will have at least three directors and will be composed exclusively of independent directors. Our committee charters define “independent director” by reference to the rules and regulations of the Nasdaq Stock Market, which generally deem a director to be independent if the director has no relationship to us that may interfere with the exercise of his or her independence from management.

      Audit Committee. The audit committee will help ensure the integrity of our financial statements, the qualifications and independence of our independent auditors and the performance of our internal audit function and independent auditors. The audit committee will select, assist and meet with the independent auditors, oversee each annual audit and quarterly review, establish and maintain our internal audit controls and prepare the report that federal securities laws require be included in our annual proxy statement. Mr. Churchey will be designated as chair and Messrs. Silver and Knetter will be appointed as members of our audit committee immediately after consummation of this offering. Mr. Churchey will also be designated as an “audit committee financial expert.”

      Compensation Committee. The compensation committee will review and approve the compensation and benefits of our executive officers, administer and make recommendations to our board of directors regarding our compensation and incentive stock plans and produce an annual report on executive compensation for inclusion in our proxy statement. Mr. Silver will be designated as chair and Ms. Nolan and Mr. Churchey will be appointed as members of our compensation committee immediately after consummation of this offering.

      Nominating and Corporate Governance Committee. The nominating and corporate governance committee will adopt a code of ethics, adopt policies with respect to conflicts of interest, monitor our compliance with corporate governance requirements of state and federal law and the rules and regulations of the Nasdaq Stock Market, establish criteria for prospective members of our board of directors, conduct candidate searches and interviews, oversee and evaluate our board of directors and management, evaluate from time to time the appropriate size and composition of our board of directors and recommend, as appropriate, increases, decreases and changes in the composition of our board of directors and formally propose the slate of directors to be elected at each annual meeting of our stockholders. Mr. Blutinger will be designated as chair and Mr. Knetter and Ms. Nolan will be appointed as members of our nominating and corporate governance committee immediately after consummation of this offering.

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      Our board of directors may from time to time establish certain other committees to facilitate the management of our company.

Corporate Governance Profile

      In addition to the independent directors serving on our board committees, we have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. The corporate governance initiatives that we have enacted include the following:

•  Our board of directors is not staggered, with all of our directors subject to annual re-election;

•  Of the nine directors who will serve on our board immediately after the completion of this offering, five have been determined by us to be independent for purposes of the rules and regulations of the Nasdaq Stock Market;

•  We do not have a stockholder rights plan; and

•  Our independent directors will meet regularly without the presence of any inside directors or our senior management.

Compensation of Directors

      Immediately after consummation of this offering, each of our directors who is not an employee of our company or any of our subsidiaries will receive an annual fee of $40,000 for services as a director. Non-employee directors will receive $1,000 for each board or committee meeting attended in person and $500 for each meeting of the board or a committee attended telephonically, other than committee meetings that occur on the same day as board meetings. The chair of the audit committee will receive an additional annual fee of $10,000, and the chair of each other committee will receive an additional annual fee of $5,000. Employees of our company or our subsidiaries will not receive compensation for their services as directors.

      We intend to make grants of stock options to independent directors upon and after the consummation of this offering under our 2004 Incentive Stock Plan. On the date of the closing of this offering, each proposed independent director will receive options to purchase 7,500 shares of our common stock at an exercise price equal to the initial public offering price. We anticipate that the compensation committee when administering the 2004 Incentive Stock Plan will provide that: (1) each independent director who is initially elected to our board of directors after this offering will receive options to purchase 7,500 shares of our common stock on the date of such initial election and (2) independent directors will receive options to purchase 5,000 shares of our common stock on the date of each annual meeting of stockholders at which the independent director is reelected to our board of directors. The exercise price will be equal to 100% of the fair market value of our common stock on the date of grant. The options granted to independent directors will be exercisable in three equal annual installments beginning on the first anniversary of the date of the grant of the option, subject to accelerated vesting as described below.

Executive Officer Compensation

      The following table sets forth the annual base salary and other compensation expected to be paid in 2004 to our Chief Executive Officer and our four other most highly compensated executive officers, whom we refer to as our named executive officers. Because we were only recently organized and several members of our management group joined us recently, historical compensation information for our named executive officers is not meaningful. We intend to enter into employment agreements with certain of our executive officers. These employment agreements will become effective upon the consummation of this offering. Under the terms of their respective employment agreements, each of these executive officers will be eligible to receive annual performance-based bonuses as more fully described in “— Employment Agreements.” Pursuant to their respective employment agreements and our 2004 Incentive Stock Plan, Messrs. Emery, Stark, Martinez, Calder and Schroeder will receive options to purchase 350,000, 200,000, 150,000, 100,000 and 75,000 shares of our common stock, respectively, set forth under “Securities Underlying Options” upon consummation of this

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offering. Pursuant to their current employment arrangements, Messrs. Emery and Calder will receive $2,000,000 and $200,000, respectively, in the form of lump sum cash payments upon consummation of this offering. These cash payments will be deferred pursuant to our deferred compensation plan. Pursuant to elections by these members of management to have these bonus payments track the performance of our common stock, we intend to contribute approximately 137,500 shares of common stock (based on an assumed offering price of $16.00 per share) to a trust that will hold assets to pay obligations under our deferred compensation plan. These deferred bonuses will be deemed to be investments in shares of our common stock. As a result, the amount of cash ultimately paid from the deferred bonuses payments will appreciate and depreciate as the price of our common stock increases and decreases. Pursuant to his current employment arrangement, Mr. Schroeder will receive $75,000 in the form of a lump-sum cash payment upon the consummation of this offering.

Summary Compensation Table

				Annual Compensation		Long-Term Compensation
						Securities Underlying
Name and Principal Position		Year		Base Salary($)		Options(#)
John Emery
	Chief Executive Officer		2004		400,000		350,000
Craig A. Stark
	President		2004		300,000		200,000
Hernan R. Martinez
	Executive Vice President of Development		2004		320,000		150,000
James A. Calder
	Chief Financial Officer		2004		250,000		100,000
J. Michael Schroeder
	General Counsel and Corporate Secretary		2004		250,000		75,000

401(k) Plan

      We intend to maintain a retirement savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, or the Code, to cover our eligible employees. The plan will allow eligible employees to defer, within prescribed limits, up to 20% of their compensation on a pre-tax basis through contributions to the plan. We intend to match each eligible participant’s contributions, within prescribed limits, with an amount equal to 50% of such participant’s initial 4% tax-deferred contributions. In addition, we intend to reserve the right to make additional discretionary contributions on behalf of eligible participants. Our employees will be eligible to participate in the plan if they meet certain requirements, including a minimum period of credited service. Any matching and discretionary company contributions may be subject to certain vesting requirements.

2004 Incentive Stock Plan

      Our board of directors has adopted our 2004 Incentive Stock Plan, pursuant to which we may grant stock options, restricted stock, stock appreciation rights and other incentive awards to employees and directors of our company. Only company employees are eligible to receive incentive stock options under the plan. We have reserved a total of 3,380,520 shares of our common stock for issuance pursuant to the plan, subject to certain adjustments as set forth in the plan. Of this amount, options to purchase 1,712,500 shares will be issued upon consummation of this offering.

      Effective as of the consummation of this offering, our board of directors intends to delegate general administrative authority of the 2004 Incentive Stock Plan to its compensation committee. The plan provides that the compensation committee has the authority to designate recipients of awards and to determine the terms and provisions of awards, including the exercise or purchase price, expiration date, vesting schedule and terms of exercise. The plan provides that the maximum number of shares that may be subject to awards granted any

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individual in any calendar year will not exceed 350,000. Similarly, the maximum number of shares that may be subject to stock appreciation rights granted to any individual in any calendar year may not exceed 350,000. In addition, the 2004 Incentive Stock Plan provides a $5,000,000 limit on stock grants and stock unit grants to any individual in any calendar year, and restricts the number of nonforfeitable shares issuable pursuant to stock grants to 750,000.

      The exercise price of nonqualified stock options and incentive stock options granted under the plan must be at least 100% of the fair market value of our common stock on the date of grant. Options intended to qualify as performance-based compensation under Section 162(m) of the Code must have an exercise price of at least 100% of the fair market value of our common stock on the date of grant. Incentive stock options granted to optionees who own more than 10% of our outstanding common stock on the date of grant (considering certain attribution rules) must have an exercise price that is at least 110% of our outstanding common stock on the grant date. Incentive stock options granted under the 2004 Incentive Stock Plan will expire no later than ten years after the date of grant, or five years after the date of grant with respect to optionees who own more than 10% of our outstanding common stock on the grant date. The purchase price, if any, of other awards will be determined by the compensation committee.

      In the event of certain changes in our corporate structure or capitalization, the plan administrator may make appropriate adjustments to:

• the maximum number, kind and class of shares issuable under the plan;

• the number and class of shares subject to outstanding awards; and

• the grant or exercise price of each outstanding award.

      In addition, in the event of a change in control (as defined in the plan), all conditions (other than payment conditions) to the exercise of outstanding options and stock appreciation rights and all outstanding issuance and forfeiture conditions (other than payments conditions) on stock grants and stock unit grants shall be deemed 100% satisfied. The board of directors will have the right, to the extent expressly required as part of such transaction, to cancel options and other awards after providing the award holder a reasonable period of time to exercise his or her options and stock appreciation rights and to take such other actions as necessary to receive the stock subject to the stock grants and the cash payable under any stock unit grants.

      The board of directors may at any time amend or revise the terms of the 2004 Incentive Stock Plan; provided, however, that without the approval of our stockholders, no amendment may effect any change that would require stockholder approval under applicable law or the rules of the stock exchange on which the stock is listed, and no amendment may be made on or after a change of control which might adversely affect any rights which would otherwise vest on the related change effective date (as defined in the plan). In addition, any alteration or impairment of any outstanding award requires consent of the affected holder absent certain corporate events. No grants under the plan may be made after the earlier of the expiration of ten years from the date that it is adopted by our stockholders (in which case the plan otherwise continues until all outstanding options and stock appreciation rights have been exercised in full or are no longer exercisable and all stock issued under any stock grants have been forfeited or have become non-forfeitable, and all stock unit grants have been forfeited or paid) or the date on which all of the stock reserved under the plan has been issued or is no longer available for use under the plan.

      We intend to file with the SEC a Registration Statement on Form S-8 covering the shares of our common stock issuable under the 2004 Incentive Stock Plan.

Deferred Compensation Plan

      Effective upon consummation of this offering, our board of directors has adopted our Deferred Compensation Plan. Under this non-qualified plan, our senior executives and other highly compensated employees may elect to defer the receipt and taxation of up to 100% of their annual base salary and/or their bonus. We will credit a participant’s deferred compensation to a deferral bookkeeping account and also may

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credit participants’ accounts with matching and/or profit-sharing contributions in additional amounts that we determine provided the participant is an eligible employee on the last day of the year. Until changed by our chief executive officer, the matching contribution will not exceed 100% of a participant’s deferred compensation up to 4% of a participant’s aggregate compensation. We will select investments for purposes of determining the rate of return to be credited on amounts deferred under the plan, one of which will be a deemed investment in our common stock. Participants will select from these investments for purposes of determining the rate of return to be credited on all their deferral accounts. Participants will be at all times fully vested in any amount they defer, and will become vested in any additional amounts that we credit to their deferral account equally over five years. No participant or beneficiary has any right under the plan to any of our assets which is greater than the right of a general and unsecured creditor of ours.

      Upon completion of this offering, bonus payments in the aggregate amount of $2.2 million to Messrs. Emery and Calder will be placed in our deferred compensation plan. Pursuant to elections by these members of management to have these bonus payments track the performance of our common stock, we intend to contribute approximately 137,500 shares of common stock (based upon an assumed offering price of $16.00 per share) to a trust that will hold assets to pay obligations under our deferred compensation plan. These deferred bonuses will deemed to be investments in shares of our common stock. As a result, the amount of cash ultimately paid from the deferred bonuses will increase and decrease as the price of our common stock increases and decreases.

Employment Agreements

      We will enter into employment agreements, effective upon consummation of this offering, with Messrs. Emery, Stark, Martinez, Calder, Schroeder and Lund and Ms. Schaefer. The employment agreements will provide for Mr. Emery to serve as our Chief Executive Officer, Mr. Stark to serve as our President, Mr. Martinez to serve as our Executive Vice President of Development, Mr. Calder to serve as our Chief Financial Officer, Mr. Schroeder to serve as our General Counsel and Corporate Secretary, Mr. Lund to serve as our Executive Vice President of Sales and Marketing and Ms. Schaefer to serve as our Chief Brand Officer.

      Each employment agreement will have a term of three years and provide for automatic one-year extensions thereafter, unless either party provides at least 120 days notice of non-renewal.

      The employment agreements will provide for:

• an annual base salary of $400,000 for Mr. Emery, $300,000 for Mr. Stark, $320,000 for Mr. Martinez, $250,000 for each of Messrs. Calder and Schroeder, and $225,000 for each of Mr. Lund and Ms. Schaefer;

• eligibility for annual bonuses to be determined by our compensation committee;

• eligibility for grants of options to purchase our common stock as determined by our compensation committee; and

• participation in employee benefit plans, programs and policies applicable generally to our senior executives.

      The employment agreements will provide that, if an executive’s employment is terminated by us without “cause” or by the executive for “good reason” (each as defined in the applicable employment agreement), including non-renewal of the employment agreement by us upon the end of its term, the executive will be entitled to the following severance payments and benefits, subject to his or her execution and non-revocation of a general release of claims:

• a lump sum severance amount equal to the sum of that executive’s then-current annual base salary and most recent annual bonus paid for each of Messrs. Martinez, Calder, Schroeder and Lund and Ms. Schaefer, and two times such amount for each of Messrs. Emery and Stark;

• acceleration of vesting of all outstanding options to purchase our common stock; and

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• a lump sum payment in an amount designed to roughly equal the pre-tax cost of health, life insurance and accidental death and dismemberment benefits in effect immediately prior to the termination of the executive’s employment for a period of time following the termination of executive’s employment.

      Under the employment agreements, we will agree to make an additional tax gross-up payment to the executive if any amounts paid or payable to the executive would be subject to the excise tax imposed on certain so-called “excess parachute payments” under Section 4999 of the Code. However, if a reduction in the payments and benefits of $25,000 or less would render the excise tax inapplicable, then the payments and benefits will be reduced by such amount, and we will not be required to make the gross-up payment.

      Each employment agreement will provide that, if the executive’s employment is terminated by us without cause or by the executive for good reason within 180 days prior to, or eighteen months following, a change in control, then the executive will receive the above benefits and payments as though the executive’s employment was terminated without cause or for good reason. However, the lump-sum cash severance payment will be equal to three times (in the case of each of Messrs. Emery and Stark) or two times (in the case of each of Messrs. Martinez, Calder, Schroeder and Lund and Ms. Schaefer) the sum of the executive’s then-current annual base salary and the most recent annual bonus paid to the executive.

      Each employment agreement will also provide that the executive or his or her estate will be entitled to certain severance benefits in the event of his or her death or disability.

      The employment agreements will also contain non-compete and standard confidentiality and non-solicitation provisions that apply during the term of the employment agreements and for a one-year period thereafter.

Noncompetition Agreements

      We will enter into noncompetition agreements with each of Messrs. Neviaser and Vaccaro, each of whom is a member of our board of directors. The noncompetition agreements will provide that each of Messrs. Neviaser and Vaccaro will not, during their terms as directors of the company or an officer of the company, as applicable, or for the one-year period following their removal from the board of directors or such office or in the event Messrs. Neviaser or Vaccaro are not re-elected to the board of directors, compete with us. These agreements will also contain standard confidentiality and non-solicitation provisions. In exchange for these agreements, we will agree to accelerate the vesting of these individuals’ stock options if the individual is removed from or is not re-elected to our board of directors or is removed from his respective office.

Indemnification of Directors and Executive Officers and Limitation of Liability

      As allowed by the Delaware General Corporation Law, or DGCL, we have adopted provisions in our certificate of incorporation that provide that our directors shall not be personally liable for monetary damages to us or our stockholders for a breach of fiduciary duty as a director to the fullest extent that the act permits the limitation or elimination of the liability of directors.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers or directors pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable. In the event that a claim for indemnification for these liabilities, other than the payment by us of expenses incurred or paid by a director or officer in the successful defense of any action, suit or proceeding, is asserted by a director or officer, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question as to whether this indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue.

      We have entered into indemnification agreements with each of our current directors and each of the proposed directors to give such directors additional contractual assurances regarding the scope of their indemnification. The indemnification agreements provide indemnification to the fullest extent permitted under

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Delaware law and provide for the advancement of expenses incurred by a director in connection with the investigation, defense, settlement or appeal of any action or investigation. In addition, we maintain liability insurance for our directors and officers as required by their indemnification agreements.

Compensation Committee Interlocks and Insider Participation

      None of our executive officers who are members of our board of directors participate in the approval of matters relating to their compensation, and none of them serve as members of the compensation committee. None of our executive officers currently serve on the compensation committee or board of directors of any other company of which any member or proposed member of our compensation committee is an executive officer.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Formation Transactions

      Since 1999, directors and officers of Great Lakes, including Messrs. Lund, Neviaser, Sather, Stark and Vaccaro and Ms. Schaefer, as well as former employees of Great Lakes who have subsequently been released from such guarantees, have personally guaranteed certain loans made in connection with our resorts. Pursuant to such guarantees, such directors and officers, along with Great Lakes, have each jointly and severally guaranteed the repayment of the outstanding debt on the loans in their entirety. In connection with the formation transactions, the application of the net proceeds from this offering to repay a portion of the underlying debt and the refinancing of the remainder of this debt, these individuals will be removed as guarantors from approximately $167.1 million of guarantees as of September 30, 2004, consisting of the following indebtedness:

•  approximately $35.9 million and $36.5 million of mortgage indebtedness on our Kansas City and Traverse City resorts, respectively, for which Messrs. Neviaser, Stark and Vaccaro serve as guarantors, which will be refinanced in connection with the formation transactions;

•  approximately $25.8 million and $50.2 million of mortgage indebtedness on our Sandusky and Wisconsin Dells resorts, respectively, for which Messrs. Neviaser, Stark and Vaccaro serve as guarantors, which will be repaid in connection with the formation transactions; and

•  approximately $18.7 million of indebtedness on our Williamsburg resort that we will assume, for which each of these individuals serves as a guarantor. In connection with our assumption of this indebtedness, these individuals will be released from their guarantees.

      Pursuant to separate transition services agreements, we will provide certain services to each of Great Lakes Hospitality Partners, LLC and Great Lakes Housing Partners, LLC (the entities that will succeed to Great Lakes’ non-resort development and management business), and these entities will provide certain services to us, for a period not to exceed two years from the date of completion of the formation transactions. These services may include administrative services, corporate services, accounting services, financing services, legal services, tax services, information technology services, human resources services, payroll services and operational services. These services will be provided by the parties to the transition services agreements as and if any such service is reasonably requested to be performed during the two-year period of the agreements. The fees for these services will be determined as each such service is provided from time to time and will generally be equal to the cost of such services had the services been provided by an unaffiliated third party. The agreements also provide for customary expense reimbursement. Further, each party may terminate the agreement if the other party thereto defaults in the performance of its material obligations under, or breaches any of its warranties set forth in, the agreements, subject to a 30-day cure period.

      Messrs. Lund, Neviaser, Sather, Stark and Vaccaro and Ms. Schaefer, each of whom is a current shareholder of Great Lakes, will enter into indemnity agreements with us pursuant to which they will make certain representations and warranties to us relating to the formation transactions and the status of the properties operated by the resort-owning entities. Pursuant to these indemnity agreements, these shareholders will also agree to indemnify us for a period of one year if those representations and warranties are not accurate. These representations and warranties relate, among other things, to the following matters concerning Great Lakes:

• current capital structure;

• compliance with laws and possession of required authorizations;

• possession of all required consents and approvals;

• no breach of organizational documents or material agreements;

• no material tax dispute or claim;

• no payment of brokers’ or finders’ fees;

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• no bankruptcy events;

• material legal proceedings;

• reasonable insurance coverage for properties;

• liens and options and rights with respect to underlying properties;

• no labor disputes or unfair labor practices;

• ownership of real property and improvements thereto;

• no material environmental liabilities;

• no material defect in the condition of the properties;

• accuracy of financial statements;

• no material undisclosed liabilities, contracts or liabilities;

• no damage or loss to its underlying properties in excess of $1 million; and

• ownership of intellectual property rights.

In addition, these shareholders will agree to indemnify us for a period of one year against liabilities or obligations relating to claims asserted under federal or state securities laws arising out of the offer or sale of condominiums on or before the closing of the formation transactions by the management company or any affiliated entity of the management company. With respect to each shareholder, the maximum indemnification obligation under these agreements will not exceed 35% of the value of the number of shares of our common stock received by that shareholder in the formation transactions based upon the mid-point range shown on the cover of this prospectus, the maximum amount of the indemnification obligations under these agreements will equal approximately $42.3 million in the aggregate. These shareholders may fulfill the indemnity obligations under the agreements solely through the delivery of shares of our common stock that they own, valued at the time of delivery, or with an equivalent amount of cash. However, if any of these shareholders chooses to fulfill the indemnity obligation under the agreement through the delivery of shares, the maximum number of shares such shareholder will be obligated to deliver is 35% of the number of shares such shareholder receive in the formation transactions. On or about the closing date of this offering, Messrs. Lund, Neviaser, Sather and Stark and Ms. Schaefer are expected to receive personal loans from an affiliate of Citigroup Global Markets Inc. These loans will be full-recourse and will be secured by a pledge of all the shares of our common stock received by each in the formation transactions. While some of these shares may be released from the pledge over time, they may not be available as an alternative means to satisfy an indemnification obligation under the agreements.

Registration Rights

      We have granted to the participants in the formation transactions registration rights with respect to all shares of common stock owned by them. We have agreed to file a registration statement with the SEC with respect to sales of shares of common stock that constitute restricted shares by such persons within 60 days following the consummation of the formation transactions, and use our commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as possible. We will be obligated to maintain the effectiveness of such registration statement until the earlier of (1) such time as all of the shares registered pursuant to such registration statement have been disposed of pursuant to such registration statement or (2) two years following the consummation of the formation transactions. The existence of such an agreement by us may adversely affect the terms upon which we can obtain additional equity financing in the future. We will bear expenses incident to the registration requirements under these registration rights, except that such expenses will not include any underwriting discounts or commissions or transfer taxes. Regardless of when such registration statement becomes effective, each participant in the formation transactions will be subject to a lock-up period expiring 180 days after this offering pursuant to our bylaws and will not be able to sell any shares

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received in the formation transactions until the end of such lock-up period, unless such stockholder obtains our consent. We have agreed not to waive these lock-up provisions without the written consent of the underwriters.

Indemnification of Officers and Directors

      We have entered into an indemnification agreement with each of our executive officers, directors and proposed directors as described in “Management—Employment Agreements—Indemnification of Directors and Executive Officers and Limitation of Liability.”

Transactions with Executive Officers and Directors

      Great Lakes has regularly used an aircraft owned by LVNCS, LLC, an entity owned by Messrs. Lund, Vaccaro, Neviaser and two of our other employees. During 2003, Great Lakes paid an aggregate of $149,077 for the lease of the aircraft for company business. These payments represented approximately 67% of the entity’s revenue for 2003. The entity that owns the aircraft also has one employee for whom Great Lakes provided payroll and benefit services during 2003, the costs of which were reimbursed by the entity. We believe that the costs Great Lakes incurred for use of this aircraft were substantially less than the costs that it would have incurred for the use of a similar aircraft owned by an independent third party. We intend to continue to use this aircraft in the future.

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PRINCIPAL STOCKHOLDERS

      The following table sets forth the beneficial ownership of shares of our common stock immediately following the consummation of this offering and the formation transactions for:

• each stockholder who is expected by us to be a beneficial owner of 5% or more of our outstanding common stock immediately following the consummation of this offering;

• each of our directors and proposed directors;

• our Chief Executive Officer, each of our four named executive officers and our other vice-presidents; and

• all of our directors, proposed directors and executive officers as a group.

      Unless otherwise indicated in the footnotes to the table, each person named in the table has sole voting and investment power with respect to all of the shares of our common stock shown as beneficially owned by such person. Beneficial ownership is determined in accordance with the rules of the SEC. There are no options outstanding that are exercisable within 60 days of November 22, 2004. This table assumes that the formation transactions and this offering are completed. Unless otherwise indicated in the footnotes, the address of each named person is c/o Great Wolf Resorts, Inc., 122 West Washington Avenue, 10th Floor, Madison, Wisconsin 53703.

	Shares Beneficially Owned
Name of Beneficial Owner	Number		Percentage
Bruce D. Neviaser(1)		1,821,600		6.5	%
John Emery(2)		483,077		1.7
Craig A. Stark		1,681,767		6.0
Elan Blutinger(3)(4)		10,000		*
Randy Churchey(3)(5)		5,000		*
Michael M. Knetter(3)(6)		1,500		*
Alissa N. Nolan(3)(7)		—		—
Howard Silver(3)(8)		—		—
Marc B. Vaccaro(9)		1,650,339		5.9
James A. Calder(10)		4,379		*
Eric S. Lund(11)		838,581		3.0
Hernan R. Martinez		4,379		*
Kimberly K. Schaefer(12)		821,457		2.9
J. Michael Schroeder		90,367		*
Alexander P. Lombardo		—		—
All directors, proposed directors and executive officers as a group (15 persons)		7,395,946		26.7

*  Less than one percent of the outstanding shares of common stock.

(1)	Includes (a) 45,405 shares held by DNEV, LLC for which Mr. Neviaser shares voting and investment power, and (b) 125,699 shares held by Neviaser Enterprises, LLC., of which Mr. Neviaser is the managing member and possesses sole voting and investment power over the shares.
(2)	In addition, pursuant to the bonus payment of $2 million that Mr. Emery is entitled to upon consummation of this offering, we intend to contribute approximately 125,000 shares, based upon an assumed offering price of $16 per share, to a trust that will hold assets to pay obligations under our deferred compensation plan.

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(3)	Indicates proposed director.
(4)	The address for Mr. Blutinger is c/o Alpine Consolidated, LLC, 2927 44th St., NW, Washington, D.C. 20016.
(5)	The address for Mr. Churchey is 2458 Dove Grove Cove, Germantown, Tennessee, 38139.
(6)	The address for Mr. Knetter is 5110 Grainger Hall, 975 University Avenue, Madison, Wisconsin 53706-1323.
(7)	The address for Ms. Nolan is c/o Chessington World of Adventures, Leatherhead Road, Chessington, Surrey, KT9 2NE United Kingdom.
(8)	The address for Mr. Silver is 7700 Wolf River Boulevard, Germantown, Tennessee, 38138.
(9)	Includes (a) 19,907 shares held by MV LLC, of which Mr. Vaccaro is the managing member and possesses sole voting and investment power over the shares, (b) 75,000 shares held by The Marc B. Vaccaro Grantor Retained Authority Trust, of which Mr. Vaccaro is the sole trustee and possesses sole voting and investment power and (c) 75,000 shares held by The Astrid G. VanZon Grantor Retained Annuity Trust, of which Astrid G. VanZon, Mr. Vaccaro’s spouse, is the sole trustee and possesses sole voting and investment power. Mr. Vaccaro disclaims beneficial ownership of the 75,000 shares held by The Astrid G. VanZon Grantor Retained Annuity Trust.
(10)	In addition, pursuant to the bonus payment of $200,000 that Mr. Calder is entitled to upon consummation of this offering, we intend to contribute approximately 12,500 shares, based upon an assumed offering price of $16 per share, to a trust that will hold assets to pay obligations under our deferred compensation plan.
(11)	Includes 9,550 shares held jointly with Mr. Lund’s spouse.
(12)	Includes 33,009 shares held jointly with Ms. Schaefer’s spouse.

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DESCRIPTION OF SECURITIES

      The following summary of the terms of the stock of our company does not purport to be complete. Copies of our certificate of incorporation and bylaws are filed as exhibits to the registration statement of which this prospectus is a part. See “Where You Can Find More Information About Us.” References to our certificate of incorporation and our bylaws are to our amended and restated certificate of incorporation and our amended and restated bylaws, respectively, each of which will become effective upon completion of this offering.

General

      Our authorized capital stock consists of 250,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. As of the date of this prospectus, we have 100 shares of our common stock outstanding, which are held by one stockholder of record. The following description of our capital stock is not complete and is subject to and qualified in its entirety by our certificate of incorporation and bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and by the provisions of applicable Delaware law.

Common Stock

      Holders of shares of common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled or permitted to vote. Our certificate of incorporation and bylaws provide that, except as otherwise provided by law, the affirmative vote of a majority of the shares entitled to vote, present in person or represented by proxy at a meeting at which a quorum is present, shall be the act of the stockholders. Delaware law requires the affirmative vote of a majority of the outstanding shares entitled to vote thereon to authorize certain extraordinary actions, such as mergers, consolidations, dissolutions of the corporation or an amendment to the certificate of incorporation of the corporation. There is no cumulative voting for the election of directors. Upon a liquidation, our creditors and any holders of preferred stock with preferential liquidation rights will be paid before any distribution to holders of our common stock. The holders of our common stock would be entitled to receive a pro rata amount per share of any excess distribution. Holders of common stock have no preemptive or subscription rights. There are no conversion rights, redemption rights, sinking fund provisions or fixed dividend rights with respect to the common stock. All outstanding shares of common stock are fully paid and nonassessable.

Preferred Stock

      Our certificate of incorporation empowers our board of directors to issue up to 10,000,000 shares of preferred stock from time to time in one or more series. The board also may fix the designation, privileges, preferences and rights and the qualifications, limitations and restrictions of those shares, including dividend rights, conversion rights, voting rights, redemption rights, terms of sinking funds, liquidation preferences and the number of shares constituting any series or the designation of the series. Terms selected could decrease the amount of earnings and assets available for distribution to holders of common stock or adversely affect the rights and powers, including voting rights, of the holders of our common stock without any further vote or action by the stockholders. The rights of holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred shares that we may issue in the future. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock and may adversely affect the voting and other rights of the holders of common stock. Although there are no shares of preferred stock currently outstanding and we have no present intention to issue any shares of preferred stock, any issuance could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock.

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Certain Provisions of Delaware Law and of Our Certificate of Incorporation and Bylaws

Our Board of Directors

      Our bylaws provide that the number of directors of our company may be established by our board of directors and may not be fewer than three. Any vacancy will be filled, at any regular meeting or at any special meeting called for that purpose, by a majority of the remaining directors.

      Pursuant to our bylaws, each of our directors is elected by our stockholders to serve until the next annual meeting and until their successors are elected and qualify. Holders of shares of our common stock will have no right to cumulative voting in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the shares of our common stock will be able to elect all of our directors.

Removal of Directors

      Our bylaws provide that a director may be removed with or without cause and only by the affirmative vote of a majority of the votes entitled to be cast in the election of directors.

Amendment to Our Certificate of Incorporation and Bylaws

      Our certificate of incorporation may be amended by the affirmative vote of the holders of not less than a majority of all of the votes entitled to be cast on the matter.

Advance Notice of Director Nominations and New Business

      Our bylaws provide that with respect to an annual meeting of stockholders, nominations of individuals for election to the board of directors and the proposal of business to be considered by stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of the board of directors or (3) by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice procedures in the bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of individuals for election to the board of directors at a special meeting may be made only (1) pursuant to our notice of meeting, (2) by or at the direction of the board of directors or (3) by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws.

Lock-Up Provisions

      Pursuant to our bylaws, shares of our common stock issued prior to the closing of this offering will be restricted from transfer, subject to certain limited exceptions, for 180 days following the closing of this offering.

Indemnification and Limitation of Directors’ and Officers’ Liability

      As allowed by the DGCL our certificate of incorporation contains a provision to limit the personal liability of our directors for violations of their fiduciary duty. This provision eliminates each director’s liability to us or our stockholders for monetary damages to the fullest extent permitted by Delaware law. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including such actions involving gross negligence. However, our directors will be personally liable to us and our stockholders for monetary damages if they violated their duty of loyalty, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from their actions as directors. Our certificate of incorporation further provides that if the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the DGCL without further action by the stockholders. These provisions of our certificate of incorporation will limit the remedies available to a stockholder in the event of breaches of a director’s duties to such stockholder or us.

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      Our bylaws provide for indemnification of and the payment of expenses in advance to directors and officers to the fullest extent permitted by applicable law.

      We have obtained directors’ and officers’ liability insurance, which insures against liabilities that our directors or officers may incur in such capacities. We have also entered into indemnification agreements with our directors and officers. The indemnification agreements provide indemnification to our directors and officers under certain circumstances for acts or omissions that may not be covered by directors’ and officers’ liability insurance.

      Insofar as the indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Indemnification Agreements

      We have entered into indemnification agreements with each of our current officers and directors, and will enter into similar agreements with each of the proposed directors, to give such officers and directors additional contractual assurances regarding the scope of their indemnification. The indemnification agreements provide indemnification to the fullest extent permitted under Delaware law and provide for the advancement of expenses incurred by a director or officer in connection with the investigation, defense, settlement or appeal of any action or investigation.

Business Combinations

      We are subject to the “business combinations” provisions of the DGCL. In general, such provisions prohibit a publicly held Delaware corporation from engaging in various “business combination” transactions with any “interested stockholder” for a period of three years after the date of the transaction in which the person became an “interested stockholder,” unless:

• the board of directors approved the transaction before the “interested stockholder” obtained such status;

• upon consummation of the transaction that resulted in the stockholder becoming an “interested stockholder,” “the interested stockholder” owned at least 85% of our outstanding common stock at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (1) by persons who are directors and are also officers and (2) employee stock plans in which the participants do not have the right to determine confidentially whether shares held subject to the plans will be tendered in the tender or exchange offer; or

• on or subsequent to such date, the business combination or merger is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by two-thirds of the holders of the outstanding common stock not owned by the “interested stockholder.”

A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns 15% or more of a corporation’s voting stock or within three years did own 15% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts.

      Provisions of our certificate of incorporation and bylaws providing that only the board of directors, the chairman of the board of directors, the chief executive officer, the president or the holders of 35% or more of our common stock may call special meetings of stockholders, and prohibiting stockholder action by written consent, may have the effect of making it more difficult for a third party to acquire control of us, or of discouraging a third party from attempting to acquire control of us. In addition, our certificate of incorporation allows our board of directors to issue up to 10,000,000 shares of preferred stock that could have, when issued,

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voting rights or preferences that could impede the success of any hostile takeover, or delay a change in control or change in our management.

Nasdaq Stock Market

      Our common stock has been approved for quotation on the Nasdaq National Market under the symbol “WOLF.”

Transfer Agent and Registrar

      The transfer agent and registrar for our common stock and preferred stock is EquiServe.

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SHARES ELIGIBLE FOR FUTURE SALE

General

      Prior to this offering, there has been no market for our common stock, and we cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Nevertheless, sales of substantial amounts of our common stock in the public market could adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

      Upon completion of this offering, we expect to have outstanding 28,171,001 shares of our common stock (30,271,001 shares if the underwriters’ over-allotment option is exercised in full). We will have reserved 3,380,520 shares of common stock for issuance upon exercise of options granted or to be granted under our 2004 Incentive Stock Plan, of which options to purchase 1,712,500 shares will be outstanding. The grant of options to purchase shares of common stock under our 2004 Incentive Stock Plan is conditional on our having available a sufficient number of shares of capital stock authorized for issuance.

      Of these shares, all of the shares sold in this offering will be freely transferable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined by Rule 144 under the Securities Act. The remaining 14,033,501 shares will be “restricted shares” under the Securities Act, as defined in Rule 144.

Rule 144

      In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted shares of our common stock for at least one year would be entitled to sell, within any three-month period, that number of shares that does not exceed the greater of:

•  1% of the shares of our common stock then outstanding, which will equal approximately 281,710 shares immediately after this offering (302,710 shares if the underwriters exercise their over-allotment option in full); or

• the average weekly trading volume of our common stock on the Nasdaq National Market during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

      Sales under Rule 144 are also subject to manner of sale provisions, notice requirements and the availability of current public information about us. Under Rule 144(k), a holder of “restricted securities” who is not an affiliate of us and who has beneficially owned his or her shares for at least two years is entitled to sell such shares pursuant to Rule 144(k) without regard to the limitations described above.

Lock-Up Agreements and Bylaw Provisions

      Our officers and directors (including our proposed directors) and Great Lakes’ founding shareholders have entered into lock-up agreements in connection with this offering. These lockup agreements generally provide that these persons will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock owned by them or publicly disclose the intention to make any offer, sale, pledge or disposition of such shares for a period of 180 days after the date of this prospectus without the prior written consent of Citigroup Global Markets Inc., other than gifts and pledges of shares where the donee or pledgee, as the case may be, agree in writing to be bound by the terms of the lock-up agreements. Citigroup Global Markets Inc. has advised us that it has no present intention to release any of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. These lock-up agreements are in addition to the lock-up provisions contained in our bylaws, which restrict from transfer the shares of our common stock issued prior to the closing of this offering (14,033,501 shares), subject to certain limited exceptions, for a period of 180 days following the closing of this offering. Except with respect to our directors (including our proposed directors) and named executive officers, these lock-up agreements do not restrict the transfer of shares of our common stock that may be purchased in the open market following the date of this prospectus.

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      In addition, the underwriters have reserved up to 5% of the shares of common stock for sale at the initial public offering price to persons who are directors, officers, employees and certain related parties through a directed share program. These persons will be subject to a 25-day lock up period limiting their ability to offer, sell, contract to sell, pledge or otherwise dispose their common stock. However, our officers and directors that purchase common stock in the directed share program will remain subject to the 180-day lock up period described above.

Registration Rights Agreement

      Unless a person chooses not to enter into the registration rights agreement that will be executed as part of the formation transactions, then after expiration of the 180-day period any of these persons will be able to sell shares pursuant to a registration statement that we are obligated to use our commercially reasonable efforts to have declared effective as soon as possible.

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UNDERWRITING

      Citigroup Global Markets Inc. is acting as the sole book-running manager of this offering and as representative of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.

	Number
Underwriter	of shares
Citigroup Global Markets Inc.
A.G. Edwards & Sons, Inc.
Raymond James & Associates, Inc.
Calyon Securities (USA) Inc.
Société Générale
ThinkEquity Partners LLC
Total		14,000,000

      The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to the satisfaction of other conditions contained in the underwriting agreement.

      The underwriters are obligated to purchase all of the shares (other than those covered by the over-allotment option described below) if they purchase any of the shares. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

      The underwriters propose to offer some of the shares directly to the public at the public offering price set forth on the cover page of this prospectus and some of the shares to dealers at the public offering price less a concession not to exceed $          per share. The underwriters may allow, and dealers may reallow, a concession not to exceed $          per share on sales to other dealers. If all of the shares are not sold at the initial offering price, the representatives may change the public offering price and the other selling terms. The representatives have advised us that the underwriters do not intend sales to discretionary accounts to exceed five percent of the total number of shares of our common stock offered by them.

      We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 2,100,000 additional shares of common stock at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment.

      For a period of 180 days after the date of this prospectus, we, our officers and directors (including our proposed directors) and certain of our other stockholders have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement (except a registration statement on Form S-8 relating to our benefits plans described in this prospectus and a registration statement relating to the registration rights agreement we will enter into in connection with the formation transactions) under the Securities Act relating to, any additional shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of Citigroup Global Markets Inc., other than (i) grants of restricted stock to employees or directors pursuant to the terms of a benefit plan in effect as of the date of this prospectus, (ii) gifts and pledges of shares where the donee or pledgees, as the case may be, agree in writing to be bound by the terms of such agreement, and (iii) the transfer of shares to us in satisfaction of an obligation to indemnify us under and pursuant to an indemnification agreement. In addition, pursuant to our bylaws, shares of our common stock issued prior to the closing of this offering will be restricted from transfer subject to certain limited exceptions, for a period of 180 days following the closing of this offering.

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      At our request, the underwriters have reserved up to 5% of the shares of common stock for sale at the initial public offering price to persons who are directors, officers, employees and certain related persons through a directed share program. Participants that purchase common stock in the directed share program will be subject to a 25-day lock up period limiting their ability to offer, sell, contract to sell, pledge or otherwise dispose their common stock. Any of our officers and directors that purchase common stock in the directed share program will remain subject to the 180-day lock up period described above. The number of shares of common stock available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. Any directed shares not purchased will be offered by the underwriters to the general public on the same basis as all other shares of common stock offered. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the directed shares.

      Each underwriter has represented, warranted and agreed that:

• it has not offered or sold and, prior to the expiry of a period of six months from the closing date, will not offer or sell any shares included in this offering to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;

• it has only communicated and caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, or FSMA, received by it in connection with the issue or sale of any shares included in this offering in circumstances in which section 21(1) of the FSMA does not apply to us;

• it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares included in this offering in, from or otherwise involving the United Kingdom;

• in order to comply with the Netherlands Securities Market Supervision Act 1995 (Wet toezicht effectenverkeer 1995), the shares included in this offering shall only be offered in The Netherlands, as part of their initial distribution or by way of reoffering, to individuals or legal entities who or which trade or invest in securities in the conduct of a business or profession (as referred to in article 2 of the “Vrijstellingsregeling Wet Toezicht Effectenverkeer 1995” (Wte Regulation No. BGW95/2982-M); hereinafter, “Professional Investors”), provided that it must be made clear both upon making the offer and in any documents or advertisements in which a forthcoming offering of such shares is publicly announced (whether electronically or otherwise) that such offer is exclusively made to such Professional Investors;

• the shares included in the offering may not be offered, sold or distributed in Spain except in accordance with the requirements of Law 24/1988, of 28 July, on the Securities Market (Ley 24/1988, de 28 de julio, del Mercado de Valores), as amended and restated, and Royal Decree 291/1992, of 27 March, on Issues and Public Offerings of Securities (Real Decreto 291/1992, de 27 de marzo, sobre Emisiones y Ofertas Públicas de Venta de Valores), as amended and restated, and the decrees and regulations made thereunder. Accordingly, the shares included in this offering may not be offered, sold or distributed in Spain except in circumstances which do not constitute a public offer of securities in Spain within the meaning of Spanish securities laws and regulations or without complying with all legal and regulatory requirements in relation thereto;

• this prospectus has not been verified or registered with the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores), and therefore it is not intended for any public offer of the shares in Spain;

107

• this prospectus has not been submitted to the registration procedures of the French Autorité des Marchés Financiers and, accordingly, the shares included in this offering may not be offered or sold to the public in France. Offers and sales of the shares included in this offering in France may be made only to qualified investors (investisseurs qualifiés) in accordance with Article L.411-2 of the French Code monétaire et financier and decree no. 98-880 dated 1 October 1998. This prospectus or any other offering materials relating to the shares included in the offering may not be distributed in France to any person other than a qualified investor as defined therein;

• no German sales prospectus (Verkaufsprospekt) within the meaning of the Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz, the “German Act”) of the Federal Republic of Germany has been or will be published with respect to the shares included in the offering. Each underwriter will comply with the German Act and all other applicable legal and regulatory requirements. In particular, each of the underwriters has not engaged and will not engage in a public offering (öffentliches Angebot) within the meaning of the German Act with respect to any of the shares include in the offering otherwise than in accordance with the German Act;

• this prospectus may only be used by those persons to whom it has been handed out in connection with the offer described herein. The shares included in the offering are not offered to the public in Switzerland. This prospectus constitutes neither a public offer in Switzerland nor a prospectus in accordance with the respective Swiss legislation. Accordingly, this prospectus may not be used in connection with any other offer and shall in particular not be distributed to the public in Switzerland; and

• they have undertaken that they will comply with all applicable securities laws and regulations in each jurisdiction in which they purchase, offer, sell or deliver the shares of common stock offered hereby or possess or distribute this prospectus or any other offering material and will obtain any consent, approval or permission which is required by them for the purchase, offer or sale by them of shares of common stock under the laws and regulations in force in any jurisdiction to which they are subject or in which they make such purchases, offers or sales in all cases at their own expense.

      Prior to this offering, there has been no public market for our common stock. Consequently, the initial public offering price for the shares was determined by negotiations between the representatives and us. Among the factors considered in determining the initial public offering price were our record of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the prices at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our common stock will develop and continue after this offering.

      We have applied to have our common stock included for quotation on the Nasdaq National Market under the symbol “WOLF.”

      The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of common stock.

	Paid by us
	No Exercise	Full Exercise
Per share	$	$
Total	$	$

      In connection with the offering, Citigroup Global Markets Inc. on behalf of the underwriters, may purchase and sell shares of our common stock in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of common stock in excess

108

of the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. “Covered” short sales are sales of shares made in an amount up to the number of shares represented by the underwriters’ over-allotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. Transactions to close out the covered syndicate short involve either purchases of the common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make “naked” short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress.

      The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when Citigroup Global Markets Inc. repurchases shares originally sold by that syndicate member in order to cover syndicate short positions or make stabilizing purchases.

      Any of these activities may have the effect of preventing or retarding a decline in the market price of the common stock. They may also cause the price of the common stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the Nasdaq National Market, in the over-the-counter market, or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time without notice.

      We estimate that our total expenses for this offering and the formation transactions will be $20.7 million.

      In the ordinary course of their business, certain of the underwriters may provide investment and commercial banking services and advisory services to us from time to time for which they would expect to receive customary fees and expenses.

      On or about the closing of this offering, an affiliate of Citigroup Global Markets Inc. expects to provide a $75.0 million fixed rate first mortgage loan secured by our interests in the Kansas City, Kansas and Traverse City, Michigan resorts. In addition, we have received commitments for a new $75.0 million revolving credit facility from an affiliate of Citigroup Global Markets Inc. and the other underwriters and/or their affiliates. In the event that we enter into the mortgage loan and/or the revolving credit facility, we expect that these underwriters and/or their affiliates will receive customary fees, interest payments and expense reimbursements.

      On or about the closing of this offering, an affiliate of Citigroup Global Markets Inc. expects to provide loans in an aggregate amount of $20.5 million to certain founders of Great Lakes, including a $5.5 million loan to our Chairman, a $7.5 million loan to our President, a $3.0 million loan to our Executive Vice President of Sales and Marketing, and a $3.0 million loan to our Chief Brand Officer. These loans are expected to be used for personal matters, including refinancing debt and funding investments. These loans will be full-recourse to each borrower and will be directly secured by a pledge of all of the shares of our common stock received by each borrower in the formation transactions. We expect Citigroup Global Market Inc.’s affiliate to receive customary fees, expense reimbursement and interest payments in connection with these loans.

      A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or by i-Deal, a prospectus delivery service provider. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representatives will allocate shares to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares may be sold by the underwriters to securities dealers who resell shares to online brokerage account holders.

      We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

109

LEGAL MATTERS

      Certain legal matters in connection with this offering will be passed upon for us by King & Spalding LLP and for the underwriters by Hunton & Williams LLP.

EXPERTS

      The combined financial statements of Great Lakes Predecessor as of September 30, 2004 and December 31, 2003 and 2002, and for the nine months ended September 30, 2004 and each of the three years in the period ended December 31, 2003 and the balance sheet of Great Wolf Resorts, Inc. as of June 30, 2004, included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein (which report as to Predecessor expresses an unqualified opinion and includes an explanatory paragraph concerning the adoption of SFAS No. 150, Accounting for Certain Financial Instruments with Characteristic of Both Liabilities and Equity and the adoption of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and an explanatory paragraph relating to the restatement described in Note 11), and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

      The Dells/Sandusky historical financial statements as of December 31, 2002 and 2003, and for each of the years in the three-year period ended December 31, 2003, included in this prospectus have been audited by Rubin, Brown, Gornstein & Co. LLP, an independent registered public accounting firm, as stated in their report appearing herein, and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

      We have filed with the SEC a registration statement on Form S-1, including exhibits, schedules and amendments filed with the registration statement, under the Securities Act with respect to the shares of our common stock to be sold in this offering. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and the shares of our common stock to be sold in this offering, reference is made to the registration statement, including the exhibits to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract is an exhibit to the registration statement, each statement is qualified in all respects by the exhibit to which the reference relates. Copies of the registration statement, including the exhibits and schedules to the registration statement, may be examined without charge at the public reference room of the SEC, 450 Fifth Street, N.W. Room 1024, Washington, DC 20549. Information about the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0300. Copies of all or a portion of the registration statement can be obtained from the public reference room of the SEC upon payment of prescribed fees. Our SEC filings, including our registration statement, will also available to you on the SEC’s web site, www.sec.gov.

      As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and will file annual, quarterly and other periodic reports and proxy statements and will make available to our stockholders quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information.

110

INDEX TO FINANCIAL STATEMENTS

			Page
Great Wolf Resorts, Inc. and Subsidiaries:
	Unaudited Pro Forma Condensed Consolidated Financial Statements:
		Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2004		F-3
		Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2004		F-7
		Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2003		F-8
	Historical Financial Statements:
		Report of Independent Registered Public Accounting Firm		F-11
		Balance Sheets as of September 30, 2004 (unaudited) and June 30, 2004		F-12
		Note to Balance Sheets		F-13
Great Lakes Predecessor Historical Information:
	Report of Independent Registered Public Accounting Firm			F-14
	Combined Balance Sheets as of September 30, 2004, December 31, 2003 (as restated) and 2002			F-15
	Combined Statements of Operations for the nine months ended September 30, 2004 and 2003 (unaudited) and the years ended December 31, 2003 (as restated), 2002 and 2001			F-16
	Combined Statements of Equity for the nine months ended September 30, 2004 and the years ended December 31, 2003 (as restated), 2002 and 2001			F-17
	Combined Statements of Cash Flows for the nine months ended September 30, 2004 and 2003 (unaudited) and the years ended December 31, 2003 (as restated), 2002 and 2001			F-18
	Notes to Combined Financial Statements			F-19
Dells/Sandusky Historical Information:
	Report of Independent Registered Public Accounting Firm			F-33
	Combined Balance Sheets as of September 30, 2004 (unaudited) and December 31, 2003 and 2002			F-34
	Combined Statements of Operations for the nine months ended September 30, 2004 and 2003 (unaudited) and the years ended December 31, 2003, 2002 and 2001			F-35
	Combined Statements of Members’ Equity for the nine months ended September 30, 2004 (unaudited) and the years ended December 31, 2003, 2002 and 2001			F-36
	Combined Statements of Cash Flows for the nine months ended September 30, 2004 and 2003 (unaudited) and the years ended December 31, 2003, 2002 and 2001			F-37
	Notes to Combined Financial Statements			F-38

F-1

GREAT WOLF RESORTS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

      The accompanying unaudited pro forma condensed consolidated balance sheet as of September 30, 2004 has been prepared to give pro forma effect to the initial public offering of common stock of Great Wolf Resorts, Inc. (the “Offering”) and the related formation transactions (the “Formation Transactions”) as if they had occurred on September 30, 2004. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2004 and the year ended December 31, 2003 have been prepared to give pro forma effect to this offering and the formation transactions as if they had occurred on January 1, 2003. All material adjustments necessary to reflect this offering and formation transactions are presented in the pro forma adjustments columns, which are further described in the notes below. The unaudited pro forma condensed consolidated financial statements assume (1) this offering and formation transactions are accounted for as a purchase of the resort-owning entities by The Great Lakes Companies, Inc. using the purchase method of accounting and (2) the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed consolidated financial statements.

      The pro forma condensed consolidated financial statements assume all of the following occurred on September 30, 2004, in the case of the pro forma consolidated balance sheet, and as of January 1, 2003, in the case of the pro forma consolidated statements of operations:

• Initial public offering of 14,000,000 shares of common stock at $16.00 per share, with net proceeds of $203.3 million;

• Acquisition of all of the interests in the entities that own the Wisconsin Dells, Sandusky, Traverse City, Kansas City, Sheboygan, Williamsburg and Pocono Mountains resorts;

• The spin-off of the non-resort hotel and multifamily housing development and management business;

• Repayment of an aggregate of $76.0 million of mortgage indebtedness on two resorts;

• Refinancing of approximately $72.4 million of mortgage indebtedness on two resorts; and

• Establishment of a new $75.0 million secured revolving credit facility, none of which will be outstanding at closing.

      The pro forma condensed consolidated financial statements should be read in conjunction with the historical combined financial statements of the Great Lakes Predecessor and Dells/ Sandusky and related notes appearing elsewhere in this prospectus.

      The pro forma condensed consolidated financial statements are for informational purposes only and should not be considered indicative of actual results that would have been achieved had this offering and the formation transactions actually been consummated on such date and do not purport to indicate results of operations as of any future date or for any future period.

F-2

GREAT WOLF RESORTS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2004

(Dollars in thousands)

			Predecessor		Dells/Sandusky					Transaction			Pro
			Historical		Historical		Spin-Off			Adjustments			Forma
			(A)		(B)		(C)
ASSETS
Current assets:
	Cash and cash equivalents		$	2,401	$	3,161	$	(685	)	$	203,320	(D)	$	34,094
											(97,637	)(E)
											(73,466	)(F)
											(3,000	)(G)
	Other current assets			3,984		1,834		(1,424	)		(600	)(H)		3,794
		Total current assets		6,385		4,995		(2,109	)		28,617			37,888
Property and equipment, net				184,082		54,011		(16,533	)		4,519	(E)		226,079
Equity escrow and other assets				16,105		2,537		(3,725	)		3,000	(G)		16,448
											(1,469	)(I)
Goodwill				1,391		24,457		(1,391	)		178,895	(E)		203,352
		Total assets	$	207,963	$	86,000	$	(23,758	)	$	213,562		$	483,767
LIABILITIES, MINORITY INTERESTS AND EQUITY
Current liabilities:
	Current portion of long-term debt		$	6,921	$	1,729	$	(6,459	)	$	(1,729	)(F)	$	462
	Accounts payable and accrued expenses			15,620		6,088		(969	)		(600	)(H)		20,139
		Total current liabilities		22,541		7,817		(7,428	)		(2,329	)		20,601
Long-term debt				131,956		74,306		(11,932	)		(71,737	)(F)		122,593
Deferred tax liability				—		—		—			7,677	(E)		7,677
Mandatorily redeemable ownership interests				11,602		—		(333	)		(11,269	)(E)		—
		Total liabilities		166,099		82,123		(19,693	)		(77,658	)		150,871
Minority interests				2,594		—		(2,594	)		—			—
Equity				39,270		3,877		(1,471	)		203,320	(D)		332,896
											89,369	(E)
											(1,469	)(I)
	Total liabilities, minority interests and equity		$	207,963	$	86,000	$	(23,758	)	$	213,562		$	483,767

F-3

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet (dollars in thousands, except per share amounts)

      (A) Reflects the historical condensed combined balance sheet of the Predecessor which consists of:

      1. The Great Lakes Companies, Inc., or GLC, and its consolidated subsidiaries; and

      2. The following entities that are under common management by GLC:

• Great Wolf Lodge of Traverse City, LLC

• Great Wolf Lodge of Kansas City, LLC

• Blue Harbor Resort Sheboygan, LLC

• Great Wolf Lodge of Williamsburg, LLC

• Great Wolf Lodge of Poconos, LLC

      (B) Reflects the historical condensed combined balance sheet for the entities that own our Wisconsin Dells and Sandusky resorts.

      (C) Reflects the effect of the spin-off from the Predecessor’s historical combined financial information of the non-resort hotel and multifamily housing businesses. These assets, which consist primarily of receivables and ownership interests in non-resort hotel and multifamily housing assets, and liabilities relate to the Predecessor’s development, ownership and management interests of non-resort hotels and multifamily housing properties and are unrelated to our resort business. The spin-off is expected to occur concurrently with the Offering and the Formation Transactions.

      (D) Reflects the sale of 14,000,000 shares of common stock for $16.00 per share in conjunction with the Offering and Formation Transactions.

Proceeds from the Offering	$	224,000
Less costs associated with the Offering ($15,680 of underwriters’ discounts and commissions, $5,000 of other costs)		(20,680	)
Increase to owners’ equity and cash	$	203,320

      (E) Reflects the application of the purchase method of accounting in connection with GLC’s acquisition of the seven resort-owning entities. GLC is currently the manager for each of the five operating resorts and the developer of the two resorts under construction. Through their exchanges of shares of GLC for shares of Great Wolf Resorts, Inc., GLC’s shareholders as a group will have the largest minority portion of any organized group of shareholder interest in the combined corporation, Great Wolf Resorts, Inc., and GLC’s existing senior management will comprise the senior management of the combined entity. Accordingly, as prescribed by Statement of Financial Accounting Standards No. 141, “Business Combinations,” GLC has been identified as the accounting acquirer.

      In conjunction with purchase accounting:

• total purchase price for each of the seven resort-owning entities was calculated based on:

•  the number of shares of common stock of Great Wolf Resorts, Inc., valued at $16.00 per share, to be issued to existing owners of those entities in conjunction with the Formation Transactions and

•  cash to be paid to buy out certain investors in the resort-owning entities and interests held by affiliates of AIG SunAmerica, Inc. in the Wisconsin Dells and Sandusky entities in conjunction with the consummation of the Offering and Formation Transactions;

• property and equipment, other assets and other liabilities of the seven resort-owning entities are recorded at their fair values;

F-4

• a deferred tax liability resulting from the difference between the fair value and the tax basis of assets acquired from the seven resort-owning entities is recorded at our anticipated effective tax rate of 40%;

• mandatorily redeemable ownership interests are eliminated due to the conversion of those ownership interests to our common stock in conjunction with the Formation Transactions;

• the excess of consideration in the purchase transaction over the fair value of net tangible assets acquired from the seven resort-owning entities is recorded as goodwill.

      The following table summarizes the total purchase price, consisting of shares of common stock of Great Wolf Resorts, Inc. and cash, as shown in the table below, and resulting goodwill balance, the cost basis and fair value with the resulting step-up amount to fair value, and the calculation of the deferred tax liability for each of the resorts. The number of shares issued shown in the table below excludes 4,909,077 shares to be issued to the shareholders of GLC, the accounting acquirer, in conjunction with the Formation Transactions.

			Wisconsin						Traverse			Kansas									Pocono
			Dells			Sandusky			City			City			Sheboygan			Williamsburg			Mountains			Total
Purchase Price:
	Number of shares issued			—			1,319,543			1,906,529			816,238			713,008			1,715,386			2,653,720			9,124,424
	Fair value per share		$	16.00		$	16.00		$	16.00		$	16.00		$	16.00		$	16.00		$	16.00		$	16.00
		Total fair value of shares issued	$	—		$	21,113		$	30,504		$	13,060		$	11,408		$	27,446		$	42,460		$	145,991
	Cash paid			12,950			25,918			15,480			13,497			5,468			12,427			11,897			97,637
Total purchase price				12,950			47,031			45,984			26,557			16,876			39,873			54,357			243,628
Long-term debt				50,254			25,782			36,475			35,956			33,460			5,009			1,523			188,459
Fair value of property and equipment based on estimated replacement cost				(28,207	)		(27,976	)		(43,959	)		(43,245	)		(36,415	)		(25,435	)		(19,224	)		(224,461	)
Fair value of other assets and liabilities				(1,068	)		(377	)		(868	)		436			(2,125	)		(257	)		(7,692	)		(11,951	)
Goodwill from asset acquisition			$	33,929		$	44,460		$	37,632		$	19,704		$	11,796		$	19,190		$	28,964		$	195,675
Cost basis of property and equipment			$	27,313		$	26,699		$	42,571		$	42,285		$	36,415		$	25,435		$	19,224		$	219,942
Step-up				894			1,277			1,388			960			—			—			—			4,519
Fair value of property and equipment based on estimated replacement cost			$	28,207		$	27,976		$	43,959		$	43,245		$	36,415		$	25,435		$	19,224		$	224,461
Purchase price			$	12,950		$	47,031		$	45,984		$	26,557		$	16,876		$	39,873		$	54,357		$	243,628
Goodwill from asset acquisition				33,929			44,460			37,632			19,704			11,796			19,190			28,964			195,675
Purchase price excluding goodwill				(20,979	)		2,571			8,352			6,853			5,080			20,683			25,393			47,953
Estimated tax basis				(5,895	)		(949	)		(2,352	)		(13,199	)		5,080			20,683			25,393			28,761
Difference				(15,084	)		3,520			10,704			20,052			—			—			—			19,192
Assumed tax rate				40	%		40	%		40	%		40	%		40	%		40	%		40	%		40	%
Deferred tax (asset) liability			$	(6,034	)	$	1,408		$	4,282		$	8,021		$	—		$	—		$	—		$	7,677
Goodwill from asset acquisition and deferred taxes			$	27,895		$	45,868		$	41,914		$	27,725		$	11,796		$	19,190			28,964		$	203,352

F-5

      The adjustments to the applicable line items as a result of the purchase accounting and other items discussed above are as follows:

Cash	$	(97,637	)
Property and Equipment, net		4,519
Goodwill		178,895
Deferred tax liability		7,677
Mandatorily redeemable equity interests		(11,269	)
Owners’ equity		89,369

      The values and amounts used in the application of purchase accounting for the pro forma condensed consolidated balance sheet are based on preliminary estimates and assumptions. These estimates and assumptions are subject to possible change at the date of the Offering.

      (F) Reflects (1) the reduction in outstanding debt related to repayment of certain mortgage notes payable and (2) the refinancing of certain other mortgage notes payable with new secured mortgage financing in conjunction with the Offering and the Formation Transactions as follows:

Repayment of mortgage notes payable	$	(148,466	)
Proceeds from new secured mortgage financing		75,000
Net adjustment to long-term debt	$	(73,466	)

      (G) Reflects the payment of $3,000 of costs to obtain the new secured mortgage financing and revolving credit facility.

      (H) Reflects the elimination of $600 of intercompany receivables and payables related to the Wisconsin Dells and Sandusky entities.

      (I) Reflects the write-off of $1,469 of unamortized loan fees related to the existing debt retired in the Offering and Formation Transactions.

F-6

GREAT WOLF RESORTS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2004

(Dollars in thousands except per share amounts)

		Predecessor			Dells/Sandusky						Transaction
		Historical			Historical			Spin-Off			Adjustments			Pro Forma
		(A)			(B)			(C)
Revenues:
	Rooms	$	27,137		$	23,702		$	(1,244	)	$	—		$	49,595
	Food and beverage		6,613			5,274			(96	)		—			11,791
	Other hotel operations		6,366			3,965			(59	)		—			10,272
	Management fees-related party		1,208			—			(674	)		(534	)(D)		—
	Development and other fees		1,289			—			(799	)		(490	)(D)		—
			42,613			32,941			(2,872	)		(1,024	)		71,658
	Other revenue from managed properties		11,040			—			(3,532	)		(7,508	)(E)		—
Total revenues			53,653			32,941			(6,404	)		(8,532	)		71,658
Operating expenses by department:
	Rooms		4,134			3,342			(286	)		—			7,190
	Food and beverage		5,741			3,902			(128	)		—			9,515
	Other		4,838			3,433			(23	)		—			8,248
Other operating expenses:
	Selling, general and administrative		15,014			5,648			(2,108	)		473	(F)		18,537
												(490	)(D)
	Property operating costs		6,145			3,939			(338	)		—			9,746
	Management fees		—			534			—			(534	)(D)		—
	Depreciation and amortization		9,490			5,552			(222	)		208	(G)		15,105
												77	(H)
			45,362			26,350			(3,105	)		(266	)		68,341
	Other expenses from managed properties		11,040			—			(3,532	)		(7,508	)(E)		—
Total operating expenses			56,402			26,350			(6,637	)		(7,774	)		68,341
Operating income (loss)			(2,749	)		6,591			(233	)		(758	)		3,317
Interest income			(202	)		(105	)		134			—			(173	)
Interest expense			4,755			3,529			(412	)		(3,607	)(I)		4,265
Gain on sale and other			(1,653	)		—			1,653			—			—
Interest on mandatorily redeemable ownership interests			1,075			—			697			(1,772	)(J)		—
Distributions in excess of minority interest capital			48			—			(48	)		—			—
Minority interests			53			—			(53	)		—			—
Income (loss) before income taxes			(6,825	)		3,167			(1,738	)		4,621			(775	)
Income tax expense			—			—			—			(310	)(K)		(310	)
Income (loss) from continuing operations		$	(6,825	)	$	3,167		$	(1,738	)	$	4,931		$	(465	)
Pro forma basic earnings per share														$	(0.02	)(L)
Pro forma diluted earnings per share														$	(0.02	)(L)
Pro forma weighted average common shares outstanding-basic															28,171,001	(L)
Pro forma weighted average common shares outstanding-diluted															28,171,001	(L)

F-7

GREAT WOLF RESORTS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2003

(Dollars in thousands except per share amounts)

					Dells/
		Predecessor			Sandusky						Transaction
		Historical			Historical			Spin-Off			Adjustments			Pro Forma
		(A)			(B)			(C)
		(M)
Revenues:
	Rooms	$	20,231		$	29,172		$	(1,430	)	$	—		$	47,973
	Food and beverage		4,927			6,602			(94	)		—			11,435
	Other hotel operations		4,653			4,944			(85	)		—			9,512
	Management fees-related party		2,190			—			(1,160	)		(1,030	)(D)		—
	Development and other fees		919			—			(413	)		(506	)(D)		—
			32,920			40,718			(3,182	)		(1,536	)		68,920
	Other revenue from managed properties		14,904			—			(5,463	)		(9,441	)(E)		—
Total revenues			47,824			40,718			(8,645	)		(10,977	)		68,920
Operating expenses by department:
	Rooms		3,591			4,311			(326	)		—			7,576
	Food and beverage		4,641			4,925			(113	)		—			9,453
	Other		4,081			4,084			(29	)		—			8,136
Other operating expenses:
	Selling, general and administrative		11,706			6,527			(2,617	)		(506	)(D)		16,080
												970	(F)
	Property operation and maintenance		5,671			4,969			(388	)		—			10,252
	Management fees		—			1,030			—			(1,030	)(D)		—
	Depreciation and amortization		8,045			8,090			(474	)		469	(G)		15,327
												(803	)(H)
			37,735			33,936			(3,947	)		(900	)		66,824
	Other expenses from managed properties		14,904			—			(5,463	)		(9,441	)(E)		—
Total operating expenses			52,639			33,936			(9,410	)		(10,341	)		66,824
Operating income (loss)			(4,815	)		6,782			765			(636	)		2,096
Interest income			(55	)		(152	)		62			—			(145	)
Interest expense			4,758			4,818			(499	)		(5,759	)(I)		3,318
Interest on mandatorily redeemable ownership interests			(3,136	)		—			2,136			1,000	(J)		—
Minority interests			425			—			(425	)					—
Income (loss) before income taxes			(6,807	)		2,116			(509	)		4,123			(1,077	)
Income tax benefit			—			—			—			(431	)(K)		(431	)
Income (loss) from continuing operations		$	(6,807	)	$	2,116		$	(509	)	$	4,554		$	(646	)
Pro forma basic loss per share														$	(0.02	)(L)
Pro forma diluted loss per share														$	(0.02	)(L)
Pro forma weighted average common shares outstanding-basic															28,171,001	(L)
Pro forma weighted average common shares outstanding-diluted															28,171,001	(L)

F-8

Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations (dollars in thousands)

      (A) Reflects the historical condensed combined statement of operations of the Predecessor, which consists of:

      1. The Great Lakes Companies, Inc., or GLC, and its consolidated subsidiaries; and

      2. The following entities that are under common management by GLC:

• Great Wolf Lodge of Traverse City, LLC

• Great Wolf Lodge of Kansas City, LLC

• Blue Harbor Resort Sheboygan, LLC

• Great Wolf Lodge of Williamsburg, LLC

• Great Wolf Lodge of Poconos, LLC

      (B) Reflects the historical condensed combined statement of operations for the entities that own our Wisconsin Dells and Sandusky resorts.

      (C) Reflects the effect of the spin-off of the Predecessor’s historical combined financial information of the non-resort hotel and multifamily housing development and hotel management businesses. Expenses for the multifamily housing development and hotel management businesses include salary and overhead costs of certain employees currently employed by the Predecessor. The salary costs were allocated to the spun-off businesses based on estimated time to be devoted to those businesses by each current employee of the Predecessor. Overhead costs were calculated as 100% of the allocated salary costs.

      (D) Reflects the elimination of aggregate intercompany revenue and expenses related to management fees, development fees, accounting fees and central reservation fees related to the Wisconsin Dells and Sandusky entities of $1,024 and $1,536 for the nine months ended September 30, 2004 and the year ended December 31, 2003, respectively.

      (E) Reflects the elimination of the amounts in Predecessor’s financial statements related to the Wisconsin Dells and Sandusky resorts under Emerging Issues Task Force Issue No. 01-14, “Income Statement Characteristics of Reimbursements for Out-of-pocket Expenses,” which requires the recognition of certain revenue and expenses related to managed properties in the manager’s statement of operations. These amounts primarily relate to payroll costs at the managed properties where GLC is the employer. The reimbursement of those costs is recorded as revenue with a corresponding expense.

      (F) Reflects the increase in general and administrative expenses of $473 and $970 for the nine months ended September 30, 2004 and the year ended December 31, 2003, respectively, as a result of becoming a public company. These amounts represent salaries based on employment agreements with executive officers who were hired as a result of becoming a public company. These amounts exclude bonuses of $2,275 to be paid under agreements with certain executives upon consummation of the offering as the charge to earnings will not have a continuing impact on our results of operations. In addition, we expect to incur approximately $5,400 of further incremental general and administrative costs annually as a result of becoming a public company. Those costs, which are not based on contractual arrangements as of the date of the offering and are therefore not included in the pro forma condensed consolidated statements of operations, consist of the following: salaries, benefits and other employee-related costs—$2,630; professional fees—$780; insurance—$750; public company listing fees and investor and public relations costs—$620; expenses related to independent members of our board of directors—$250; and other miscellaneous costs—$370.

      (G) Reflects the change in depreciation and amortization of property and equipment relating to purchase accounting adjustments to property and equipment balances resulting from the acquisition of the Wisconsin Dells, Sandusky, Kansas City, Traverse City and Sheboygan resorts by GLC. Depreciation and amortization are calculated based on the estimated fair values of depreciable and amortizable assets and the estimated useful

F-9

lives of those assets. The adjustment to depreciation and amortization is $208 and $469 for the nine months ended September 30, 2004 and the year ended December 31, 2003, respectively.

      (H) Reflects the net reduction in amortization expense as a result of the refinancing of debt in conjunction with the Offering. The adjustments to amortization expense are as follows:

				Year Ended
	Nine Months Ended			December 31,
	September 30, 2004			2003
Elimination of amortization expense relating to existing mortgage notes payable	$	(411	)	$	(1,453	)
Amortization expense on new credit facility		375			500
Amortization expense on new secured mortgage financing		113			150
Net adjustment to amortization expense	$	77		$	(803	)

      (I) Reflects the net reduction in interest expense as a result of the repayment and refinancing of debt in conjunction with the Offering, based on expected secured mortgage financing as follows:

• $75,000, secured by two resorts, with a fixed interest rate equal to the 10-year treasury bill rate plus 2.75%.

      The adjustments to interest expense are as follows:

				Year Ended
	Nine Months Ended			December 31,
	September 30, 2004			2003
Elimination of interest expense relating to existing mortgage notes payable	$	(7,371	)	$	(9,077	)
Interest expense on new secured mortgage financing		3,764			3,318
Net adjustment to interest expense	$	(3,607	)	$	(5,759	)

      An increase of 0.125% in the expected interest rate on the new secured mortgage financing would increase our interest expense by $70 and $63 for the nine months ended September 30, 2004 and the year ended December 31, 2003, respectively. A decrease of 0.125% in the expected interest rate would decrease our interest expense by $70 and $63 for the nine months ended September 30, 2004 and the year ended December 31, 2003, respectively.

      (J) Reflects the elimination of interest on mandatorily redeemable shares as a result of or in connection with the Formation Transactions.

      (K) Reflects the adjustments to record income tax expense (benefit) at our anticipated effective tax rates of 40% for both the nine months ended September 30, 2004 and for the year ended December 31, 2003.

      (L) Pro forma basic and diluted earnings (loss) per share are computed assuming the Offering was consummated as of the first day of the period presented and equals pro forma net income (loss) divided by the number of shares of our common stock expected to be outstanding after the Offering.

      The number of shares expected to be outstanding after the Offering consists of:

Shares issued in the Offering	14,000,000
Shares issued as consideration in the Formation Transactions	13,901,947
Shares issued to the holder of a tenant in common interest in our Poconos resort	64,038
Shares issued to the holder of a tenant in common interest in our Williamsburg resort	67,516
Shares issued to a trust that will hold assets to pay obligations under our deferred compensation plan in connection with the payment of cash bonuses at the closing of the Offering	137,500
	28,171,001

      (M) As restated — see Note 11 to the Predecessor’s combined financial statements.

F-10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Great Wolf Resorts, Inc.

Madison, Wisconsin

      We have audited the accompanying balance sheet of Great Wolf Resorts, Inc. (the “Company”) as of June 30, 2004. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit of the balance sheet provides a reasonable basis for our opinion.

      In our opinion, such balance sheet presents fairly, in all material respects, the financial position of Great Wolf Resorts, Inc. as of June 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

July 25, 2004

F-11

GREAT WOLF RESORTS, INC.

BALANCE SHEETS

			September 30, 2004		June 30, 2004
			(Unaudited)
ASSETS
Cash			$	1,000	$	1,000
		Total assets	$	1,000	$	1,000
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities			$	—	$	—
Stockholder’s equity
	Common stock, $0.01 par value, 100 shares authorized, 100 shares issued and outstanding			1		1
	Additional paid-in capital			999		999
	Retained earnings			—		—
		Total stockholder’s equity		1,000		1,000
		Total liabilities and stockholder’s equity	$	1,000	$	1,000

See accompanying note to balance sheets.

F-12

GREAT WOLF RESORTS, INC.

NOTE TO BALANCE SHEETS

SEPTEMBER 30, 2004 (Unaudited)

AND JUNE 30, 2004

Note 1. Formation

Great Wolf Resorts, Inc. (the Company) was incorporated in May 2004 as a Delaware corporation. In August 2004, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission with respect to a proposed public offering (the Offering). The Company will enter into certain transactions (the Formation Transactions) that will occur simultaneously with the completion of the Offering. The Formation Transactions are designed to:

• acquire four existing Great Wolf Lodge resorts, a Blue Harbor Resort and two Great Wolf Lodge resorts under construction, each of which is currently owned by a separate limited liability company;

• acquire the resort management business of The Great Lake Companies, Inc. and its subsidiaries;

• facilitate the Offering; and

• enable the Company to raise the necessary capital to repay certain existing indebtedness, purchase certain interests held by a third party in two of the four existing resort-owning entities and fund its growth.

F-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Owners

Great Lakes Predecessor

Madison, Wisconsin

      We have audited the accompanying combined balance sheets of Great Lakes Predecessor (the Predecessor), as defined in Note 1 to the combined financial statements, as of September 30, 2004 and December 31, 2003 and 2002, and the related combined statements of operations, equity, and cash flows for the nine months ended September 30, 2004 and for each of the three years in the period ended December 31, 2003. The combined financial statements include the accounts of The Great Lakes Companies, Inc. and affiliated entities as described in Note 1. These entities are under common management. These financial statements are the responsibility of the Predecessor’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, such financial statements present fairly, in all material respects, the combined financial position of Great Lakes Predecessor as of September 30, 2004 and December 31, 2003 and 2002, and the combined results of its operations and its cash flows for the nine months ended September 30, 2004 and each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

      As discussed in Note 2 to the combined financial statements, effective July 1, 2003, Predecessor adopted SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” and effective January 1, 2001, Predecessor adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.”

      As discussed in Note 11 to the combined financial statements, the accompanying combined financial statements for the year ended December 31, 2003 have been restated.

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

November 24, 2004

F-14

GREAT LAKES PREDECESSOR

COMBINED BALANCE SHEETS

(dollars in thousands)

						December 31,
			September 30,
			2004			2003			2002
						(as restated,
						see
						Note 11)
ASSETS
Current assets:
	Cash and cash equivalents		$	2,401		$	3,490		$	4,790
	Accounts receivable, net of allowance for doubtful accounts of $1,089, $655 and $267			2,325			1,877			1,602
	Inventory			1,195			850			24
	Other current assets			464			134			189
	Assets held for sale			—			15,467			32,653
		Total current assets		6,385			21,818			39,258
Property and equipment, net				184,082			131,256			61,077
Equity escrow				4,517			13,722			52
Other assets				11,588			5,288			4,954
Goodwill				1,391			1,410			1,410
		Total assets	$	207,963		$	173,494		$	106,751
LIABILITIES, MINORITY INTERESTS AND EQUITY
Current liabilities:
	Current portion of long-term debt		$	6,921		$	12,745		$	8,808
	Accounts payable			10,984			4,550			3,100
	Accrued expenses			2,159			5,057			4,002
	Advance deposits			1,893			1,153			76
	Other current liabilities			584			711			—
	Long-term debt secured by assets held for sale			—			14,220			31,564
		Total current liabilities		22,541			38,436			47,550
Long-term debt				131,956			93,096			33,956
Mandatorily redeemable ownership interests				11,602			11,194			11,698
		Total liabilities		166,099			142,726			93,204
Minority interests				2,594			1,585			2,190
Commitments and contingencies
Equity:
	Common stock
		Class A voting Shares, no par value; 450 shares authorized, 329 shares issued and 300 shares outstanding, respectively		—			—			—
		Class B non-voting Shares, no par value; 8,550 shares authorized, 6,251 shares issued and 5,700 shares outstanding, respectively		—			—			2
	Accumulated deficit			(2,876	)		(1,256	)		(4,183	)
	Treasury stock			(824	)		(824	)		(824	)
	Members’ equity of combined entities			42,970			31,263			16,362
		Total equity		39,270			29,183			11,357
		Total liabilities, minority interests and equity	$	207,963		$	173,494		$	106,751

See accompanying notes to combined financial statements.

F-15

GREAT LAKES PREDECESSOR

COMBINED STATEMENTS OF OPERATIONS

(dollars in thousands)

		Nine Months Ended						Year Ended
		September 30,						December 31,
		2004			2003			2003			2002			2001
								(as restated,
					(Unaudited)			see Note 11)
Revenues:
	Rooms	$	27,137		$	14,869		$	20,231		$	1,454		$	1,619
	Food and beverage		6,613			3,481			4,927			96			101
	Other hotel operations		6,366			3,450			4,653			138			381
	Management fees—related parties		1,208			1,801			2,190			2,574			1,984
	Development and other fees—related parties		1,289			714			919			755			1,038
			42,613			24,315			32,920			5,017			5,123
	Other revenue from managed properties		11,040			10,707			14,904			14,808			13,286
Total revenues			53,653			35,022			47,824			19,825			18,409
Operating expenses by department:
	Rooms		4,134			2,392			3,591			321			356
	Food and beverage		5,741			3,076			4,641			109			113
	Other		4,838			2,786			4,081			35			40
Other operating expenses:
	Selling, general and administrative		15,014			8,131			11,706			4,356			4,056
	Property operating costs		6,145			4,223			5,671			901			275
	Depreciation and amortization		9,490			4,675			8,045			602			531
			45,362			25,283			37,735			6,324			5,371
	Other expenses from managed properties		11,040			10,707			14,904			14,808			13,286
Total operating expenses			56,402			35,990			52,639			21,132			18,657
Operating loss			(2,749	)		(968	)		(4,815	)		(1,307	)		(248	)
Interest income			(202	)		—			(55	)		(89	)		(77	)
Interest expense			4,755			2,635			4,758			560			792
(Gain) loss on sale of real estate			(1,653	)		—			—			13			(96	)
Interest on mandatorily redeemable ownership interests			1,075			(3,220	)		(3,136	)		4,479			390
Distributions in excess of minority interest capital			48			—			—			53			—
Minority interests			53			401			425			89			(669	)
Loss from continuing operations			(6,825	)		(784	)		(6,807	)		(6,412	)		(588	)
Income (loss) from discontinued operations			1,864			1,501			1,804			(343	)		(256	)
Income (loss) before cumulative effect of change in accounting principle			(4,961	)		717			(5,003	)		(6,755	)		(844	)
Cumulative effect of change in accounting principle			—			460			460			—			(333	)
Net income (loss)		$	(4,961	)	$	1,177		$	(4,543	)	$	(6,755	)	$	(1,177	)

See accompanying notes to combined financial statements.

F-16

GREAT LAKES PREDECESSOR

COMBINED STATEMENTS OF EQUITY

Nine Months Ended September 30, 2004

and Years Ended December 31, 2003, 2002, and 2001

(dollars in thousands)

							Members’
							Equity of
	Common			Accumulated			Combined			Treasury			Total
	Stock			Deficit			Entities			Stock			Equity
Balance, December 31, 2000	$	2		$	(2,102	)	$	807		$	(54	)	$	(1,347	)
Contributions		—			—			—			—			—
Distributions		—			(36	)		—			—			(36	)
Net loss		—			(822	)		(355	)		—			(1,177	)
Treasury shares repurchased		—			—			—			(300	)		(300	)
Balance, December 31, 2001		2			(2,960	)		452			(354	)		(2,860	)
Contributions		—			—			28,648			—			28,648
Distributions		—			(710	)		—			—			(710	)
Net loss		—			(513	)		(6,242	)		—			(6,755	)
Accretion of mandatorily redeemable equity interests		—			—			(6,496	)		—			(6,496	)
Treasury shares repurchased		—			—			—			(470	)		(470	)
Balance, December 31, 2002		2			(4,183	)		16,362			(824	)		11,357
Contributions		—			—			29,318			—			29,318
Distributions		—			(318	)		(3,538	)		—			(3,856	)
Net income (loss) (as restated, see Note 11)		—			3,705			(8,248	)		—			(4,543	)
Accretion of mandatorily redeemable equity interests		(2	)		(460	)		(2,631	)		—			(3,093	)
Balance, December 31, 2003 (as restated, see Note 11)		—			(1,256	)		31,263			(824	)		29,183
Contributions		—			473			25,145			—			25,618
Distributions		—			(3,207	)		(7,363	)		—			(10,570	)
Net income (loss)		—			1,114			(6,075	)		—			(4,961	)
Balance, September 30, 2004	$	—		$	(2,876	)	$	42,970		$	(824	)	$	39,270

See accompanying notes to combined financial statements.

F-17

GREAT LAKES PREDECESSOR

COMBINED STATEMENTS OF CASH FLOWS

			Nine Months
			Ended September 30,						Year ended December 31,
			2004			2003			2003			2002			2001
						(Unaudited)			(as restated,
									see Note 11)
Operating activities:
Net income (loss)			$	(4,961	)	$	1,177		$	(4,543	)	$	(6,755	)	$	(1,177	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization			9,569			6,731			10,440			4,169			3,996
	(Gain) loss on sale of real estate			(6,980	)		(10,967	)		(10,967	)		13			(96	)
	Cumulative effect of change in accounting principle			—			(460	)		(460	)		—			333
	Minority interests			2,680			10,224			10,247			(26	)		49
	Changes in operating assets and liabilities:
		Accounts receivable and other assets		(7,005	)		(293	)		(883	)		(675	)		2,125
		Accounts payable, accrued expenses and other liabilities		4,970			1,561			4,292			3,650			350
Net cash provided by operating activities				(1,727	)		7,973			8,126			376			5,580
Investing activities:
	Capital expenditures for property and equipment			(81,187	)		(57,340	)		(77,060	)		(46,224	)		(9,166	)
	Proceeds from sale of assets			32,173			26,451			26,451			—			—
	(Increase) decrease in equity escrow			9,205			(471	)		(13,671	)		(52	)		—
Net cash used in investing activities				(39,809	)		(31,360	)		(64,280	)		(46,276	)		(9,166	)
Financing activities:
	Principal payments on long-term debt			(19,070	)		(17,432	)		(17,765	)		(3,523	)		(5,631	)
	Proceeds from issuance of long-term debt			49,513			49,621			63,496			29,018			10,603
	Payment of loan costs			(2,395	)		(1,652	)		(2,351	)		(1,897	)		(475	)
	Member contributions			25,618			9,461			29,318			24,648			—
	Member distributions			(11,236	)		(3,769	)		(3,856	)		(710	)		(36	)
	Purchase of treasury stock			—			—			—			(470	)		(300	)
	Changes in mandatorily redeemable ownership interests			1,075			(3,220	)		(3,136	)		4,479			390
	Net distributions to minority investors			(3,058	)		(10,907	)		(10,852	)		(1,748	)		(1,729	)
Net cash provided by financing activities				40,447			22,102			54,854			49,797			2,822
Net increase (decrease) in cash and cash equivalents				(1,089	)		(1,285	)		(1,300	)		3,897			(764	)
Cash and cash equivalents, beginning of period				3,490			4,790			4,790			893			1,657
Cash and cash equivalents, end of period			$	2,401		$	3,505		$	3,490		$	4,790		$	893
Supplemental Cash Flow Information
	Cash paid for interest, net of capitalized interest		$	4,729		$	2,656		$	4,786		$	493		$	831
	Land contributed for membership interest		$	—		$	—		$	—		$	4,000		$	—

See accompanying notes to combined financial statements.

F-18

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

1. ORGANIZATION

      Great Lakes Predecessor (the Predecessor) is not a legal entity but rather a combination of certain real estate entities and operations that comprise its historical operations as described below. The Predecessor is engaged in the business of developing, owning, operating and managing various real estate assets in the United States and Canada, including family entertainment resorts, hotels and multi-family housing.

      In conjunction with a proposed initial public offering (the Offering) and the execution of certain formation transactions (the Formation Transactions), which are both expected to be completed in 2004, the resorts and the related resort management business of the Predecessor will be acquired by Great Wolf Resorts, Inc. Certain assets of the non-resort hotel and multi-family housing development and management businesses of the Predecessor will be contributed to subsidiaries and then distributed to the stockholders of The Great Lakes Companies, Inc. (GLC), an entity included in the Predecessor’s combined financial statements.

      The Predecessor’s combined financial statements include the accounts of the following, all of which are under common management:

• GLC and its consolidated subsidiaries

• Great Wolf Lodge of Traverse City, LLC—owns a 281-room resort in Traverse City, Michigan (opened in March 2003)

• Great Wolf Lodge of Kansas City, LLC—owns a 281-room resort in Kansas City, Kansas (opened in May 2003)

• Blue Harbor Resort Sheboygan, LLC—owns a 183-room resort in Sheboygan, Wisconsin (opened in June 2004)

• Great Wolf Lodge of Williamsburg, LLC—owns a 301-room resort in Williamsburg, Virginia (under construction, scheduled to open in Spring 2005)

• Great Wolf Lodge of Poconos, LLC—owns a 400-room resort in the Pocono Mountains (under construction, scheduled to open in Fall 2005).

      All significant intercompany balances and transactions have been eliminated in combination.

      The accompanying combined financial statements do not include:

• entities managed by GLC that will not be contributed to Great Wolf Resorts, Inc. in the Formation Transactions; and

• entities that own the Great Wolf Lodges in Wisconsin Dells, Wisconsin and Sandusky, Ohio. These entities, although managed by GLC and expected to be acquired by Great Wolf Resorts, Inc. as part of the Formation Transactions, are controlled by affiliates of AIG SunAmerica, Inc.

      On June 25, 2004, GLC distributed its interests in Blue Harbor Resort Condominium LLC to its shareholders. The distribution consisted of $10,831 of property and equipment and $10,831 of related debt. The distribution was recorded at historical cost. Therefore, no gain or loss was recognized on the distribution.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Cash and Cash Equivalents—The Predecessor considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

F-19

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

      Unaudited Interim Financial Information—The accompanying unaudited interim combined statements of operations and cash flows for the nine months ended September 30, 2003 are unaudited. These unaudited interim combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of the Predecessor’s management, the unaudited interim combined financial statements have been prepared on the same basis as the audited combined financial statements and include all adjustments, consisting only of normal, recurring items, necessary for the fair presentation of the results of the Predecessor’s operations and its cash flows for the nine months ended September 30, 2003.

      Allowance for Doubtful Accounts—The Predecessor provides an allowance for doubtful accounts when it determines it is more likely than not a specific account will not be collected. Bad debt expense for the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002 and 2001 was $434, $524, $110 and $178, respectively, and writeoffs of accounts receivable in the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002 and 2001 were zero, $136, $22 and zero, respectively.

      Property and Equipment—The Predecessor records investments in property and equipment at cost. These assets are depreciated using the straight-line method over their estimated useful lives as follows:

Buildings and improvements	40 years
Land improvements	15 years
Furniture, fixtures and equipment, including waterpark equipment	3-7 years

      Improvements and replacements are capitalized when they extend the useful life, increase capacity or improve the efficiency of the asset. Repairs and maintenance are expensed as incurred. Construction in process includes costs such as site work, permitting and construction related to resorts under development. The Predecessor capitalizes interest on construction in process balances during the construction period. Interest capitalized totaled $1,568, $1,381, $574 and $359 for the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002 and 2001, respectively.

      Loan Fees—The Predecessor capitalizes loan fees and amortizes them over the term of the loan using a method that approximates the effective interest method. Loan fees, net of accumulated amortization, were $3,811, $2,938 and $1,724 as of September 30, 2004 and December 31, 2003 and 2002, respectively. Amortization of loan fees was $1,523, $1,137, $984 and $227 for the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002 and 2001, respectively.

      Assets Held for Sale—The Predecessor classifies as held for sale those properties that are being actively marketed for sale. A property classified as held for sale is carried at the lower of its book value or estimated fair value less costs to sell. Depreciation of the held for sale property’s assets is ceased at the time the property is classified as held for sale. The Predecessor segregates the property and equipment, and long-term debt relating to the held for sale properties on its combined balance sheets. The Predecessor segregates the operating activity and any gains or losses upon disposition relating to the held for sale properties in income (loss) from discontinued operations in its combined statements of operations.

      Equity Escrow—For certain of the entities included in the accompanying combined financial statements, the Predecessor has raised equity from members through private placements. Equity amounts raised through these private placements are held in escrow and used in construction of resorts. The Predecessor is only permitted to use these funds for the construction of the applicable resorts. The funds are held in a bank account which exceeds the FDIC insurance limit.

F-20

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

      Goodwill—The excess of the purchase price over the estimated fair value of tangible and identifiable intangible assets acquired is recorded as goodwill. The Predecessor’s goodwill resulted from the acquisition of a hotel in 2000. Prior to January 1, 2002, goodwill was amortized on a straight-line basis over its estimated useful life. Effective January 1, 2002, the Predecessor adopted Statement of Financial Accounting Standards (SFAS) No. 142, which states that goodwill should not be amortized but instead tested for impairment and adjusted, if applicable. Accordingly, the Predecessor ceased amortization of goodwill as of January 1, 2002. Amortization expense for 2001 was $120. In connection with SFAS No. 142, the Predecessor is required to assess goodwill and intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Predecessor assesses goodwill for such impairment by comparing the carrying value of its reporting units to their fair values. The Predecessor performed its initial goodwill impairment assessment on January 1, 2002 in connection with the adoption of SFAS No. 142 and determined that the carrying amounts of its reporting units did not exceed their respective fair values. Accordingly, the initial implementation of this standard did not result in a charge and, as such, did not impact the Predecessor’s results of operations during 2002. Subsequent to the initial assessment, the Predecessor performed its review annually, or more frequently if circumstances indicated impairment may have occurred, and during the nine months ended September 30, 2004 and the years ended December 31, 2003 and 2002 determined that no such impairment had occurred.

      Impairment of Long-Lived Assets—When circumstances, such as adverse market conditions, indicate that the carrying value of a long–lived asset may be impaired, the Predecessor performs an analysis to review the recoverability of the asset’s carrying value. The Predecessor makes estimates of the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. The Predecessor had no impairment losses in any of the periods presented.

      Minority Interests—The Predecessor records the non-owned equity interests of GLC’s consolidated subsidiaries as minority interests on the combined balance sheets. The Predecessor recognizes losses that exceed the minority interest party’s capital in a consolidated entity. Distributions that exceed the minority interest partner’s capital in a consolidated entity are recorded as distributions in excess of minority interest capital expense.

      Derivative Instruments—SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” requires an entity to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. SFAS Nos. 137 and 138 amended certain provisions of SFAS No. 133. The Predecessor adopted these accounting pronouncements effective January 1, 2001. The Predecessor does not generally enter into derivative instruments; certain of the Predecessor’s contracts, however, contain derivative instruments as defined in SFAS No. 133. The Predecessor’s implementation of SFAS No. 133 resulted in the classification of certain derivative instruments as liabilities and a charge recorded as a cumulative effect of a change in accounting principle of $333 for the year ended December 31, 2001.

      Revenue Recognition—The Predecessor earns revenue from its hotel and resort operations, and from management, development and other related services. The Predecessor recognizes revenue from rooms, food and beverage, and other operating departments at the hotels and resorts as earned at the time of sale or rendering of service. Cash received in advance of the sale or rendering of services is recorded as advance deposits on the

F-21

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

combined balance sheets. The Predecessor recognizes management and other fees as earned according to the contractual terms governing those fees. The Predecessor recognizes development fees as earned under the completed contract method for projects with a short duration, and the percentage of completion method (based on contract-to-date costs incurred compared to total expected costs) for longer-term projects.

      Gains on Sales of Real Estate—SFAS No. 66, “Accounting for Sales of Real Estate,” requires an entity to recognize gains on sales of real estate only when a sale is consummated, the buyer’s initial and continuing investments are adequate to demonstrate a commitment to pay, and risks and rewards of ownership are transferred to the buyer. The Predecessor accounts for gains on sales of real estate in accordance with the provisions of SFAS No. 66. In the nine months ended September 30, 2004, the Predecessor recognized a gain on sale of real estate of $1,072 from the sale of land owned in Ontario, Canada and $581 from the sale of land in Beckley, West Virginia.

      Income Taxes—The Predecessor is comprised of a Subchapter S Corporation and limited liability companies. Under applicable federal and state income tax rules, the net income or loss of each of these entities is reportable in the income tax returns of the stockholders, partners and members of the entities. Accordingly, no income tax provision is included in the accompanying combined financial statements.

      Advertising—The Predecessor expenses advertising costs as incurred. Advertising expense for the nine months ended September 30, 2004 and the year ended December 31, 2003 was $2,020 and $2,218, respectively; advertising expense for 2002 and 2001 was insignificant.

      Use of Estimates—To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management must make estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

      New Accounting Pronouncements—In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 eliminates the amortization of goodwill and replaces it with a requirement to conduct an impairment analysis of the carrying value of the goodwill at least annually, and more often as circumstances warrant. The provisions of SFAS No. 142 are required to be applied starting with fiscal years beginning after December 15, 2001. The Predecessor adopted SFAS No. 142 on January 1, 2002.

      In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 addresses financial accounting and reporting for the impairment and disposal of long-lived assets. SFAS No. 144 requires the current and prior period operating results of any asset that has been classified as held for sale or has been disposed of after January 1, 2002 and where the Predecessor has no continuing involvement to be recorded as discontinued operations. Any gains or losses on final disposition are also included in discontinued operations. The provisions of SFAS No. 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001. The Predecessor adopted SFAS No. 144 on January 1, 2002. Certain of the Predecessor’s hotel properties are classified as held for sale in the accompanying combined balance sheets and, accordingly, the operating results of those properties are recorded in discontinued operations in the combined statements of operations.

      Effective January 1, 2002, the Predecessor adopted the provisions of Emerging Issues Task Force (EITF) Issue No. 01-14 “Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred.” EITF Issue No. 01-14 establishes standards for accounting for reimbursements received for out-of-pocket expenses incurred and the characterization as revenue and expense in the statements of operations.

F-22

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

In accordance with EITF Issue No. 01-14, the Predecessor has included in operating revenues and expenses the reimbursement of costs it incurs on behalf of the third-party owners of hotels managed by GLC. These costs relate primarily to payroll and benefit costs at managed hotels where GLC is the employer. The Predecessor receives reimbursements for these costs based upon its costs with no added margin. Therefore, the adoption of EITF Issue No. 01-14 did not impact its operating results, cash flows or financial position. The Predecessor adopted EITF Issue No. 01-14 by retroactively applying it to all periods presented in the accompanying combined financial statements. The effect of adopting EITF Issue No. 01-14 was an increase in operating revenues and expenses of $11,040, $14,904, $14,808 and $13,286 for the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002 and 2001, respectively.

      FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57 and 107 and rescission of FASB Interpretation No. 34” (FIN 45), was issued in November 2002. FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor’s fiscal year-end. The disclosure requirements in FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. There was no financial statement impact from the adoption of FIN 45.

      In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities,” an interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” FIN 46 prescribes how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate the entity. FIN 46 requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. The original provisions of FIN 46 were effective February 1, 2003 for all arrangements entered into after January 31, 2003. For arrangements entered into before February 1, 2003, the provisions of FIN 46 applied in the first fiscal year or interim period beginning after June 15, 2003.

      In December 2003, the FASB issued a revision of FIN 46 (FIN 46R) to clarify some of its provisions. FIN 46R deferred the effective date for FIN 46 for arrangements entered into before February 1, 2003 and results in multiple effective dates based on the nature as well as the creation date of the variable interest entity. Variable interest entities created after January 31, 2003 but prior to December 24, 2003, may be accounted for either based on the original or the revised interpretations. Variable interest entities created after December 24, 2003 must be accounted for under the revised interpretations. FIN 46R is effective for periods ending after March 15, 2004. The Predecessor has applied FIN 46 to variable interest entities created after January 31, 2003 for the year ended December 31, 2003. The Predecessor has applied FIN 46R to variable interest entities effective January 1, 2004. Prior to the implementation of FIN 46 and FIN 46R, the Predecessor consolidated entities for which it controlled major management and operating decisions. There was no financial statement impact from the adoption of FIN 46 and FIN 46R.

      In May 2003, the FASB issued SFAS No. 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” SFAS No. 150 requires the classification of certain financial instruments that were previously classified as equity to be classified as liabilities. The implementation of SFAS No. 150 is effective for financial instruments issued or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Predecessor’s implementation of

F-23

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

SFAS No. 150 resulted in the classification of certain mandatorily redeemable interests as liabilities, resulting in a cumulative effect of a change in accounting principle of $460 for the year ended December 31, 2003.

3. PROPERTY AND EQUIPMENT

      Property and equipment consist of the following:

					December 31,
		September 30,
		2004			2003			2002
Land and improvements		$	16,540		$	17,046		$	6,917
Building and improvements			47,595			35,435			—
Furniture, fixtures and equipment			77,099			52,507			1,689
Construction in process			59,000			33,325			53,771
			200,234			138,313			62,377
	Less accumulated depreciation		(16,152	)		(7,057	)		(1,300	)
Property and equipment, net		$	184,082		$	131,256		$	61,077

4. LONG-TERM DEBT

      The Predecessor’s borrowings, excluding borrowings related to assets held for sale, consist of the following:

				December 31,
	September 30,
	2004			2003			2002
Lines of credit at variable interest rates ranging from 4.00% to 6.00%	$	4,134		$	6,682		$	6,872
Mortgage debt with interest rates ranging from 6.00% to 8.25% maturing at various dates through 2008		118,733			94,929			35,593
City of Sheboygan bonds		8,063			1,468			—
City of Sheboygan loan		3,985			—			—
City of Los Angeles loan		2,166			1,061			—
Hillview loan		1,468			1,468			—
Notes payable		328			233			299
		138,877			105,841			42,764
Less current portion of long-term debt		(6,921	)		(12,745	)		(8,808	)
	$	131,956		$	93,096		$	33,956

      The lines of credit are borrowings of GLC and are generally secured by business security agreements, which pledge as collateral GLC’s assets, assignments of stockholder interests of GLC’s principals and guarantees of GLC’s stockholders. The lines of credit are subject to annual renewals. The net book value of assets securing these lines was approximately $12,626 at September 30, 2004. As of September 30, 2004, GLC had $66 available on these lines of credit.

      The mortgage debt is secured by certain hotel, resort and multi-family housing properties as well as the guarantees of various individual investors, including certain stockholders of GLC. The total book value of assets securing mortgage debt was approximately $180,002 at September 30, 2004.

F-24

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

      The City of Sheboygan (the City) bonds amount represents the face amount of bond anticipation notes (BANs) issued by the City in November 2003 in conjunction with the Predecessor’s construction of the Blue Harbor Resort in Sheboygan, Wisconsin. In accordance with the provisions of EITF Issue No. 91-10, the Predecessor has recognized as a liability the obligations for these BANs. The notes bear interest at 3.95% and mature in 2008. The notes are not a general obligation of the City and are payable from (a) the proceeds of bond anticipation notes or other funds appropriated by the City for the payment of interest on the BANs and (b) the proceeds to be delivered from the issuance and sale of securities by the City. The Predecessor has an obligation to fund payment of these BANs. The Predecessor’s obligation to fund repayment of the notes will be satisfied by certain minimum guaranteed amounts of room tax payments to be made by the Blue Harbor Resort through 2028.

      The City of Sheboygan loan amount represents a loan made by the City in 2004 to the Predecessor in conjunction with the Predecessor’s construction of the Blue Harbor Resort in Sheboygan, Wisconsin. The loan is noninterest-bearing and matures in 2018. The Predecessor’s obligation to repay the loan will be satisfied by certain minimum guaranteed amounts of real and personal property tax payments to be made by the Blue Harbor Resort through 2018.

      The City of Los Angeles loan is secured by a multi-family housing project under development in Hollywood, California. The loan represents proceeds received under the federal government’s loan guarantee provision of the Community Development Block Grant program. The proceeds were used to finance a portion of the construction costs of the project. Repayment of the total proceeds amount will be satisfied through a combination of payments by the Predecessor to the City of Los Angeles and payments by the City of Los Angeles to the United States Department of Housing and Urban Development. The loan bears interest at 5.0%. Repayments on the loan are in installments over a 27-year period, beginning in 2007.

      The Hillview loan is unsecured. The loan was made to the Predecessor to finance a portion of the construction costs of a multi-family housing project under development in Hollywood, California. The loan bears interest at 3.27% per annum, with interest computed beginning when the project achieves breakeven operating income performance. The loan will be repaid based on a 30-year amortization schedule, with any unpaid principal amount due on June 30, 2033.

      In connection with certain loan agreements, the Predecessor must maintain replacement reserve funds. Those agreements require monthly deposits of three or four percent of gross operating revenues to fund capital improvements and replacements. The replacement reserve funds are pledged as collateral for the respective mortgage debt. As of December 31, 2003, two replacement reserve funds were under-funded, which constituted a covenant violation of the related loan agreement. The Predecessor has obtained a permanent waiver of one of these covenant violations and a waiver through December 31, 2004 for the other covenant violation. It is probable that the covenant waiver that expires on December 31, 2004 will be met at the next compliance date.

      Future principal requirements on long-term debt are as follows:

2004 (October 1 to December 31, 2004)	$	4,726
2005		2,811
2006		4,858
2007		72,635
2008		32,362
Thereafter		21,485
Total	$	138,877

F-25

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

      As of September 30, 2004, December 31, 2003 and 2002, the fair values of the Predecessor’s mortgage loans and other secured loans approximate the carrying values as the terms are similar to those currently available to the Predecessor for debt with similar risks and remaining maturities.

      The carrying amounts for cash and cash equivalents, other current assets, equity escrows and accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments.

6. RELATED-PARTY TRANSACTIONS

      The Predecessor provides management, development, accounting, central reservations and other services to the real estate entities invested in by the Predecessor and to affiliates of the owners of the Predecessor. All management, development and other fees were earned from entities for which GLC or its stockholders are the managing members or investees. Amounts due from related parties were $1,510, $1,521 and $1,206 at September 30, 2004, December 31, 2003 and 2002, respectively.

      The Predecessor has regularly used an aircraft owned by an entity owned by several of its stockholders and other employees. The Predecessor paid $155, $149, $122 and $-0- in the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002, and 2001, respectively, for the lease of the aircraft for company business. The entity that owns the aircraft also has one employee for whom Predecessor provided payroll and benefit services, the costs of which were reimbursed by the entity.

      One of the Predecessor’s stockholders owns a 25% interest in the entity that leases space at the Great Wolf Lodge in Wisconsin Dells and operates the spa located within that resort. That entity made payments of $33 and $35 in the nine months ended September 30, 2004 and the year ended December 31, 2003, respectively, to the resort and no payments in 2002 and 2001.

      The Predecessor received fees from an affiliate in connection with arranging the financing transactions for certain of the Predecessor’s resorts. Total fees received by the Predecessor from this entity were $604, $395, $432 and $162 in the nine months ended September 30, 2004 and the year ended December 31, 2003, 2002 and 2001, respectively.

7. COMMITMENTS AND CONTINGENCIES

Legal Matters

      In the course of normal business activities, various lawsuits, claims and proceedings have been or may be instituted or asserted against the Predecessor. Based on currently available facts, management believes that the disposition of matters pending or asserted will not have a material adverse effect on the Predecessor’s combined financial position, results of operations or liquidity.

Letter of Credit

      In connection with the construction of the Blue Harbor Resorts, GLC has supplied a $1,000 letter of credit in favor of the City of Sheboygan. The letter of credit expires on December 31, 2004. There have been no draws on this letter of credit.

F-26

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

Guarantees

      Based on certain criteria, FIN 45 requires a guarantor to recognize, at the inception of a guarantee, a liability for that guarantee. The objective of the initial measurement of the liability is the fair value of the guarantee at its inception. The following is a summary of significant guarantees recognized in the combined balance sheets:

• In connection with the construction of the Blue Harbor Resort in Sheboygan, Wisconsin, Blue Harbor Resort Sheboygan, LLC (BH Resort LLC) entered into agreements with the City of Sheboygan and The Redevelopment Authority of the City of Sheboygan, Wisconsin (collectively, the City) whereby the City funded certain costs of construction. The City funded $4,000 toward the construction of the Blue Harbor Resort and related public improvements and $8,200 toward construction of a convention center connected to the resort.

In exchange for the $4,000 funding, BH Resort LLC guaranteed real and personal property tax payments over a fourteen-year period totaling $16,400. This obligation is also guaranteed jointly by Predecessor and by three of its principals. The guarantee was entered into on July 30, 2003.

In exchange for the $8,200 funding, BH Resort LLC entered into a lease for the convention center with the City. The initial term of the lease is 25 1/2 years with 15, 5-year renewal options. Under the lease, BH Resort LLC will satisfy repayment of the $8,200 funding by making guaranteed room tax payments totaling $25,944 over the initial term of the lease. This obligation is also guaranteed jointly by GLC and by three of its principals. This guarantee was also entered into on July 30, 2003.

As the debt related to the $4,000 and $8,200 fundings is included in the accompanying combined balance sheet, the Predecessor has not recorded any liability related to the guarantees on those fundings.

•  Sun Prairie Apartments, LLC (SPLLC) owns the Hamilton Place Apartments in Sun Prairie, WI. GLC has a small equity interest in SPLLC. On April 8, 2003 GLC entered into a guarantee with SPLLC’s lender for an interest reserve account related to SPLLC’s debt on April 8, 2003. Under this guarantee, GLC’s obligations are limited to $165. Based on the Predecessor’s assessment of the likelihood of GLC having to possibly perform on this guarantee, the fair value of this guarantee at the inception of the guarantee had a nominal value and no liability has been recorded in the combined financial statements at December 31, 2003. The guarantee was released in April 2004.

      Subsequent to December 31, 2003, lenders approved GLC’s request to revoke and release the guarantee related to Port Washington Hotel, LLC. This guarantee release is subject to the completion of the Offering.

F-27

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

Commitments

      The Predecessor leases land, office space, storage space and office equipment under various operating leases. Most of the leases include renewal options. Future minimum payments on these operating leases (including payments to minority members of certain combined entities) as of September 30, 2004 are as follows:

	Payments
	to
	Minority		All
	Members		Other
2004 (October 1 to December 31, 2004)	$	29	$	85
2005		116		303
2006		116		312
2007		116		285
2008		116		287
Thereafter		5,205		196
Total	$	5,698	$	1,468

      Rent expense for the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002 and 2001 was not significant.

      The Predecessor also has commitments on contracts to build the Predecessor’s resorts under construction. Commitments on these contracts total $50,646 for periods subsequent to September 30, 2004.

      Under a program available in the State of Kansas, the Predecessor entered into a transaction with a local government for the sole purpose of enabling the Predecessor to save approximately $800 in sales and compensation use taxes that would have been otherwise payable on materials and equipment incorporated into the Predecessor’s resort in Kansas City, Kansas. To effect the transaction, the Predecessor transferred title to the site and the resort to the local government, which leased the resort back to the Predecessor with an option (and ultimately the obligation) to purchase for a nominal amount at the end of the lease term. The local government issued $42,260 of industrial revenue bonds (“IRBs”), which were purchased by the Predecessor. The purchase of the IRBs was funded by the deposit of proceeds of a third-party construction loan with the bond trustee for application to payment of costs of the resort. The IRBs bear interest at 6.00%. Both principal and interest are payable at maturity on December 1, 2012. The lease calls for lease payments to be made by the Predecessor equal to the principal and interest payments the Predecessor is to receive on the IRBs. As the principal and interest payments on the IRBs equal the lease payments due under the lease, no cash payments will occur to effect the IRB and lease transactions (these transactions are recorded in memo entry form only, and no entry was recorded on the Predecessor’s books at the time of the transfer of the resort to the local governmental agency or the issuance of the IRBs).

      Although the form of the Kansas City transactions described above involves the sale and subsequent lease-back of the resort by the Predecessor, the substance of the transaction is that the Predecessor has not sold the resort. As specified in the lease document, the Predecessor is treated as the resort’s owner and retains the risks and rewards normally associated with ownership in that the local government is obligated to sell the resort back to the Predecessor for a nominal amount at the end of the lease term. The Predecessor is obligated to buy back the resort at the end of the lease term, to maintain insurance on the resort, and to rebuild the resort or provide payment to the local government in the event of destruction of the resort. As a result, the substance of the

F-28

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

transaction is that the Predecessor has constructed a resort for which it holds all risks and rewards of ownership and for which the Predecessor is obligated to pay the third-party construction debt. As a result, the Predecessor has included in its combined financial statements the asset value of the constructed resort and the third-party construction debt associated with the resort.

      A right of offset exists with regard to the lease obligation and the IRBs inasmuch as the Predecessor controls all remedies with respect to the lease and the IRBs. This right of offset is enforceable by law (for example, if the Predecessor fails to make payments under the lease, the local government is not obligated to pay interest on the IRBs). Accordingly, the Predecessor has excluded the asset associated with the ownership of the IRBs and the liability related to the lease discussed above from its combined financial statements and excluded the lease obligations from the commitments shown in the table above.

      The Predecessor has given notice of the exercise of its option to purchase the Kansas City, Kansas resort and proposes to tender the IRBs plus the nominal option price to effect the purchase. The local government has accepted this proposal, has authorized the transfer of title back to Predecessor, and has executed and delivered a deed and bill of sale in escrow pending consummation of the purchase by surrender of the IRBs for cancellation. At that time, the lease will terminate.

8. RETIREMENT PLAN

      Predecessor maintains a 401(k) profit sharing plan for its employees. Eligibility for participation in the plan is based on an employee meeting certain minimum age and service requirements. Participants may make voluntary, pre-tax contributions through salary deferrals to the plan. Employer matching contributions are discretionary and are based on a percentage of employee contributions. Predecessor’s contributions to the plan were $143, $166, $131 and $105 for the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002 and 2001, respectively.

9. EQUITY

General

      The Predecessor is comprised of a Subchapter S Corporation and limited liability companies. As a result, equity includes par value and retained earnings (for the Subchapter S Corporation) and members’ equity (for the limited liability companies). The entities included in the Predecessor’s combined historical financial statements conduct business under various operating agreements. These agreements govern the various classes of members, distribution preferences, payment of dividends, liquidation preferences and voting rights.

Members’ Equity of Combined Entities

      The accompanying combined financial statements include certain entities that are under common management by GLC, as described in Note 1. Members’ equity of combined entities on the combined balance sheets represents the portion of owners’ equity of those combined entities not owned by GLC.

Treasury Stock

      The Predecessor accounts for repurchases of treasury shares under the cost method. Treasury stock consisted of 29 Series A shares and 551 Series B shares at September 30, 2004, December 31, 2003 and December 31, 2002.

F-29

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

Mandatorily Redeemable Ownership Interests

      In accordance with the provisions of SFAS No. 150, the Predecessor has identified the following items as meeting the criteria of a mandatorily redeemable financial instrument:

• Class A and Class B shares of GLC. GLC is obligated to redeem in cash the A Shares and B Shares of a shareholder who dies or incurs certain triggering events (as defined in the Term Sheet of Buy and Sell Provisions for Shares in The Great Lakes Companies, Inc.). The redemption price is calculated by a formula using GLC’s net operating income and a multiple based on the type of triggering event, as described in the Term Sheet. Both the A Shares and the B shares contain restrictions on transfers and sales by the stockholders.

• Class B Units of Great Wolf Lodge of Kansas City, LLC. In accordance with provisions in the Kansas City LLC Agreement, the LLC is required to redeem in cash the Class B Units no later than the fifth anniversary date of the operating commencement date of the Kansas City resort. The redemption price is based on the greater of fair value or an internal rate of return.

      The rights of GLC’s shareholders and Great Wolf Lodge of Kansas City’s Class B unitholders to require the Predecessor to redeem these equity instruments represent embedded derivative instruments. The Predecessor has recorded these derivative instruments at their estimated fair values at each of the reporting dates in the accompanying combined balance sheets. The fair values of the derivative instruments are included in mandatorily redeemable ownership interests. For each period presented, the Predecessor has marked the underlying derivative to its estimated fair value. The change in the estimated fair value between periods is included in interest on mandatorily redeemable ownership interests in the accompanying combined statements of operations.

      The Predecessor adopted the provisions of SFAS No. 150 effective July 1, 2003. Prior to the adoption of SFAS No. 150, the Predecessor accounted for the Kansas City Class B units under the provisions of EITF Issue No. D-98. In accordance with that pronouncement, the Predecessor accounted for the Kansas City Class B units as a mandatorily redeemable security and classified the redemption amount outside of equity in the combined balance sheet. The security was initially recorded at its fair value at date of issue, using accepted valuation techniques, and the security was adjusted to its estimated redemption amount at each balance sheet date and recorded as mandatorily redeemable ownership interests. On November 7, 2003, the FASB issued FASB Staff Position No. 150-3, or FSP 150-3, indefinitely deferring the measurement provisions of SFAS 150 with respect to certain minority interests in consolidated ventures entered into prior to November 5, 2003. As a result, the Predecessor thereafter continued to account for the Kansas City security under the provisions of EITF Issue No. D-98.

      Equity interests which are subject to mandatory redemption have been reclassified from equity as follows:

Common stock	$	2
Retained earnings attributable to those shares		458
Members’ equity		7,400
Excess of redemption amount over common stock, retained earnings and members’ equity attributable to those shares/interests		3,742

      As of September 30, 2004, December 31, 2003 and December 31, 2002, the Predecessor has classified $11,602, $11,194 and $11,698, respectively, related to these mandatorily redeemable items as liabilities in the combined balance sheet. Of the $11,602 total liabilities amount at September 30, 2004, $333 is attributable to

F-30

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

the GLC mandatorily redeemable interests and $11,269 is attributable to the Kansas City mandatorily redeemable interests.

10. PROPERTIES HELD FOR SALE

      As of December 31, 2001, an office building held by one of the Predecessor’s subsidiaries was classified as held for sale. The building was sold in 2002. The gain realized upon sale was not recognized because GLC had continuing involvement in the real estate after the sale. In May 2004, GLC was released from the guarantee of the buyer’s mortgage and the sale was recognized, resulting in a gain of $548. The operating activity of this office building is included in discontinued operations in the combined statements of operations.

      As of December 31, 2002, the Predecessor had five hotels classified as held for sale. Three of these hotels were sold in 2003, resulting in a gain of $10,967, and the remaining two hotels were sold in 2004, resulting in a gain of $4,779. Operating results (and the gain or loss on disposition, if applicable) for the hotels classified as held for sale are included in income (loss) from discontinued operations in the combined statements of operations for the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002 and 2001.

      Operating activity of the held for sale properties consisted of the following:

	Nine Months
	Ended
	September 30,
	2004			Year Ended December 31,
				2003			2002			2001
Revenues	$	3,031		$	9,325		$	14,990		$	16,325
Expenses		(3,867	)		(8,666	)		(15,448	)		(15,862	)
Gain on sale		5,327			10,967			—			—
Minority interests		(2,627	)		(9,822	)		115			(719	)
Income (loss) from discontinued operations	$	1,864		$	1,804		$	(343	)	$	(256	)

      Interest on mortgage debt related to properties sold has been included in the operating results above.

11. RESTATEMENT

      Subsequent to the issuance of its combined financial statements for the year ended December 31, 2003, the Predecessor determined that it had inadvertently failed to include Historic Hollywood Hillview LLC, a majority-owned subsidiary of GLC, in its combined financial statements. Accordingly, the Predecessor has restated its

F-31

GREAT LAKES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED) AND YEARS ENDED

DECEMBER 31, 2003, 2002 AND 2001

(dollars in thousands)

financial statements as of and for the year ended December 31, 2003 to properly reflect the consolidation of this entity. A summary of the significant effects of the restatement is as follows:

	Previously
	Reported			As Restated
December 31, 2003:
Property and equipment, net	$	123,864		$	131,256
Total assets		165,988			173,494
Long-term debt		85,927			93,096
Total liabilities		135,010			142,726
Total equity		29,393			29,183
Year Ended December 31, 2003:
Loss from continuing operations	$	(6,597	)	$	(6,807	)
Net loss		(4,333	)		(4,543	)

F-32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Members and Boards of Directors

Great Bear Lodge of Wisconsin Dells, LLC and

  Great Bear Lodge of Sandusky, LLC

Madison, Wisconsin

      We have audited the accompanying combined balance sheet of Great Bear Lodge of Wisconsin Dells, LLC and Great Bear Lodge of Sandusky, LLC as of December 31, 2003 and 2002, and the related combined statements of operations, members’ equity and cash flows for each of the years in the three-year period ended December 31, 2003. These combined financial statements are the responsibility of the management of Great Bear Lodge of Wisconsin Dells, LLC and Great Bear Lodge of Sandusky, LLC. Our responsibility is to express an opinion on these combined financial statements based on our audits.

      We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of Great Bear Lodge of Wisconsin Dells, LLC and Great Bear Lodge of Sandusky, LLC as of December 31, 2003 and 2002, and the results of their combined operations and their cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

RUBIN, BROWN, GORNSTEIN & CO. LLP

St. Louis, Missouri

January 30, 2004

(Except for Note 4,
  dated May 10, 2004)

F-33

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

COMBINED BALANCE SHEETS

(in thousands)

ASSETS

					December 31,
			September 30,
			2004		2003		2002
			(Unaudited)
Current Assets
	Cash and cash equivalents		$	1,104	$	1,181	$	1,460
	Certificates of deposit			2,057		2,992		3,169
	Due from Class B Member			385		385		385
	Accounts receivable (Note 5)			317		211		232
	Inventories			710		648		558
	Prepaid expenses			422		215		186
		Total Current Assets		4,995		5,632		5,990
Property And Equipment (Notes 3 and 4)				54,011		57,136		61,287
Replacement reserve fund (Note 4)				1,764		2,387		1,053
Real estate tax escrow				91		186		261
Goodwill, net				24,457		24,457		24,456
Loan fees, net				682		567		591
			$	86,000	$	90,365	$	93,638
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
	Current maturities of long-term debt (Note 4)		$	1,729	$	2,394	$	1,711
	Accounts payable			2,393		2,728		2,278
	Gift certificates payable			486		701		739
	Accrued interest expense			262		279		277
	Accrued payroll			280		619		407
	Accrued real estate taxes			669		1,104		1,004
	Accounts payable—related party (Note 5)			—		265		379
	Advance deposits			1,613		1,796		1,650
	Note payable—related party (Note 5)			—		50		—
	Due to Class A Member			385		385		385
		Total Current Liabilities		7,817		10,321		8,830
Long-Term Debt (Note 4)				74,306		75,434		76,339
		Total Liabilities		82,123		85,755		85,169
Commitments And Contingencies (Notes 6, 9 and 10)
Members’ Equity				3,877		4,610		8,469
			$	86,000	$	90,365	$	93,638

See the accompanying notes to combined financial statements.

F-34

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

COMBINED STATEMENTS OF OPERATIONS

(in thousands)

			Nine Months Ended
			September 30,						Year Ended December 31,
			2004			2003			2003			2002			2001
			(Unaudited)			(Unaudited)
Revenues
	Rooms		$	23,702		$	23,682		$	29,172		$	28,995		$	25,650
	Food and beverage			5,274			5,169			6,602			6,342			5,102
	Other			3,965			3,997			4,944			5,090			3,886
		Total Revenues		32,941			32,848			40,718			40,427			34,638
Departmental Expenses
	Rooms			3,342			3,336			4,311			4,453			4,011
	Food and beverage			3,902			3,768			4,925			4,861			4,034
	Other			3,433			3,175			4,084			4,182			3,466
		Total Departmental Expenses		10,677			10,279			13,320			13,496			11,511
Other Operating Expenses
	Administrative and general			4,423			4,212			5,538			4,642			4,654
	Property taxes, insurance and other			3,939			3,636			4,969			4,257			3,862
	Management fees (Note 5)			534			685			1,030			1,418			1,039
	Geographic development fee (Note 6)			591			593			989			432			300
	Start up costs			—			—			—			—			1,149
	Depreciation and amortization			5,552			5,752			8,090			8,414			8,764
	Other			634			—			—			50			487
		Total Other Operating Expenses		15,673			14,878			20,616			19,213			20,255
Income From Operations				6,591			7,691			6,782			7,718			2,872
Other Income (Expense)
	Interest income			105			112			152			159			230
	Interest expense			(3,529	)		(3,614	)		(4,818	)		(5,055	)		(5,316	)
		Total Other Income (Expense)		(3,424	)		(3,502	)		(4,666	)		(4,896	)		(5,086	)
Net Income (Loss)			$	3,167		$	4,189		$	2,116		$	2,822		$	(2,214	)

See the accompanying notes to combined financial statements.

F-35

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

COMBINED STATEMENTS OF MEMBERS’ EQUITY

Nine Months Ended September 30, 2004 (Unaudited) and

Years Ended December 31, 2003, 2002 and 2001

(in thousands)

	Great Bear Lodge Of Wisconsin Dells, LLC									Great Bear Lodge Of Sandusky, LLC												Combined
				SunAmerica						GLGB			GLGB			SunAmerica
	GLGB			Housing			Total			Manager			Investor I,			Housing			Total			Total
	Manager II,			Fund 815,			Members’			I, LLC			LLC			Fund 726,			Members’			Members’
	LLC (30%)			LP (70%)			Equity			(20%)			(30%)			LP (50%)			Equity			Equity
Balance (Deficit)—January 1, 2001	$	(1,524	)	$	12,622		$	11,098		$	4		$	2		$	7		$	13		$	11,111
Net Income (Loss)		(90	)		(210	)		(300	)		—			(574	)		(1,340	)		(1,914	)		(2,214	)
Contributions		—			14			14			—			4,000			8,017			12,017			12,031
Distributions		(1,171	)		(2,731	)		(3,902	)		—			(411	)		(2,170	)		(2,581	)		(6,483	)
Balance (Deficit)—January 1, 2002		(2,785	)		9,695			6,910			4			3,017			4,514			7,535			14,445
Net Income (Loss)		(27	)		(63	)		(90	)		583			873			1,456			2,912			2,822
Contributions		—			—			—			—			—			2			2			2
Distributions		(440	)		(2,310	)		(2,750	)		(1,989	)		(1,356	)		(2,705	)		(6,050	)		(8,800	)
Balance (Deficit)—December 31, 2002		(3,252	)		7,322			4,070			(1,402	)		2,534			3,267			4,399			8,469
Net Income (Loss)		(383	)		(892	)		(1,275	)		678			1,017			1,696			3,391			2,116
Distributions		—			—			—			(2,092	)		(1,297	)		(2,586	)		(5,975	)		(5,975	)
Balance (Deficit)—December 31, 2003		(3,635	)		6,430			2,795			(2,816	)		2,254			2,377			1,815			4,610
Net Income (Loss) (unaudited)		(64	)		(148	)		(212	)		676			1,014			1,689			3,379			3,167
Distributions (unaudited)		—			—			—			(780	)		(1,170	)		(1,950	)		(3,900	)		(3,900	)
Balance (Deficit)—September 30, 2004	$	(3,699	)	$	6,282		$	2,583		$	(2,920	)	$	2,098		$	2,116		$	1,294		$	3,877

See the accompanying notes to combined financial statements.

F-36

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

COMBINED STATEMENTS OF CASH FLOWS

(in thousands)

				Nine Months Ended
				September 30,						Year Ended December 31,
				2004			2003			2003			2002			2001
				(unaudited)			(unaudited)
Cash Flows From Operating Activities
	Net income (loss)			$	3,167		$	4,189		$	2,116		$	2,822		$	(2,214	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization			5,552			5,752			8,090			8,414			8,764
		Bad debt expense			—			—			3			2			—
		Gain on asset disposal			—			—			(1	)		—			—
		Change in operating assets and liabilities:
			Accounts receivable		(106	)		86			17			61			(91	)
			Inventories		(62	)		(111	)		(90	)		(100	)		(252	)
			Prepaid expenses		(213	)		(211	)		(28	)		(63	)		5
			Accounts payable		(1,126	)		139			765			342			2,027
			Gift certificates payable		(215	)		(484	)		(38	)		17			(47	)
			Accounts payable—related party		(265	)		(380	)		(114	)		288			90
			Advance deposits		(183	)		296			146			(423	)		1,003
Net Cash Provided By Operating Activities					6,549			9,276			10,866			11,360			9,285
Cash Flows From Investing Activities
	Capital expenditures				(2,311	)		(1,806	)		(3,695	)		(4,167	)		(38,387	)
	Net withdrawals from real estate tax escrow				95			148			75			4			(266	)
	Proceeds from sale of assets				—			—			26			—			—
	Net deposits (to) from certificates of deposit				935			206			174			(1,804	)		436
	Net deposits (to) from replacement reserve fund				623			(1,428	)		(1,333	)		644			(972	)
Net Cash Provided By (Used In) Investing Activities					(658	)		(2,880	)		(4,753	)		(5,323	)		(39,189	)
Cash Flows From Financing Activities
	Proceeds from line of credit				—			—			—			314			27,685
	Principal payments on long-term debt				(1,793	)		(900	)		(1,192	)		(49,170	)		(714	)
	Proceeds (repayments) from note payable—related party				(50	)		—			50			—			—
	Proceeds from issuance of debt				—			—			969			50,547			—
	Payments for loan fees				(225	)		(87	)		(244	)		(47	)		(1,388	)
	Distributions to members				(3,900	)		(5,506	)		(5,975	)		(8,800	)		(6,483	)
	Capital contributions from members				—			—			—			1			12,031
Net Cash Provided By (Used In) Financing Activities					(5,968	)		(6,493	)		(6,392	)		(7,155	)		31,131
Net Increase (Decrease) In Cash And Cash Equivalents					(77	)		(97	)		(279	)		(1,118	)		1,227
Cash and Cash Equivalents—Beginning of Period					1,181			1,460			1,460			2,578			1,351
Cash and Cash Equivalents—End of Period				$	1,104		$	1,363		$	1,181		$	1,460		$	2,578
Supplemental Disclosure of Cash Flow Information—Interest paid				$	3,546		$	3,619		$	4,815		$	4,782		$	5,646

See the accompanying notes to combined financial statements.

F-37

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001

(Information as of September 30, 2004 And For The Nine

Months Ended September 30, 2004 and 2003 Are Unaudited)

(dollars in thousands)

1. Summary of Significant Accounting Policies

Principles of Combination

      The combined financial statements include the accounts of Great Bear Lodge of Wisconsin Dells, LLC and Great Bear Lodge of Sandusky, LLC (the Companies). The Companies have common ownership by entities related to AIG SunAmerica Housing Funds and The Great Lakes Companies, Inc. All material intercompany account balances and transactions have been eliminated in combination. The Companies’ operations are described in Note 2.

Unaudited Interim Financial Information

      The accompanying unaudited interim combined balance sheet as of September 30, 2004, the combined statements of operations and cash flows for the nine months ended September 30, 2004 and 2003 and the combined statement of members’ equity for the nine months ended September 30, 2004 are unaudited. These unaudited interim combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of the Companies’ management, the unaudited interim combined financial statements have been prepared on the same basis as the audited combined financial statements and include all adjustments necessary for the fair presentation of the Companies’ statement of financial position as of September 30, 2004, and their results of operations and their cash flows for the nine months ended September 30, 2004 and 2003. The results for the nine months ended September 30, 2004 are not necessarily indicative of the results to be expected for the year ending December 31, 2004.

Estimates and Assumptions

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

      The Companies define cash and cash equivalents as highly liquid, short-term investments with a maturity at the date of acquisition of three months or less. The Companies maintain cash accounts which, at various times, exceed the FDIC insured limits of $100 per bank.

Certificates of Deposit

      Certificates of deposit are valued at cost plus accrued interest which approximates fair value.

Accounts Receivable

      Accounts receivable are reported at the amount management expects to collect on balances outstanding at year end. Management closely monitors outstanding balances and writes off, as of year end, all balances that have not been collected by the time the financial statements are issued.

F-38

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

December 31, 2003, 2002 and 2001

(Information as of September 30, 2004 and for the Nine Months

Ended September 30, 2004 and 2003 are unaudited)

(dollars in thousands)

Advertising

      The Companies expense non-specific and daily advertising costs to operations when incurred. Advertising expense was $2,076, $1,531 and $1,610 for the years ended December 31, 2003, 2002 and 2001, respectively, and is included in general and administrative expenses in the accompanying combined statement of operations. Expenditures incurred related to advertising in travel guides over a specific period of time are capitalized, and amortized over the life of the travel guide. Expenditures related to travel guide advertising were capitalized in the amount of $57 at December 31, 2003, and are included in prepaid expenses.

Inventories

      Inventories consist primarily of food, beverage, arcade and gift shop merchandise and are valued at lower of cost, using the first-in, first-out (FIFO) method, or market.

Property and Equipment

      Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Major expenditures for property and equipment are capitalized. Maintenance, repairs and minor renewals are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are included in income.

Buildings and improvements	40 years
Land improvements	15 years
Fixtures and equipment	3—7 years

      Interest on borrowings directly related to construction in process balances are capitalized during the construction period. Interest capitalized totaled $0, $0 and $476 for 2003, 2002 and 2001, respectively.

Goodwill

      Great Bear Lodge of Wisconsin Dells, LLC has allocated $28,586 of the original purchase price of the resort to goodwill.

      Goodwill was being amortized using the straight-line method over 15 years through December 31, 2001. Accumulated amortization at December 31, 2003 and 2002 was $4,129. Amortization of goodwill charged against income amounted to $1,906 for the year ended December 31, 2001.

      Effective for years beginning January 1, 2002, Financial Accounting Standards Board (FASB) Statement No. 142 states that goodwill shall not be amortized. Instead, goodwill is tested for impairment, and adjusted if applicable. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. If fair value exceeds the carrying cost, there is no impairment. FASB 142 does not change the tax method reporting for goodwill amortization.

F-39

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

December 31, 2003, 2002 and 2001

(Information as of September 30, 2004 and for the Nine Months

Ended September 30, 2004 and 2003 are unaudited)

(dollars in thousands)

      Combined net loss for the year ended December 31, 2001 adjusted to exclude amortization expense is as follows:

Combined net loss	$	(2,214	)
Goodwill amortization		1,906
Adjusted net loss	$	(308	)

      At December 31, 2003, fair value exceeds the carrying cost and therefore no impairment has been recognized.

Loan Fees

      At December 31, 2003, loan fees of $1,680 have been capitalized and are being amortized on a straight-line basis over the terms of the loans. Accumulated amortization was $1,113 and $844 at December 31, 2003 and 2002, respectively. Amortization of loan fees charged against income amounted to $268, $1,280 and $518 for the years ended December 31, 2003, 2002 and 2001, respectively.

Intangible and Long-Lived Assets

      The Companies review the recoverability of intangible (other than goodwill) and long-lived assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the expected future cash flows from the use of such assets (undiscounted and without interest charges) are less than the carrying value, the Companies’ policies are to record a write-down, which is determined based on the difference between the carrying value of the asset and the estimated fair value. At December 31, 2003, 2002 and 2001, no provision for impairment was considered necessary.

Revenue Recognition

      The Companies recognize revenue from their resorts as earned on the close of business each day.

Advance Deposits

      Advance deposits are deposits made by the customers when reservations are made. The Companies’ policies are to charge a cancellation fee if reservations are canceled prior to 72 hours before the reserved date, with the remainder of the advance deposit refunded. Cancellations within 72 hours of the reserved date result in no refund of the advance deposit. The Companies invest cash received from advance deposits in interest bearing certificates of deposit. There are no specific requirements on investment of advance deposits.

Fair Value of Financial Instruments

      The carrying amounts of cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of those instruments. At December 31, 2003 and 2002, the Companies estimate that the fair value of its long-term debt is not materially different from its financial statement carrying value because either the stated interest rates fluctuate with current market rates or the interest rates approximate the current rates at which the Companies could borrow funds.

F-40

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

December 31, 2003, 2002 and 2001

(Information as of September 30, 2004 and for the Nine Months

Ended September 30, 2004 and 2003 are unaudited)

(dollars in thousands)

Income Taxes

      The Companies are organized as separate limited liability companies. They are not taxpaying entities for federal or state income tax purposes and thus no provision for income taxes has been recorded in these combined financial statements. The Companies’ income, losses and credits are included in the income tax returns of their members.

Operating Agreements

      Certain defined terms contained in the Operating Agreements are denoted with initial capital letters throughout the combined financial statements.

2. Operations

      Great Bear Lodge of Wisconsin Dells, LLC (the Dells) was formed between SunAmerica Housing Fund 815, LP, a Nevada Limited Partnership (Class A Member) and GLGB Manager II, LLC, a Delaware Limited Liability Company (Class B Member), on October 7, 1999 in the state of Delaware. The Company was established to purchase and operate a resort hotel, the Great Wolf Lodge in Wisconsin Dells, Wisconsin. The resort offers an indoor and outdoor waterpark, redemption arcade, themed restaurant, gift shop and fitness facility.

      Great Bear Lodge of Sandusky, LLC (Sandusky) was formed between SunAmerica Housing Fund 726 LP, a Nevada Limited Partnership (Class A Member), GLGB Investor I, LLC, a Delaware Limited Liability Company (Class B Member) and GLGB Manager I, LLC, a Delaware Limited Liability Company (Class C Member) on May 20, 1999 in the state of Delaware. The company was established to construct and operate a resort hotel, the Great Bear Lodge in Sandusky, Ohio. The resort, which opened March 2001, offers an indoor and outdoor waterpark, redemption arcade, themed restaurants, gift shops and a fitness facility.

3. Property And Equipment

      Property and equipment consist of:

	December 31,
	2003		2002
Land and improvements	$	9,048	$	8,952
Buildings and improvements		32,065		31,411
Fixtures and equipment		41,178		36,267
Construction in progress		3		1,994
		82,294		78,624
Less: Accumulated depreciation		25,158		17,337
	$	57,136	$	61,287

      Depreciation charged against income amounted to $7,821, $7,134 and $6,340 for the years ended December 31, 2003, 2002 and 2001, respectively.

F-41

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

December 31, 2003, 2002 and 2001

(Information as of September 30, 2004 and for the Nine Months

Ended September 30, 2004 and 2003 are unaudited)

(dollars in thousands)

4. Long-Term Debt

      Long-term debt consists of:

		December 31,
		2003		2002
Dells
	Note payable to a bank, payable in monthly installments of $376 including interest at the two-year Treasury note index rate plus 1.675% based on a twenty-five year amortization. The interest rate was adjusted on November 10, 2002 and will be adjusted once every 24 months thereafter. During the term of the loan, the rate can not be less that 7% per year and can not be greater that 8.375% per year. The effective rate was 7% at December 31, 2003. The note is collateralized by the property, security interest of the membership interest, and a security interest in the replacement reserve account. The balance on the balloon note is due October 10, 2006	$	50,931	$	49,961
	Note payable to Alliant Energy, payable in monthly installments of $2 including interest at 3%. The note is collateralized by equipment and is due in December 2007		64		89
Sandusky
	Notes payable to US Bank and Bank One (amount available of $14,000,000 each), payable in monthly installments of interest only for the first twenty-four months and in equal monthly payments of principal and interest based on a twenty-year amortization with principal and unpaid interest due on March 1, 2004. The Company has a one-year option to extend the maturity date. Interest is charged at the LIBOR rate plus 3% during the first twenty-four months and adjusted to a fixed rate of 4.65% for the subsequent twelve months. The note is secured by the property, unconditional guarantees of individual investors, guarantee of corporate guarantor (up to $6,000,000) and the Company’s replacement reserve, real estate tax escrow and operating cash accounts		26,833		28,000
			77,828		78,050
Less: Current maturities			2,394		1,711
		$	75,434	$	76,339

      Future principal payments on long-term debt are as follows:

Year	Amount
2004	$	2,394
2005		2,467
2006		50,325
2007		22,642
	$	77,828

F-42

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

December 31, 2003, 2002 and 2001

(Information as of September 30, 2004 and for the Nine Months

Ended September 30, 2004 and 2003 are unaudited)

(dollars in thousands)

      Interest expense charged against operations amounted to $4,818, $5,055 and $5,316 for the years ended December 31, 2003, 2002 and 2001, respectively.

      In connection with the loan agreements, the Companies must maintain replacement reserve funds. The agreements require monthly deposits of 4% of gross operating revenues for the Dells and monthly amounts not below $42 for Sandusky to fund capital improvements and replacements. The replacement reserve funds are pledged as collateral for the notes payable. The Dells’ December 2003 replacement reserve deposit was not funded timely in accordance with the loan agreement. The bank waived this violation in a letter dated May 10, 2004.

      In addition, Sandusky’s Operating Agreement provides for a monthly deposit of 4% of gross operating revenues to fund capital improvements and replacements. This amount was under funded by approximately $364 at December 31, 2003, but was approved by the Class A Member as required by the Operating Agreement.

      During 2003, Sandusky entered into an agreement with the bank to extend the note payable for an additional 36 months. The interest rate will be reduced to the LIBOR rate plus 2.75%. All other terms and conditions of the current note will remain unchanged.

5. Related Party Transactions

Dells

      The Dells resort and facility is managed by The Great Lakes Companies, Inc., a company affiliated through common ownership with GLGB Manager II, LLC, the Class B Member. The management agreement requires a fee of 3% of the Company’s adjusted gross revenue for each fiscal year. Management fees of $155, $589 and $604 were expensed for the years ended December 31, 2003, 2002 and 2001, respectively. Management fees of $221 were unpaid as of December 31, 2002 and are included in accounts payable—related party (see Note 8 regarding management fees during 2003).

      The management agreement also provides for a central office services fee in an amount allocated among sharing hotels. Central office service fees amounted to $37 for the years ended December 31, 2003, 2002 and 2001. Central office fees of $3 and $6 were unpaid as of December 31, 2003 and 2002, respectively, and are included in accounts payable—related party.

      During 2003 and a portion of 2002, an affiliate of The Great Lakes Companies, Inc. received a central reservation fee of 1-1/2% of gross room revenues. Reservation fees of $203 and $10 were expensed for the years ended December 31, 2003 and 2002, respectively. No reservation fees were incurred during 2001.

      The Operating Agreement (the Agreement) provides an annual property asset management fee of $10 per year to SunAmerica Affordable Housing Partners, Inc., an affiliate of the Class A Member. Asset management fees of $2 and $10 were unpaid as of December 31, 2003 and 2002, respectively, and are included in accounts payable—related party.

      Amounts due from The Great Lakes Companies, Inc., and affiliated entities amounted to $21 and $45 and are included in accounts receivable at December 31, 2003 and 2002, respectively.

F-43

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

December 31, 2003, 2002 and 2001

(Information as of September 30, 2004 and for the Nine Months

Ended September 30, 2004 and 2003 are unaudited)

(dollars in thousands)

Sandusky

      The Sandusky resort and facility is managed by The Great Lakes Companies, Inc., a company affiliated through common ownership with GLGB Manager I, LLC, the Class C Member. The management agreement requires a fee of 3% of the Company’s adjusted gross revenue for each fiscal year. Management fees of $656, $621 and $435 and were expensed for the years ended December 31, 2003, 2002 and 2001, respectively. Management fees of $153 and $83 were unpaid as of December 31, 2003 and 2002, respectively, and are included in accounts payable—related party. In addition, beginning in 2002, the management agreement requires a subordinated management fee of 1% of the Company’s adjusted gross revenue for each full fiscal year. Subordinated management fees of $219 and $207 were expensed for the years ended December 31, 2003 and 2002, respectively. No subordinated management fees were incurred during 2001. The management agreement also provides for a central office services fee in an amount allocated among sharing hotels. Central office service fees amounted to $33 for the years ended December 31, 2003 and 2002, and $27 for the year ended December 31, 2001. Central office fees of $3 were unpaid as of December 31, 2003 and 2002 and are included in accounts payable—related party.

      Beginning in 2002, an affiliate of The Great Lakes Companies, Inc. received a central reservation fee of 2% of gross room revenues. Reservation fees of $233 and $22 were expensed for the years ended December 31, 2003 and 2002, respectively. Central reservation fees of $51 and $14 were unpaid as of December 31, 2003 and 2002, respectively. No reservation fees were incurred during 2001.

      The Operating Agreement (the Agreement) provides an annual property asset management fee of $10 per year to SunAmerica Affordable Housing Partners, Inc., an affiliate of the Class A Member. Asset management fees of $10 were unpaid as of December 31, 2002, and are included in accounts payable—related party.

      As noted above, accounts payable—related party includes management fees, central office service fees, asset management fees and miscellaneous expenses totaling $257 and $98 as of December 31, 2003 and 2002, respectively.

      During 2001, Sandusky incurred a development/construction management fee of $1,317 payable to The Great Lakes Companies, Inc. for services rendered to the Company for overseeing the construction and development of the hotel.

      During the year ended December 31, 2003, The Great Lakes Companies, Inc. funded amounts to Sandusky for operating expenses. As stated in the management agreement, The Great Lakes Companies, Inc. was not required to make such a payment and the amounts are due on demand. The unpaid balance as of December 31, 2003 was $50. The balance was repaid in January 2004, including interest of $4.

6. Geographic Development Fee

      Sandusky entered into a Geographic Development Agreement which provides for Tall Pines Development Corporation (Tall Pines) to be paid the following development fees for ten years ending March 2011: (1) Base Development Fee which represents a fee of 2% of the Company’s adjusted gross revenue for each fiscal year (2) Tier One Incentive Development Fee and/or (3) Tier Two Incentive Development Fee.

      Tier One Incentive Development Fee is an amount equal to 1% of revenues if the following conditions are met: (1) Revenue per available room is greater than $100 and (2) Gross Operating Profit is greater than 45%

F-44

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

December 31, 2003, 2002 and 2001

(Information as of September 30, 2004 and for the Nine Months

Ended September 30, 2004 and 2003 are unaudited)

(dollars in thousands)

and (3) Sandusky earns a minimum cash-on-cash return on equity of 10%. If only the third criteria is met for the fiscal year, Tall Pines shall be entitled to payment of  1/2 of the Tier One Incentive Development Fee.

      Tier Two Incentive Development Fee is an amount equal to 1% of Revenue over and above the Base Development Fee and Tier One Incentive Development Fee. The following are the conditions: (1) Revenue per available room is greater than $125 and (2) Gross Operating Profit is greater than 45% and (3) the Company earns a minimum cash-on-cash return on equity of 10%.

      The Base Development Fee, which is required to be paid on a monthly basis, of $365, $346, and $240 was expensed for the years ended December 31, 2003, 2002 and 2001, respectively. The base development fee of $47 and $24 was unpaid as of December 31, 2003 and 2002, respectively, and is included in accrued expenses.

      For the years ended December 31, 2003 and 2002, only the third criteria of the Tier One Incentive Development Fee was met, which entitles Tall Pines to .5% of adjusted revenues. In addition, for the years ended December 31, 2003, 2002 and 2001, the criteria for the Tier Two Incentive Development Fee were not met. However, in 2003, an agreement was made with Tall Pines Development to waive the criteria described above as the nature of the agreement was not being upheld. Therefore, the fee associated with Tier One and Two were paid for 2003, amounting to $365. Additional expenses of $260 were paid in 2003 which related to additional 2002 expenses.

7. Profit Sharing Plan

      The Companies maintain a 401(k) profit sharing plan covering all eligible employees. Employees become eligible after completing one year of service with at least 1,000 hours. Company contributions are discretionary. Currently, the Companies match 50% of the first 4% of each eligible employee’s contributions. The plan is sponsored by The Great Lakes Companies, covering multiple entities. The Companies combined contributions to the plan amounted to $71, $34 and $30 in 2003, 2002 and 2001, respectively.

8. Allocation of Profits, Losses and Cash Distributions

Dells

      As defined in Dells’ Operating Agreement, net profits and losses are generally allocated 70% to SunAmerica Housing Fund 815, LP and 30% to GLGB Manager II, LLC, except that the Agreement specifies allocation limitations and special allocations in certain situations, including, “Capital Transactions.” The Agreement defines Capital Transactions as sale, refinance, exchange, transfer, assignment, or other disposition of all or any portion of the Dells resort.

      The agreement also provides for priority distributions from Net Cash Flow, as defined in the Agreement, to be distributed in the following priority:

1. First priority is a “Class A Senior Priority Return,” of 14% on its original capital contribution of $16,500 which calls for a cumulative return of $577 per calendar quarter to the Class A Member, payable 45 days after the end of the calendar quarter. Distributions under the Class A Senior Priority Requirements of $2,310 were made to the Class A Member during the year ended December 31, 2002. At December 31, 2003 and 2002, $385 is due to the Class A Member (see note below regarding 2003 distributions and management fees).

F-45

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

December 31, 2003, 2002 and 2001

(Information as of September 30, 2004 and for the Nine Months

Ended September 30, 2004 and 2003 are unaudited)

(dollars in thousands)

2.	Second priority is payment of 12% interest per annum, or any optional capital contributions (OCC) to the Class A Member to fund operating deficits or other reasonable and necessary obligations of the Company.
3.	Third priority is repayment of “Class A Net OCC.”
4.	Fourth priority is payment of “Class B OCC Priority Return” at 12% interest per annum.
5.	Fifth priority is payment of “Class B Net OCC.”
6.	Sixth priority is distribution to the Class B Member equal to the “Catch-Up Amount,” which is defined as “Catch-Up Percentage,” Class B Percentage divided by Class A Percentage, multiplied by Class A Senior Priority Return for the calendar quarter preceding the “Payment Date,” as defined in the Agreement. Distributions under the sixth priority distribution requirements of $440 and $990 were made to the Class B Member for the year ended December 31, 2002 and 2001, respectively.
7.	Seventh priority is distributions to the Class A Member until the Class A Net Mandatory Capital Contribution has been reduced to zero, in the ratio of Class A Percentage to the Class A Member, either as repayment of the “Equity Bridge Loans,” as defined, or in reduction of its Class A Net Mandatory Capital Contribution, or both, and the Class B Percentage to the Class B Member as distribution.
8.	Thereafter, as a distribution in the ratio of the Class A percentage to the Class A Member and the Class B percentage to the Class B Member. No distributions were required under this category during 2003 or 2002. Distributions made to members amounted to $603 during 2001.

      The Agreement provides for revisions to the above mentioned priorities upon the contribution of any additional capital by either the Class A or Class B Members.

      During 2003, the Class A and Class B Members agreed in principle to limit “Class A Senior Priority Return” payments and the Class B Member’s management fees to support the Company’s current cash flow needs. The “Class A Senior Priority Return” will continue to be paid in the future as cash flow improves. The Class B Member’s management fees (3% of revenues) from April 2003 to December 2003 will not be funded and have been “waived” by the Class B Member. Management fees from April 2003 through December 2003 have not been accrued as of December 31, 2003.

Sandusky

      As defined in Sandusky’s Operating Agreement, net profits and losses are generally allocated 50% to SunAmerica Housing Fund 726, LP, 30% to GLGB Investor I, LLC, and 20% to GLGB Manager I, LLC, except that the Agreement specifies allocation limitations and special allocations in certain situations, including, “Capital Transactions.” The Agreement defines Capital Transactions as sale, refinance, exchange, transfer, assignment, or other disposition of all or any portion of the Sandusky resort.

F-46

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

December 31, 2003, 2002 and 2001

(Information as of September 30, 2004 and for the Nine Months

Ended September 30, 2004 and 2003 are unaudited)

(dollars in thousands)

      The agreement also provides for priority distributions from Net Cash Flow, as defined in the Agreement, to be distributed in the following priority:

1.	First priority is a “Class A Senior Priority Return,” of 12% on its original capital contribution of $8,000. Distributions under the Class A Senior Priority Requirements of $503, $692 and $2,031 were made to the Class A Member during the years ended December 31, 2003, 2002 and 2001, respectively.
2.	Second priority is repayment of 12% interest per annum to the Class A Member for “Loan Returns.”
3.	Third priority is repayment of “Class A Net Term Loan Capital Contribution.”
4.	Fourth priority is payment of “Class C Net OCC Priority Return” at 12% interest per annum.
5.	Fifth priority is repayment of “Class A Net OCC.”
6.	Sixth priority is a “Class B Senior Priority Return,” of 12% on its original capital contribution of $4,000. Distributions under the Class B Senior Priority Requirement of $256, $351 and $384 were made to the Class B Member during the year ended December 31, 2003, 2002 and 2001, respectively.
7.	Seventh priority is payment of accrued “Class C Term Loan Priority Return.”
8.	Eighth priority is repayment of “Class C Net Term Loan Capital Contribution.”
9.	Ninth priority is payment of accrued “Class C Net OCC Priority Return.”

10.	Tenth priority is repayment “Class C Net OCC.”
11.	Eleventh priority is payment of “Class A Net Development Capital Contribution” until reduced to the Target Amount. Distributions after the Target Amount was reached were $2,087 and $2,003 to the Class A Member, $1,043 and $1,001 to the Class B Member and $2,087 and $2,003 to the Class C Member for the years ended December 31, 2003 and 2002, respectively. No amounts were paid relating to this priority during 2001.
12.	Twelfth priority is repayment of “Class A Net Development Capital Contribution.”
13.	Thereafter, as a distribution in the ratio of the Class A percentage to the Class A Member, the Class B percentage to the Class B Member and the Class C percentage to the Class C Member.

      The Agreement provides for revisions to the above mentioned priorities upon the contribution of any additional capital by any of the members.

9. Commitment

      During 2003, the Dells obtained a loan commitment with a lender in an amount not to exceed the lessor of $21,000 or 75% of the appraised value of the pending condominium development and water park expansion project adjacent to the existing “Dells” facility to fund the construction of condominiums. In connection with the loan commitment, the Company paid approximately $158 to the lender, which has been capitalized as of December 31, 2003 and will be amortized over the term of the two year agreement. The commitment is for 24 months, bears interest at either an annual fixed rate of 7.25% or a variable annual rate of prime plus 1.625% (not to be below 6.75% per year) and is secured by a first deed of trust on the condominium development, assignment of all condominium rents, construction commitment deposits and personal guarantees of certain

F-47

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

December 31, 2003, 2002 and 2001

(Information as of September 30, 2004 and for the Nine Months

Ended September 30, 2004 and 2003 are unaudited)

(dollars in thousands)

officers of The Great Lakes Companies, Inc. As of December 31, 2003, no amounts have been borrowed against this commitment.

10. Legal Matters

      A vendor of the Dells has filed suit for alleged premature termination of a supply and service contract with the Dells. The vendor is seeking liquidated damages of approximately $600 for breach of the contract. The Dells has filed a counterclaim and intends to vigorously contest the pending claim by the vendor. Although management believes that the lawsuit is without merit and that the ultimate liability, if any, with respect to this issue will not materially affect the financial position, results of operations, or the liquidity of the Company, the ultimate outcome of the litigation is uncertain. If an unfavorable outcome were to occur, the impact could be material to the Dells. As of September 30, 2004, the Dells has accrued and charged against operations a final settlement, which was funded in October 2004. The settlement was substantially less than the vendor’s original claim.

      Except for the item note above, during the normal course of business, the Dells and Sandusky are involved in various legal matters which, in the opinion of management, are not expected to have a material effect on either the financial position or the operating results of the Dells and Sandusky.

F-48

14,000,000 Shares

Common Stock

P R O S P E C T U S

                    , 2004

Sole Book-Runner

Citigroup

A.G. Edwards

Raymond James

Calyon Securities (USA) Inc.

SG Corporate & Investment Banking

ThinkEquity Partners LLC

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.     OTHER EXPENSES OF ISSUANCE AND REGISTRATION

      The following sets forth the various expenses and costs (other than underwriting discounts and commissions) expected to be incurred in connection with the sale and distribution of the securities being registered. All of the amounts shown are estimated except for the registration fee of the Securities and Exchange Commission and the filing fee of the National Association of Securities Dealers, Inc.:

		Amount to be
		paid by the
Description		Company
SEC Registration Fee		$	34,678
NASD Filing Fee			27,871
Blue Sky Fees and Expenses			7,500
Printing Expenses			400,000
Legal Fees and Expenses			850,000
Accounting Fees and Expenses			700,000
Transfer Agent and Registrar Fees and Expenses			15,000
Miscellaneous			64,951
	Total	$	2,100,000

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s Certificate of Incorporation contains a provision that eliminates the personal liability of the Registrant’s directors for monetary damages for any breach of fiduciary duty as a director. Such provision, however, does not eliminate a director’s liability (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 174 of the Delaware General Corporation Law (in respect of certain unlawful dividend payments or stock purchases or redemptions); or (iv) for a transaction from which the director derived an improper personal benefit.

      As permitted by Section 145 of the Delaware General Corporation Law, the Registrant’s Amended and Restated Certificate of Incorporation, which will become effective upon completion of the offering, provides that it shall indemnify any and all persons whom it has the power to indemnify under Delaware law from and against any and all of the expenses, liabilities or other matters referred to in or covered by Section 145 of the Delaware General Business Corporation Law, and the indemnification provided for in the Amended and Restated Certificate of Incorporation shall not be deemed to be exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

      Further, the Registrant’s Amended and Restated Bylaws, which will become effective upon completion of this offering, provide that it shall indemnify its officers and directors to the fullest extent permitted by the Delaware General Corporation Law upon a determination by a majority of the Board of Directors, by independent legal counsel in a written opinion or by the stockholders that the person seeking indemnification has acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and had no reasonable cause to believe such person’s conduct was unlawful. Any expense incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Registrant in advance of the final disposition of such action, suit or proceeding

II-1

upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Registrant.

      The Registrant may, to the extent authorized by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Registrant similar to those conferred to directors and officers of the Registrant as described above.

      The Registrant has entered into indemnification agreements with each of its current officers and directors, and will enter into similar agreements with each of the proposed directors, to give such officers and directors additional contractual assurances regarding the scope of their indemnification. The indemnification agreements provide indemnification to the fullest extent permitted under Delaware law and provide for the advancement of expenses incurred by a director or officer in connection with the investigation, defense, settlement or appeal of any action or investigation.

      The Registrant has insurance policies providing for indemnification of officers and directors against liabilities and expenses incurred by any of them in certain proceedings and under certain conditions, such as in the absence of fraud.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors and officers of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

      In connection with our formation transactions, which shall become effective simultaneously with the completion of this offering, we will issue common stock to certain holders of securities, who, among other things, have certified to us as to their status as “accredited investors,” in each of the Property and Sponsor LLCs, as well as to each holder of securities in Sandusky Investor LLC and Great Lakes, in an offering exempt from registration under the Securities Act pursuant to Section 4(2) and Rule 506 of Regulation D. In total, we will issue an aggregate of 13,901,947 shares of our common stock to such investors. In exchange, we will receive all or a portion of each such investor’s interest in the applicable Property LLC, Sponsor LLC or Sandusky Investor LLC and such entities will become wholly owned subsidiaries of our company.

      Also in connection with our formation transactions, we will issue (1) 64,038 shares of our common stock to the holder of a tenant in common interest in our Poconos resort and (2) 67,516 shares of our common stock to the holder of a tenant in common interest in our Williamsburg resort. These shares will be issued in offerings exempt from registration under the Securities Act pursuant to Section 4(2) and Rule 506 of Regulation D.

      In addition, we issued 100 shares of common stock, par value $0.01 per share, to Great Lakes upon our formation on May 10, 2004. We received an aggregate of $1,000 in cash in exchange for these shares. We will redeem these shares in connection with the formation transactions. This issuance was exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act.

      The issuances described above will be exempt from registration under the Securities Act, pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Each investor receiving shares in the formation transactions will be an accredited investor, with knowledge and experience in financial and business matters sufficient for evaluating the associated merits and risks, has represented its intention to acquire the securities for investment purposes only and not with a view towards distribution and received or had access to adequate information about the Registrant. Each investor receiving shares in the formation transactions is irrevocably committed to take such shares, subject only to conditions that are beyond the investor’s control, such as the closing of this offering. Appropriate legends will be affixed to the stock certificates in these transactions and there was and will be no general solicitation or advertising.

II-2

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENTS

      (a) The following are exhibits to this registration statement:

Exhibit
Number				Description of Exhibits
	1	.1	—	Form of Underwriting Agreement
	2	.1	—	Form of Merger Agreement to be utilized in the formation transactions (Delaware)**
	2	.2	—	Form of Merger Agreement to be utilized in the formation transactions (Wisconsin)**
	3	.1	—	Form of Amended and Restated Certificate of Incorporation of the Company**
	3	.2	—	Form of Amended and Restated Bylaws of the Company**
	4	.1	—	Form of Registrant’s Common Stock Certificate.**
	5	.1	—	Opinion of King & Spalding LLP regarding the validity of the securities being registered**
	10	.1	—	License Agreement, dated January 30, 2004, by and between The Great Lakes Companies, Inc. and Jim Pattison Entertainment Ltd.**
	10	.2	—	Development Agreement, dated as of July 30, 2003, among the City of Sheboygan, Wisconsin, the Redevelopment Authority of the City of Sheboygan, Wisconsin, The Great Lakes Companies, Inc., Blue Harbor Resort Sheboygan, LLC, and Blue Harbor Resort Condominium, LLC**
	10	.3	—	First Amendment to the Development Agreement, dated June 25, 2004, by and among the City of Sheboygan, Wisconsin, the Redevelopment Authority of the City of Sheboygan, Wisconsin, The Great Lakes Companies, Inc., Blue Harbor Resort Sheboygan, LLC, and Blue Harbor Resorts Condominium, LLC**
	10	.4	—	Tall Pines Exclusive License and Royalty Agreement, dated July 25, 2004, between Tall Pines Development Corporation and The Great Lakes Companies, Inc. (confidential treatment has been requested for portions of this exhibit. These portions have been omitted from the Registration Statement and submitted separately to the Securities and Exchange Commission.)
	10	.5	—	Form of Employment Agreement**
	10	.6	—	Form of Noncompete Agreement**
	10	.7	—	Form of Officers and Directors Indemnification Agreement**
	10	.8	—	Form of Indemnity Agreement between Great Wolf Resorts, Inc. and the principal stockholders of The Great Lakes Companies, Inc.**
	10	.9	—	Form of Great Wolf Resorts, Inc. Employee Stock Purchase Plan**
	10	.10	—	Form of Great Wolf Resorts, Inc. 2004 Incentive Stock Plan
	10	.11	—	Form of Great Wolf Resorts, Inc. Deferred Compensation Plan**
	10	.12	—	Form of Transition Services Agreement, between Great Wolf Resorts, Inc. and Great Lakes Housing Partners, LLC**
	10	.13	—	Form of Transition Services Agreement, to be entered into between Great Wolf Resorts, Inc. and Great Lakes Hospitality Partners, LLC**
	10	.14	—	Form of Registration Rights Agreement by and among Great Wolf Resorts, Inc. and the persons named therein**
	21	.1	—	List of Subsidiaries**
	23	.1	—	Consent of King & Spalding LLP (included as part of Exhibit 5.1)**
	23	.2	—	Consent of Deloitte & Touche LLP
	23	.3	—	Consent of Rubin, Brown, Gornstein & Co. LLP
	23	.4	—	Consent of Elan Blutinger**

II-3

Exhibit
Number				Description of Exhibits
	23	.5	—	Consent of Randy Churchey**
	23	.6	—	Consent of Michael M. Knetter**
	23	.7	—	Consent of Alissa N. Nolan**
	23	.8	—	Consent of Howard Silver**
	24	.1	—	Power of Attorney**

**  Previously filed.

ITEM 17.  UNDERTAKINGS

      The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

      The undersigned registrant hereby undertakes that:

      (1) For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this registration statement as of the time it was declared effective.

      (2) For the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the company has duly caused this Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of Wisconsin, on November 26, 2004.

GREAT WOLF RESORTS, INC.

By:  /s/ J. MICHAEL SCHROEDER

J. Michael Schroeder

General Counsel and Corporate Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on this 26^th day of November, 2004 in the capacities indicated.

* Bruce D. Neviaser		Chairman of the Board
* Marc B. Vaccaro		Director
* John Emery		Chief Executive Officer and Director (Principal Executive Officer)
* Craig A. Stark		President and Director
* James A. Calder		Chief Financial Officer (Principal Financial and Accounting Officer)
*By:	/s/ J. MICHAEL SCHROEDER J. Michael Schroeder Attorney-in-fact

II-5

Exhibit Index

Exhibit
Number				Description of Exhibits
	1	.1	—	Form of Underwriting Agreement
	2	.1	—	Form of Merger Agreement to be utilized in the formation transactions (Delaware)**
	2	.2	—	Form of Merger Agreement to be utilized in the formation transactions (Wisconsin)**
	3	.1	—	Form of Amended and Restated Certificate of Incorporation of the Company**
	3	.2	—	Form of Amended and Restated Bylaws of the Company**
	4	.1	—	Form of Registrant’s Common Stock Certificate**
	5	.1	—	Opinion of King & Spalding LLP regarding the validity of the securities being registered**
	10	.1	—	License Agreement, dated January 30, 2004, by and between The Great Lakes Companies, Inc. and Jim Pattison Entertainment Ltd.**
	10	.2	—	Development Agreement, dated as of July 30, 2003, among the City of Sheboygan, Wisconsin, the Redevelopment Authority of the City of Sheboygan, Wisconsin, The Great Lakes Companies, Inc., Blue Harbor Resort Sheboygan, LLC, and Blue Harbor Resort Condominium, LLC**
	10	.3	—	First Amendment to the Development Agreement, dated June 25, 2004, by and among the City of Sheboygan, Wisconsin, the Redevelopment Authority of the City of Sheboygan, Wisconsin, The Great Lakes Companies, Inc., Blue Harbor Resort Sheboygan, LLC, and Blue Harbor Resorts Condominium, LLC**
	10	.4	—	Tall Pines Exclusive License and Royalty Agreement, dated July 25, 2004, between Tall Pines Development Corporation and The Great Lakes Companies, Inc. (Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from the Registration Statement and submitted separately to the Securities and Exchange Commission.)
	10	.5	—	Form of Employment Agreement**
	10	.6	—	Form of Noncompete Agreement**
	10	.7	—	Form of Officers and Directors Indemnification Agreement**
	10	.8	—	Form of Indemnity Agreement between Great Wolf Resorts, Inc. and the principal stockholders of The Great Lakes Companies, Inc.**
	10	.9	—	Form of Great Wolf Resorts, Inc. Employee Stock Purchase Plan**
	10	.10	—	Form of Great Wolf Resorts, Inc. 2004 Incentive Stock Plan
	10	.11	—	Form of Great Wolf Resorts, Inc. Deferred Compensation Plan**
	10	.12	—	Form of Transition Services Agreement, between Great Wolf Resorts, Inc. and Great Lakes Housing Partners, LLC**
	10	.13	—	Form of Transition Services Agreement, to be entered into between Great Wolf Resorts, Inc. and Great Lakes Hospitality Partners, LLC**
	10	.14	—	Form of Registration Rights Agreement by and among Great Wolf Resorts, Inc. and the persons named therein**
	21	.1	—	List of Subsidiaries**
	23	.1	—	Consent of King & Spalding LLP (included as part of Exhibit 5.1)**
	23	.2	—	Consent of Deloitte & Touche LLP
	23	.3	—	Consent of Rubin, Brown, Gornstein & Co. LLP
	23	.4	—	Consent of Elan Blutinger**
	23	.5	—	Consent of Randy Churchey**

II-6

Exhibit
Number				Description of Exhibits
	23	.6	—	Consent of Michael M. Knetter**
	23	.7	—	Consent of Alissa N. Nolan**
	23	.8	—	Consent of Howard Silver**
	24	.1	—	Power of Attorney**

**  Previously filed.

II-7 EX-1.1 2 g90285a3exv1w1.txt EX-1.1 FORM OF UNDERWRITING AGREEMENT EXHIBIT 1.1 Great Wolf Resorts, Inc. 14,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York __________ , 2004 Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Great Wolf Resorts, Inc., a corporation organized under the laws of Delaware (the "Company"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative, 14,000,000 shares of common stock, $0.01 par value (the "Common Stock") of the Company (said shares to be issued and sold by the Company being hereinafter called the "Underwritten Securities"). The Company also proposes to grant to the Underwriters an option to purchase up to 2,100,000 additional shares of Common Stock to cover over-allotments (the "Option Securities"; the Option Securities, together with the Underwritten Securities, being hereinafter called the "Securities"). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain terms used herein are defined in Section 17 hereof. As part of the offering contemplated by this Agreement, the Underwriters have agreed to reserve out of the Securities set forth opposite their names on Schedule I to this Agreement, up to 700,000 shares, for sale by Citigroup Global Markets Inc. to the Company's officers, directors, employees and other related persons (collectively, "Participants"), as set forth in the Prospectus under the heading "Underwriting" (the "Directed Share Program"). The Securities to be sold pursuant to the Directed Share Program (the "Directed Shares") will be sold by Citigroup Global Markets Inc. pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by any Participant by 8:00 A.M. New York City time on the business day following the date on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. At or prior to the Closing Date (as hereinafter defined), the Company and The Great Lakes Companies, Inc., a Wisconsin corporation ("Great Lakes"), the sole shareholder of the Company as of the date hereof, will complete a series of transactions described in the Prospectus (as hereinafter defined) under the heading "Structure and Formation of Our Company" (collectively, such series of transactions, and any actions necessary for the consummation of such transactions, being referred to herein as the "Formation Transactions"). As part of the Formation Transactions, the Company will, as described in the Prospectus, acquire indirectly through its newly-formed, wholly-owned subsidiary, GWR Operating Partnership, L.L.L.P., a Delaware limited liability limited partnership (the "OP"), all of the ownership interests in certain entities listed on Schedule II-A hereto (collectively, the "Predecessor Subsidiaries;" each, a "Predecessor Subsidiary"), which entities are currently affiliated with Great Lakes. The subsidiaries of the Company prior to the consummation of the Formation Transactions are listed on Schedule II-B hereto (collectively, the "Subsidiaries;" each, a "Subsidiary"). With respect to representations, warranties, covenants and opinions set forth in this Agreement that relate to a time at or after the Closing Date, reference to "Subsidiaries" shall mean the entities listed on Schedule II-C and there will be no Predecessor Subsidiaries, as each will be merged out of existence on the Closing Date. 1. Representations and Warranties. Each of the Company and Great Lakes jointly and severally, represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1. (a) The Company has prepared and filed with the Commission a registration statement (file number 333-118148) on Form S-1, including a related preliminary prospectus, for registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, including a related preliminary prospectus, each of which has previously been furnished to you. The Company will next file with the Commission one of the following: (1) prior to the Effective Date of such registration statement, a further amendment to such registration statement (including the form of final prospectus) or (2) after the Effective Date of such registration statement, a final prospectus in accordance with Rule 430A and Rule 424(b). In the case of clause (2), the Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Act and the Rules to be included in such registration statement and the Prospectus. As filed, such amendment and form of final prospectus, or such final prospectus, shall contain all Rule 430A Information, together with all other such required information, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement has been declared effective by the Commission or, if applicable, has become effective under the Act. (b) On the Effective Date, the Registration Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the 2 Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a "settlement date"), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Rules; on the Effective Date and at the Execution Time, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company and Great Lakes make no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto). (c) No stop order suspending the effectiveness of a Registration Statement or any part thereof has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened or contemplated by the Commission or by the state securities authority of any jurisdiction. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened or contemplated by the Commission or by the state securities authority of any jurisdiction. (d) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own or lease its properties, as the case may be, and to operate its properties and conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and other agreements related to the execution and consummation of the Formation Transactions and listed on Schedule IV attached hereto (collectively, the "Formation Agreements") to which the Company is a party; the Formation Agreements listed on Schedule IV attached hereto include all material documents required for the execution and consummation of the Formation Transactions; and the Company is duly qualified to do business as a foreign corporation and is in good standing in all other jurisdictions in which its ownership or lease, and operation of property or the conduct of its business requires such qualification, except where the failure to so qualify would not have, individually or in the aggregate, a Material Adverse Effect. At the Closing Date, (i) the OP will own, directly or indirectly, all of the member interests in the Subsidiaries; (ii) the Company will own (a) all of the limited partnership interests in the OP and (b) all of the member interests in GWR OP General Partner, LLC (the "OP General Partner"); and (iii) OP General Partner will be the sole general partner of the OP. 3 (e) Each of Great Lakes, the Subsidiaries and the Predecessor Subsidiaries has been duly formed and is validly existing as a corporation, limited partnership, limited liability company or limited liability limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its assets and conduct its business as described in the Prospectus and to enter into and to perform its obligations under this Agreement (in the case of Great Lakes only) and the Formation Agreements to which it is a party; and is duly qualified to do business as a foreign corporation, limited partnership, limited liability company or limited liability limited partnership in good standing in all other jurisdictions in which its ownership or lease or operation of property or the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. The entities listed on Schedule II-C attached hereto are or will be the only subsidiaries of the Company as of the Closing Date. (f) All of the issued and outstanding capital stock or other ownership interests of each Subsidiary and Predecessor Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable and except as described in the Prospectus, each Subsidiary's capital stock or other ownership interests are owned by the Company, as applicable, directly or through wholly-owned subsidiaries, free and clear of any security interests, liens, mortgages, encumbrances, pledges, claims, defects or other restrictions of any kind (collectively, "Liens"), except for liens securing indebtedness as described in the Prospectus and except where such Liens would not have a Material Adverse Effect. None of such equity interests were issued in violation of any preemptive or other similar rights of any securityholder of such Subsidiary. There are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for equity interests or other securities of any Subsidiary or Predecessor Subsidiary; except for the tenant in common interests and profit interests set forth on Schedule III. (g) The capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus under the caption "Description of Securities;" the authorized capitalization of the Company, as of the Closing Date (assuming no Option Securities are purchased at the Closing Date), will be as set forth in the Prospectus under the caption "Capitalization." As of the Closing Date, the Company has no outstanding debt other than as set forth in the Prospectus. Prior to the Closing Date, Great Lakes was the sole holder of the outstanding capital stock of the Company. None of the outstanding shares of capital stock of the Company were issued in violation of any preemptive or other similar rights of any securityholder of the Company. Except as disclosed in the Prospectus and except for shares of Common Stock reserved for issuance in connection with the Company's 2004 incentive stock plan described in the Prospectus (the "Stock Incentive Plan"), no shares of Common Stock are reserved for any purpose; except (i) as disclosed in the Prospectus, (ii) for options to purchase Common Stock under the Stock Incentive Plan and (iii) for the tenant in common interests and profit interests set forth on Schedule III, there are no outstanding securities convertible into or exchangeable for any shares of Common Stock and there are no outstanding 4 options, rights (preemptive or otherwise) or warrants to purchase or subscribe for shares of Common Stock or any other securities of the Company. (h) The Securities and all outstanding shares of capital stock of the Company have been duly authorized; all outstanding shares of capital stock of the Company are, and, when the Securities to be issued and sold by the Company have been issued and delivered and paid for in accordance with this Agreement on the Closing Date or settlement date, such Securities will have been, validly issued, fully paid and non-assessable, have been, or will be, offered and sold in compliance with all applicable laws in all material respects and will conform, in all material respects, to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Securities to be issued and sold by the Company. Upon payment of the purchase price and issuance and delivery of the Securities to be issued and sold by the Company in accordance herewith, the Underwriters will receive good, valid and marketable title to such Securities free and clear of all Liens. The certificates to be used to evidence the Securities will be in substantially the form filed as an exhibit to the Registration Statement and will, at the Closing Date or settlement date, be in proper form and will comply in all material respects with all applicable legal requirements, the requirements of the certificate of incorporation and bylaws of the Company and the requirements of The Nasdaq Stock Market, Inc. (the "NASDAQ"). (i) There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this agreement or the issuance by the Company or sale by the Company of the Securities. (j) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company or Great Lakes and any person or entity that would give rise to a valid claim against the Company, Great Lakes or any Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering. (k) Except for the registration rights agreement to be entered into by the Company in connection with the Formation Transactions (the "Registration Rights Agreement"), there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act. (l) The shares of the Company's Common Stock to be issued in connection with the consummation of the Formation Transactions (the "Formation Stock") have been duly authorized, and, when issued in accordance with the terms of the applicable Formation Agreements, will have been validly issued and fully paid and nonassessable and free of any statutory preemptive rights and similar rights that entitle or 5 will entitle any person to acquire any capital stock upon the issuance thereof by the Company; the Formation Stock has been and will be offered and sold in compliance with all applicable corporate and Federal and state securities laws and, to the Company's knowledge, all other applicable laws. (m) All applicable filings or notices in connection with the offer and issuance of the Formation Stock has been made or given as required; the offer and issuance by the Company of the Formation Stock is exempt from the registration requirements of Section 5 of the Act. (n) None of the Company, Great Lakes, any Subsidiary or any Predecessor Subsidiary (i) is in violation of its charter or bylaws or other similar organization documents, (ii) is in default (whether with or without the giving of notice or passage of time or both) in the performance or observance of any obligation, agreement, term, covenant or condition contained in a contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease (under which such entity is landlord, tenant or otherwise), ground lease (under which such entity is tenant or landlord), development agreement, license agreement, reciprocal easement agreement, deed restriction, utility agreement or other agreement or instrument to which it is a party or by which it is bound, or to which any of the Properties (as hereinafter defined) or any of its other property or assets is subject (collectively, "Agreements and Instruments"), (iii) is in violation of any statute, law, ordinance, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority to which it or the Properties or any of its other properties or assets is subject except, in the case of clauses (ii) and (iii), for such defaults or violations that would not have a Material Adverse Effect. (o) No consent, approval, authorization, or order of, or filing or registration with, any governmental agency or body or any court or any third party is required for the execution, delivery, performance or consummation of the transactions contemplated by this Agreement or the Formation Agreements, except such (i) as have been obtained and made under the Act, (ii) as may be required under blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus, (iii) consents, approvals, authorizations, orders, filings or registrations that have been obtained or that will be obtained or completed by the Closing Date or (iv) that the absence of which would not, individually or in the aggregate, have a Material Adverse Effect. (p) The issue and sale of the Securities and execution, delivery and performance of this Agreement and the Formation Agreements and the consummation of the transactions contemplated herein and therein and in the Registration Statement and the compliance by the Company, Great Lakes, such Subsidiary and such Predecessor Subsidiary, as applicable, with its respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute or result in a breach or violation of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any Lien upon any property or 6 assets of the Company, Great Lakes, any Subsidiary or any Predecessor Subsidiary pursuant to, the Agreements and Instruments (except for Liens related to the refinancing transactions described in the Prospectus and such conflicts, breaches, violations, defaults or Repayment Events or Liens that would not have a Material Adverse Effect), nor will such action result in any violation of the provisions of (i) the charter or bylaws of the Company, Great Lakes, any Subsidiary or any Predecessor Subsidiary or (ii) (except for such violations that would not have a Material Adverse Effect) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries, as applicable or any of their assets, properties or operations. As used herein, a "Repayment Event" means any event or condition that, without regard to compliance with any notice or other procedural requirements, gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, Great Lakes, any Subsidiary or any Predecessor Subsidiary. (q) This Agreement has been duly and validly authorized, executed and delivered by the Company and Great Lakes, and assuming due authorization, execution and delivery by the Representative, is a valid and binding agreement of the Company and Great Lakes, enforceable against the Company and Great Lakes, in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other similar laws now or hereafter in effect relating to or affecting creditors' rights and general principles of equity and except as rights to indemnification and contribution thereunder may be limited by applicable law or policies underlying such law. (r) At or immediately prior to the Closing Date, each of the Formation Agreements and each material contract filed as an exhibit to the Registration Statement that is not also a Formation Agreement will have been duly and validly authorized, executed and delivered by the Company, Great Lakes, one or more Subsidiaries or one or more Predecessor Subsidiaries, as applicable, and, to the knowledge of the Company or Great Lakes, by each of the other parties thereto (other than the Representative) and, assuming due authorization, execution and delivery by such other parties, will be a valid and binding agreement of the Company, Great Lakes, one or more Subsidiaries and one or more Predecessor Subsidiaries, as applicable, enforceable against the Company, Great Lakes, one or more Subsidiaries and one or more Predecessor Subsidiaries, as applicable, in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other similar laws now or hereafter in effect relating to or affecting creditors' rights and general principles of equity and except as rights to indemnification and contribution thereunder may be limited by applicable law or policies underlying such law. (s) The Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries possess all certificates, authorities, licenses, consents, approvals, permits and other authorizations (collectively, the "Licenses") issued by appropriate governmental agencies or bodies or third parties necessary to conduct the business now operated by them or proposed to be operated by them, are in compliance with the terms and 7 conditions of all such Licenses and have not received any notice of proceedings relating to the revocation or modification of any such Licenses, except where the failure to possess any such License or to comply with any of its terms and conditions, or an adverse determination in any proceeding, would not, individually or in the aggregate, have a Material Adverse Effect. (t) The historical balance sheet of the Company included in the Registration Statement and the Prospectus, together with the related note, presents fairly in all material respects the financial condition of the Company as of the period indicated; said balance sheet has been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the period involved; said balance sheet has been prepared on a consistent basis with the books and records of the Company. The combined historical financial statements of Great Lakes Predecessor (as defined in the Registration Statement) included in the Registration Statement and the Prospectus, together with the related notes, present fairly in all material respects the financial condition of Great Lakes Predecessor as of the periods indicated, and the results of operations, stockholders' equity and cash flows of Great Lakes Predecessor for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved (except as is indicated in the notes thereto and subject to normal year-end adjustments in the case of unaudited interim financial statements); said financial statements have been prepared on a consistent basis with the books and records of Great Lakes Predecessor. The historical combined financial statements of Great Bear Lodge of Wisconsin Dells, LLC ("Wisconsin Dells LLC") and Great Bear Lodge of Sandusky, LLC ("Sandusky LLC") included in the Registration Statement and the Prospectus, together with the related notes, present fairly in all material respects the financial condition of the combined operations of Wisconsin Dells LLC and Sandusky LLC as of the periods indicated, and the results of operations, members' equity and cash flows of the combined operations of Wisconsin Dells LLC and Sandusky LLC for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved (except as is indicated in the notes thereto and subject to normal year-end adjustments in the case of unaudited interim financial statements); said financial statements have been prepared on a consistent basis with the respective books and records of Wisconsin Dells LLC and Sandusky LLC. The unaudited pro forma condensed consolidated financial statements and the related notes thereto included in the Registration Statement and the Prospectus have been prepared in accordance with the applicable accounting requirements under the Act and the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, and the related adjustments used therein give appropriate effect to the transactions and circumstances referred to therein and the pro forma columns therein reflect the proper application of these adjustments to the corresponding historical financial statement amounts. The selected financial and other data and the summary financial and other data included in the Prospectus and Registration Statement under such captions present fairly the information shown therein and have been compiled on a basis consistent with that of 8 the audited and unaudited financial statements included in the Registration Statement. Other than the historical and pro forma financial statements included in the Registration Statement and Prospectus, no other historical or pro forma financial statements (or schedules) are required by the Act and the Rules to be included therein. All non-GAAP financial measures included in the Registration Statement and Prospectus comply with the Act, including Regulation G and Item 10(e) of Regulation S-K, and present fairly the information shown therein and the Company's basis for using such measures. (u) Deloitte & Touche LLP is an independent registered public accounting firm, as defined by the Exchange Act and the Public Company Accounting Oversight Board (United States), with respect to the Company and the "Great Lakes Predecessor" (as such term is defined in the Prospectus); Rubin, Brown, Gornstein & Co. LLP is an independent registered public accounting firm, as defined by the Exchange Act and the Public Company Accounting Oversight Board (United States), with respect to Wisconsin Dells LLC and Sandusky LLC. (v) The Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries have filed all foreign, federal, state and local tax returns that are required to be filed or have in good faith requested extensions for the filing thereof (except in any case in which the failure so to file would not have a Material Adverse Effect); except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto), all such returns are true, correct and complete in all material respects; each of the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries has paid all taxes required to be paid by it and any other assessment or similar payments, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that (i) is currently being contested in good faith, (ii) would not have a Material Adverse Effect, or (iii) is described in or contemplated in the Prospectus (exclusive of any supplement thereto). No audits or other administrative proceedings or court proceedings are presently pending nor threatened against the Company, Great Lakes, any of the Subsidiaries or any of the Predecessor Subsidiaries with regard to any taxes or returns of such entities, and no taxing authority has notified the Company, Great Lakes, any of the Subsidiaries or any of the Predecessor Subsidiaries in writing that it intends to investigate its tax affairs. Except as disclosed in the Prospectus (exclusive of any supplement thereto), to the knowledge of the Company or Great Lakes, there is no pending or threatened special assessment, tax reduction proceeding or other action which could increase or decrease the real property taxes or assessments of any Property, which, individually or in the aggregate, would have a Material Adverse Effect. (w) Except for materials distributed in conformity with certain exemptions from registration under the Act in connection with transactions contemplated by the Formation Agreements, the Company, its Subsidiaries, Great Lakes and the Predecessor Subsidiaries have not distributed, and prior to the later of the Closing Date and the completion of the distribution of the Securities, will not distribute, any offering material in connection with the offering or sale of the Securities other than the Registration Statement, the Prospectus or any other materials, if any, permitted by the Act (which were disclosed prior to their distribution to the Representative and its counsel) (it 9 being understood that no representation is made with respect to any other materials distributed by the Representative). (x) Each of the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries is in compliance, in all material respects, with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the final regulations and published interpretations thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) for which the Company, Great Lakes, any of the Subsidiaries or any of the Predecessor Subsidiaries has any liability; none of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries has incurred or expects to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "pension plan" (as defined in ERISA) or (ii) Sections 412 or 4971 of the Code including the final regulations and published interpretations thereunder; and each "pension plan" (as defined in ERISA) for which the Company or any of its Subsidiaries would have any liability and that is intended to be qualified under Section 401(a) of the Code is a proto-type plan that has an opinion letter from the Internal Revenue Service that opines as to the "GUST" law changes, and such pension plan has been operated in material compliance with Section 401(a) of the Code except where such non-compliance, reportable events or liabilities would not have a Material Adverse Effect. (y) To the knowledge of the Company, the assets of the Company and its Subsidiaries do not constitute "plan assets" of an ERISA regulated employee benefit plan (as the term "plan assets" is defined in the regulations under ERISA). (z) (i) Upon consummation of the Formation Transactions, the Company and its Subsidiaries will have good and marketable title in fee simple title (or in the case of the resort in Sheboygan, Wisconsin [AND THE RESORT IN KANSAS CITY, KANSAS,] a leasehold interest) to all of the properties and other assets described in the Prospectus to be owned or leased by the Company or its Subsidiaries as of the Closing Date (the "Properties"), in each case, free and clear of all Liens, except (A) as set forth in the title reports set forth on Schedule V hereto, (B) as disclosed in the Prospectus or (C) such as would not have a Material Adverse Effect; (ii) all Liens on or affecting the Properties that are required to be disclosed in the Prospectus are disclosed therein and none of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries is in default under any such Lien; (iii) to their knowledge, none of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries are in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have a Material Adverse Effect; (iv) each of the Properties complies with all applicable zoning laws, occupancy laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not result in a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (v) none of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries have received from any governmental authority any written notice of any condemnation of or zoning 10 change materially affecting the Properties or any part thereof, and none of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries knows of any such condemnation or zoning change that is threatened and that, if consummated, would have a Material Adverse Effect. Each of the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted or as proposed to be conducted (other than with respect to future resort developments) in the Prospectus. (aa) Water, sanitary sewer, electricity and telephone service necessary to the conduct of its operations as presently conducted or as proposed to be conducted in the Prospectus are all available at each Property and, to the knowledge of the Company and Great Lakes, are located on each Property or over duly dedicated streets or perpetual easements of record benefiting each Property or other enforceable rights that allow access to each Property. There exists no restriction, prohibition or moratorium on the right of the owner of each Property to access all such utilities, nor, to the knowledge of the Company and Great Lakes, any condition that the owner of each Property construct or improve utility facilities or lines not on such Property as a condition to the availability thereof, except such restriction, prohibition, moratorium or condition that would not have a Material Adverse Effect. (bb) The Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are generally deemed prudent and customary in the businesses in which they are or will be engaged as described in the Prospectus; all policies of insurance and fidelity or surety bonds insuring the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; each of the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries is in compliance with the terms of such policies and instruments in all material respects; there are no material claims by the Company, Great Lakes, any of the Subsidiaries or any of the Predecessor Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; none of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries have been refused any insurance coverage sought or applied for in the 12 months prior to the date hereof; and to the knowledge of the Company, the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries will be able to obtain insurance coverage substantially similar in all material respects to the current coverage as and when such coverage expires from similar insurers as may be necessary to continue to conduct business as currently conducted or as proposed to be conducted in the Prospectus without an increase in cost that would have a Material Adverse Effect, except as set forth or contemplated in the Prospectus (exclusive of any supplement thereto). (cc) Except as set forth in the Registration Statement and the Prospectus, the mortgages and deeds of trust encumbering the Properties and assets are described in the Prospectus and are not convertible and none of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries or any person affiliated therewith holds a participating interest therein, and such mortgages and deeds of trust are not cross- 11 defaulted or cross-collateralized to or from any property not owned directly or indirectly by the Company, the Subsidiaries, Great Lakes or the Predecessor Subsidiaries. (dd) Except as described or referred to in the Prospectus, at the Closing Date, the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries, as applicable, will have title insurance on the fee interests and/or leasehold interests (in the case of a ground lease interest) in each of the Properties covering such risks and in such amounts as are commercially reasonable for the assets owned or leased by them and for the type of business conducted or to be conducted, and in each case such title insurance will be in full force and effect. None of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries have any reason to believe that any of them will not be able to obtain title insurance coverage as may be necessary to continue to conduct business as currently conducted. (ee) The Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries are, to the Company's knowledge after due inquiry, (i) in compliance with all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety from hazardous or toxic substances or wastes, pollutants or contaminants, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice of any actual or potential liability under any Environmental Laws, except where such non-compliance with Environmental Laws, failure to receive or comply with required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). Except as set forth in the Prospectus, none of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries have been formally designated as a "potentially responsible party" by the United States Environmental Protection Agency under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. (ff) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries and Great Lakes periodically reviews the effect of Environmental Laws on the business, operations and properties of Great Lakes and the Predecessor Subsidiaries. In the course of such review each identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company and Great Lakes have reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (gg) None of the environmental consultants that prepared any of the environmental reports with respect to any of the Properties were employed by the 12 Company or its affiliates for such purpose on a contingent basis or, to the knowledge of the Company or Great Lakes, had, at the time of retention, any substantial interest in any of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries, and to the knowledge of the Company or Great Lakes, none of such consultants or any of their directors, officers or employees is connected with any of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries as a promoter, selling agent, managing member, director, officer or employee. (hh) The Securities have been approved for listing on NASDAQ subject to official notice of issuance; such approval was obtained by the Company prior to the distribution of the Preliminary Prospectus. (ii) No labor dispute with the employees of any of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries exists or, to the knowledge of the Company or Great Lakes, is threatened or imminent, and neither the Company nor Great Lakes is aware of any existing or imminent labor disturbance by the employees of any of its, the Subsidiaries' or the Predecessor Subsidiaries' principal suppliers, developers, designers, contractors, business partners, or customers that would have a Material Adverse Effect, except as set forth in or contemplated by the Prospectus (exclusive of any supplement thereto). (jj) The Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries own, possess, license or have or can acquire (with respect to future operations of the Company) other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, development rights, inventions, trade secrets, technology, know-how and other property (collectively, the "Intellectual Property") necessary to conduct the business of the Company as presently conducted or as proposed in the Prospectus to be conducted. Except as set forth in the Prospectus (exclusive of any supplement thereto) or as would not have a Material Adverse Effect, (i) to the knowledge of the Company or Great Lakes, there are no rights of third parties to any such Intellectual Property; (ii) to the knowledge of the Company or Great Lakes, there is no material infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the knowledge of the Company or Great Lakes, threatened action, suit, proceeding or claim by others challenging the Company's or Great Lakes' rights in or to any such Intellectual Property, and neither the Company nor Great Lakes is aware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the knowledge of the Company or Great Lakes, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and neither the Company nor Great Lakes is aware of any facts which would form a reasonable basis for any such claim; and (v) there is no pending or, to the knowledge of the Company or Great Lakes, threatened action, suit, proceeding or claim by others that the Company or Great Lakes infringed or otherwise violated any patent, trademark, copyright, trade secret or other proprietary rights of others, and neither the Company nor Great Lakes is aware of any other fact which would form a reasonable basis for any such claim. 13 (kk) Except as disclosed in the Prospectus (exclusive of any supplement thereto), there is no pending action, suit or proceeding against or affecting any of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries or any of the Properties or other assets that, if determined adversely to such entity, would have a Material Adverse Effect, or would materially and adversely affect the ability of the Company or Great Lakes, as applicable, to perform its obligations under this Agreement; and no such action, suit or proceeding is, to the Company's or Great Lakes' knowledge, threatened or contemplated. (ll) Except as disclosed in the Prospectus, since the date of the latest financial statements included in the Prospectus, (i) there has been no Material Adverse Effect on the Company, Great Lakes, the Predecessor Subsidiaries and the Subsidiaries, taken as a whole; (ii) there have been no transactions entered into by the Company, any of the Subsidiaries, Great Lakes or any of the Predecessor Subsidiaries that are material with respect to the Company, the Subsidiaries, Great Lakes and the Predecessor Subsidiaries, taken as a whole; (iii) none of the Company, any of the Subsidiaries, Great Lakes or any of the Predecessor Subsidiaries have incurred any obligation or liability, direct, contingent or otherwise that is or would be material to the Company, the Subsidiaries, Great Lakes and the Predecessor Subsidiaries, taken as a whole; and (iv) there has been no dividend or distribution of any kind declared, paid or made by the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries on any class of their respective capital stock or other ownership interests. (mm) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, the Company will not be, an "investment company" as defined in the Investment Company Act of 1940, as amended. (nn) There is no contract or other document required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit thereto, which is not described or has not been filed as required; the statements in the Prospectus under the headings: "Business-Government Regulation," Business-Environmental Matters," "Business-Development-Tall Pines Development Agreement," "Management-Executive Officer Compensation - 401(k) Plan," "-2004 Incentive Stock Plan," "-Deferred Compensation Plan," "Certain Relationships and Related Transactions-Registration Rights," "Description of Securities," and "Shares Eligible for Future Sale," insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents and proceedings. (oo) No relationship, direct or indirect, exists between or among any of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries on the one hand, and the directors, officers, stockholders, interest holders, members, partners, other employees or their respective affiliates or customers or suppliers of the Company, 14 Great Lakes, the Subsidiaries or the Predecessor Subsidiaries on the other hand, which is required pursuant to the Act to be described in the Prospectus that is not so described. (pp) The Company solely determined, without any direct or indirect participation by the Underwriters, the persons who will purchase shares of Common Stock (including the amounts to be purchased by such persons) sold in the offering by Citigroup Global Markets Inc. pursuant to the Directed Share Program. (qq) Each of the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries (i) makes and keeps books and records that are accurate in all material respects and (ii) maintains internal accounting controls that provide reasonable assurance that (A) transactions are executed in accordance with management's authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements in conformity with GAAP and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management's authorization, and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to differences, if any. (rr) None of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries or, to the knowledge of the Company or Great Lakes, any director, officer, agent, employee or affiliate of such entities is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any "foreign official" (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries and, to the knowledge of the Company or Great Lakes, their affiliates have conducted their businesses in compliance with the FCPA. "FCPA" means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. (ss) Except as disclosed in the Registration Statement and the Prospectus, the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries (i) do not have any material lending or other relationship with any bank or lending affiliate of the Representative and (ii) do not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of the Representative. (tt) None of the Company, Great Lakes or any of their respective officers, directors, members or controlling persons has taken, or will take, directly or indirectly, any action designed to or that might reasonably be expected to result in a violation of Regulation M under the Exchange Act or cause or result in stabilization or 15 manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (uu) The Company intends to apply the net proceeds from the sale of the Securities being sold by the Company substantially in accordance with the description set forth in the Prospectus under the heading "Use of Proceeds." (vv) Each Subsidiary or Predecessor Subsidiary that is a partnership or a limited liability company has been properly classified either as a partnership or as an entity disregarded as separate from the Company or Great Lakes, respectively, for federal income tax purposes during its existence. Great Lakes has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code at all times during its existence and, subject to the termination of its S corporation status as a result of the Formation Transactions, Great Lakes will be an S corporation up to and including the Closing Date. Neither Great Lakes nor any of its subsidiaries holds any asset the disposition of which could be subject to tax under Section 1374 of the Code. (ww) No Subsidiary or Predecessor Subsidiary is currently prohibited, directly or indirectly, from paying any dividends or distributions to the Company or Great Lakes, as applicable, from making any other distribution on such entity's capital stock or other ownership interests, from repaying to the Company or Great Lakes, as applicable, any loans or advances made by the Company or Great Lakes, as applicable, to such entity. (xx) There is and has been no failure on the part of the Company and any of the Company's directors or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the "Sarbanes-Oxley Act"), including Section 402 thereof. (yy) The operations of the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the "Money Laundering Laws") except where such non-compliance as would not have a Material Adverse Effect, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (zz) The solicitation of consents pursuant to the Solicitation of Consents and Private Placement Memorandum for Combination of Certain Businesses of the Great Lakes Companies, Inc. and Offering of Common Stock of Great Wolf Resorts, Inc., dated July 26, 2004 (the "SCPPM") complied with (i) the terms and provisions of the applicable operating agreement and (ii) the laws of the state of organization or 16 formation of each entity, as applicable; the requisite consents of the members necessary for the consummation of the merger transactions contemplated in the Formation Agreements as described in the Prospectus have been obtained and are irrevocable. (aaa) As of the Closing Date, each of the Articles of Merger and Certificates of Merger necessary to consummate the Formation Transactions will be or have been filed with the Secretary of State of the States of Delaware and Wisconsin, and the mergers described therein will be or are effective under Delaware law and Wisconsin law, as applicable. Furthermore, the Company represents and warrants to Citigroup Global Markets Inc. that (i) the Registration Statement, the Prospectus and any preliminary prospectus comply, and any further amendments or supplements thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Prospectus or any preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program, and that (ii) no authorization, approval, consent, license, order, registration or qualification of or with any government, governmental instrumentality or court, other than such as have been obtained, is necessary under the securities laws and regulations of foreign jurisdictions in which the Directed Shares are offered outside the United States. The Company has not offered, or caused the Underwriters to offer, any Securities to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer's or supplier's level or type of business with the Company or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products. Any certificate signed by any officer of the Company or Great Lakes and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company or Great Lakes as to matters covered thereby to each Underwriter. The Company or Great Lakes will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests. 2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ ______ per share, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,100,000 Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised, in whole or in part, at any time on or before the 30th day after the date of the Prospectus upon written notice by the Representative to the Company 17 setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. 3. Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at the offices of King & Spalding LLP, 191 Peachtree Street, Atlanta, Georgia 30303 at 10:00 AM, New York City time, on ________, 2004, or at such time on such later date not more than three Business Days after the foregoing date as the Representative and the Company shall determine, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at 388 Greenwich Street, New York, New York, on the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. 4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus. 5. Agreements. The Company agrees with the several Underwriters that: (a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become 18 effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act, the Company promptly will (i) notify the Representative of any such event, (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (c) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish to the Representative and counsel for the Underwriters signed copies of the Registration Statement (including exhibits thereto) and 19 to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Prospectus and the Prospectus and any supplement thereto as the Representative may reasonably request. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the later of Execution Time or the Effective Date of the Registration Statement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. The aforementioned documents furnished to the Underwriters or to any dealer shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (e) During the period from the date of this agreement through the five year anniversary hereof, the Company will furnish upon request to the Representative and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish upon request to the Representative as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders. (f) The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, however, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. (g) For a period of 180 days after the date of this Agreement, the Company will not, without the prior written consent of the Representative, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission (except a registration statement on (i) Form S-8 relating to the 2004 Stock Incentive Plan or (ii) on Form S-1 relating to the resale of Formation Stock in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction; provided, however, that the Company may (x) grant stock options, Common Stock or restricted stock pursuant to the 2004 Incentive Stock Plan and (y) grant Common Stock to any deferred compensation plan or a trust that holds assets on behalf of such deferred compensation plan. 20 (h) The Company will use its best efforts to effect the listing of the Common Stock (including the Securities) on NASDAQ. (i) For a period of one year after the date of this Agreement, the Company will comply in all material respects with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act, and will use its best efforts to cause the Company's directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act. (j) The Company will not take, directly or indirectly, any action designed to, or that would constitute, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (k) The Company will take such steps as shall be necessary to ensure that it shall not become an "investment company" within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder. (l) The Company will use commercially reasonable efforts to (i) complete the construction of the Great Wolf Lodges in Williamsburg, Virginia and Pocono Mountains of Pennsylvania and consummate the transactions related to the Great Wolf Lodge in Niagara Falls, Ontario in accordance with the description and within the time frame set forth in the Prospectus and (ii) complete all Formation Transactions (except for the registration of any shares of Common Stock pursuant to the Registration Rights Agreement filed as an exhibit to the Registration Statement) on or prior to the Closing Date. (m) The Company agrees to pay the costs and expenses incident to the performance of its obligations under this Agreement, relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the 21 Securities under the Exchange Act and the listing of the Securities on the NASDAQ; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification in an amount not to exceed $10,000); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. ("NASD") (including filing fees and the reasonable fees and expenses of counsel for the Underwriters related to such filings in an amount not to exceed $25,000); (viii) the transportation, lodging, meals, materials and other expenses incurred by or on behalf of the Company's representatives in connection with attending or hosting meetings or presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants, counsel (including local and special counsel) and transfer agent and registrar for the Company; (x) consummation of the Formation Transactions and (xi) all other costs and expenses incident to the performance by the Company of its obligations hereunder. (n) The Company shall pay (i) all reasonable fees and disbursements of counsel incurred by Citigroup Global Markets Inc. in connection with the Directed Share Program, (ii) all costs and expenses incurred by Citigroup Global Markets Inc. in connection with the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Directed Share Program material and (iii) stamp duties, similar taxes or duties or other taxes, if any, incurred by Citigroup Global Markets Inc. in connection with the Directed Share Program. (o) For a period of 180 days after the Closing Date, the Company shall neither (i) amend its bylaws in any way that would alter or affect Article V, Section 3 thereof nor (ii) waive any restriction or limitation provided for in such Section without the prior written consent of the Representative. Furthermore, the Company covenants with Citigroup Global Markets Inc. that the Company will comply in all material respects with all applicable securities and other applicable laws, rules and regulations in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program. 6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, (ii) the accuracy of the representations and warranties on the part of Great Lakes contained herein as of the Execution Time and a time immediately prior to the Closing Date, (iii) the accuracy of the statements of the Company and Great Lakes made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If the Registration Statement has not become effective prior to the Execution Time, unless the Representative agrees in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City 22 time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the Business Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement, will be filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company, shall be threatened or contemplated by the Commission. (b) The Company shall have requested and caused King & Spalding LLP, counsel for the Company, to have furnished to the Representative their opinion, dated as of the Closing Date and each settlement date, addressed to the Representative and in a form satisfactory to the Underwriters' counsel, to the effect that: (i) each of the Company and the Subsidiaries has been duly formed or incorporated, and each of the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries is validly existing as a limited liability company, partnership or corporation in good standing under the laws of the state of its formation or organization and is duly qualified to do business as a foreign corporation, partnership or limited liability company and is in good standing under the laws of each jurisdiction set forth on a schedule to such opinion, with limited liability company, partnership or corporate, as applicable, power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as now being conducted and as described in the Prospectus and to enter into and perform its obligations under this Agreement (with respect to the Company and Great Lakes only), each Formation Agreement and each agreement set forth on a schedule to such opinion; each Formation Agreement and each agreement set forth on a schedule to such opinion has been duly authorized, and (except for the Formation Agreements set forth on a schedule related to Blue Harbor Resort Condominium LLC) executed and delivered by the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries, as applicable, and assuming due authorization, execution and delivery by the other parties, if any, thereto, constitutes a valid and binding agreement, enforceable in accordance with its terms; provided, however, that such counsel need not express an opinion as to (A) the effect of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors generally, or (B) the effect or availability of rules of law governing specific performance, injunctive relief, fraudulent conveyance or transfer, or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity); 23 (ii) this Agreement has been duly authorized, executed and delivered by the Company and Great Lakes; (iii) the Company's authorized capital stock is as set forth in the Prospectus under the caption "Description of Securities;" the capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus; all the shares of capital stock of the Company outstanding prior to (or issued concurrent with) the issuance of the Securities (including, without limitation, shares of Formation Stock) have been duly authorized and validly issued, are fully paid and nonassessable and free of any statutory preemptive rights and, except as set forth in the Prospectus and to the knowledge of such counsel, similar rights that entitle or will entitle any person to acquire any Common Stock upon the issuance thereof by the Company; (iv) all of the issued and outstanding shares of capital stock or ownership interests, as applicable, of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and except as described in the Prospectus, the outstanding shares of capital stock or other ownership interests of the Subsidiaries are owned, directly or indirectly, by the Company free and clear of all adverse claims within the meaning of the Uniform Commercial Code other than such security interests being provided to certain lenders in connection with the Company's refinancing transactions described in the Prospectus; (v) the Company has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement; the Securities have been duly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the certificates representing the Securities will comply in all material respects with all applicable legal requirements and the requirements of the certificate of incorporation and the bylaws of the Company; the holders of outstanding shares of capital stock of the Company are not entitled to statutory preemptive or, to such counsel's knowledge, other rights to subscribe for the Securities; and, to the knowledge of such counsel, except as set forth in the Prospectus, no shares of Common Stock are reserved for any purpose and no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding, except for the tenant in common interests and profits interests set forth on a schedule; (vi) to the knowledge of such counsel, except as disclosed in the Prospectus, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Subsidiaries or the 24 Properties or other assets of a character required to be disclosed in the Registration Statement that is not adequately disclosed in the Prospectus, and there is no contract or other document required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit thereto, which is not described or has not been filed as required; the statements in the Prospectus under the headings: "Structure and Formation of Our Company," "Certain Relationships and Related Transactions-Registration Rights," "Description of Securities," and "Shares Eligible for Future Sale," insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair in all material respects; (vii) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in accordance with Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act, and no proceedings for that purpose have been initiated by the Commission; the Registration Statement, as of the date it was declared effective, and the Prospectus, as of its date (other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion), complied as to form in all material respects with the applicable requirements for registration statements on Form S-1 under the Act; (viii) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be, an "investment company" as defined in the Investment Company Act of 1940, as amended; (ix) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the execution, delivery and performance of this Agreement or the Formation Agreements by the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries, as applicable, and the consummation of the transactions contemplated herein and therein by the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries, as applicable, except such (A) as have been obtained under the Act, and (B) as may be required under the state securities and the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus and the offer and sale of the Formation Stock, or (C) other 25 consents, approvals, authorizations, orders, filings or registrations as have been obtained; (x) (A) the issue and sale of the Securities by the Company, (B) the execution, delivery and performance of this Agreement and the Formation Agreements by the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries, as applicable, (C) the consummation of the transactions contemplated thereby and (D) the compliance by such parties with their respective obligations under this Agreement and the Formation Agreements: (1) do not and will not conflict with any of the terms or provisions of, constitute a breach of, or default under, or result in the creation or imposition of any Lien upon any Property of the Company, Great Lakes, any Subsidiary or any Predecessor Subsidiary pursuant to the terms of any agreement or instrument filed as an exhibit to the Registration Statement or any term, condition or provision of any agreements or instruments listed on Schedule IV hereto, except such conflicts, breaches, defaults, repayment events, or Liens that would not have a Material Adverse Effect or liens related to the refinancing transactions; (2) do not and will not result in a violation of any law, rule, regulation, judgment, order, writ or decree known to such counsel after due inquiry to be applicable to the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries (other than applicable state securities and Blue Sky laws as to which such counsel expresses no opinion), except for violations that would not have a Material Adverse Effect; or (3) do not and will not result in any violation of the provisions of the respective charter, bylaws, operating agreement or partnership agreement, as applicable, of each of the Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries; (xi) to such counsel's knowledge, the Company is not a party to any agreement (other than the Registration Rights Agreement) that would entitle any holders of securities of the Company to the registration of such securities under the Registration Statement; (xii) each Subsidiary that is a limited liability company or partnership will be treated for Federal income tax purposes as partnerships and not as associations taxable as corporations or as publicly traded partnerships; (xiii) the solicitation of consents of the members of each of the Predecessor Subsidiaries that will consummate a merger under a Formation Agreement (the "Formation Entities") pursuant to the SCPPM complied with (A) the terms and provisions of the operating agreement of each Formation Entity and (B) the laws of the state of organization or formation, as applicable; the requisite consents of the members of the 26 Formation Entities necessary for the consummation of the Formation Transactions as described in the Prospectus have been obtained; (xiv) all applicable filings or notices in connection with the offer and issuance of shares of the Formation Stock pursuant to the SCPPM and the applicable Formation Agreements as part of the Formation Transactions have been made or given as required (other than filings required under state securities laws); the offer and issuance by the Company of the Formation Stock is exempt from the registration requirements of Section 5 of the Act; (xv) each of the Articles of Merger described on Schedule V hereto have been filed with the Secretary of State of the States of Delaware and Wisconsin, as applicable, and, on or prior to the Closing Date, the mergers described therein are effective under Delaware law and Wisconsin law, as applicable; and (xvi) the merger of Great Lakes with and into Great Lakes Services, LLC will be a reorganization within the meaning of Section 368(a) of the Code. In addition, such counsel shall state: In our capacity as counsel for the Company, we have participated in conferences with officers and other representatives of the Company, the independent public accountants for the Company, the representative of the Underwriters, and counsel to the Underwriters during which the contents of the Registration Statement and the Prospectus and related matters were discussed. In addition, in the course of acting as counsel to the Company in connection with the preparation by the Company of the Registration Statement and Prospectus, we reviewed the Registration Statement and the Prospectus. Although we are not passing on and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in paragraph (vi) above, we have no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to the Closing Date (other than the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included therein, as to which we express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and notes thereto, and the other financial and statistical data included therein, as to which we express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the Closing Date, either of the Registration Statement or the Prospectus or any further amendment or 27 supplement thereto made by the Company prior to the Closing Date (other than the financial statements and notes thereto, and the other financial and statistical data included therein, as to which we express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made (with respect only to the Prospectus), not misleading. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries and public officials and, as to certain matters governed by Delaware law (to be set forth in such counsel's opinion), on the opinion of Morris, Nichols, Arsht & Tunnell and, as to matters governed by Wisconsin law, on the opinion of Godfrey & Kahn, S.C. Each of the opinions of Morris, Nichols, Arsht & Tunnell and Godfrey & Kahn, S.C. shall state that the Representative and the Underwriters' counsel may rely such opinion. References to the Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date. (c) The Representative shall have received from Hunton & Williams LLP, counsel for the Underwriters, such opinion or opinions, dated as of the Closing Date and each settlement date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters customarily addressed in such transactions, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Hunton & Williams LLP may rely upon the opinions of Morris, Nichols, Arsht & Tunnell and Godfrey & Kahn, S.C. referred to above. (d) The Company shall have furnished to the Representative a certificate on behalf of the Company, signed by the Chairman of the Board, Chief Executive Officer or the President and the principal financial or accounting officer of the Company, dated as of the Closing Date and each settlement date, to the effect that the signers of such certificate have reviewed the Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in 28 the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (e) Great Lakes shall have furnished to the Representative a certificate on behalf of Great Lakes, signed by the Chairman of the Board, Chief Executive Officer or the President and the principal financial or accounting officer of Great Lakes, dated the Closing Date, to the effect that (i) the signers of such certificate have reviewed the Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that the representations and warranties of Great Lakes in this Agreement are true and correct as of a time immediately prior to the Closing Date with the same effect as if made immediately prior to the Closing Date and (ii) since the date of the most recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Great Lakes and the Predecessor Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (f) At the Execution Time, the Closing Date and each settlement date, the Representative shall have received letters from each of Deloitte & Touche LLP (with respect to the Company and "Great Lakes Predecessor," as such term is defined in the Registration Statement) and Rubin, Brown, Gornstein & Co. LLP (with respect to Wisconsin Dells LLC and Sandusky LLC) dated respectively as of the Execution Time, the Closing Date and any such settlement date, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. Such letters shall address the audited financial statements, unaudited interim financial statements, pro forma financial statements (in the case of Deloitte & Touche LLP's letter), and shall provide customary negative assurances. At the Execution Time, the Closing Date and each settlement date, the Representative shall have also received an "agreed-upon procedures" letter from Rubin, Brown, Gornstein & Co. LLP (with respect to certain financial information and financial statements of Wisconsin Dells LLC and Sandusky LLC as of, and for the three-month period ended, September 30, 2004) dated respectively as of the Execution Time, the Closing Date and any such settlement date, in form and substance satisfactory to the Representative. With respect to such letters received on the Closing Date and each settlement date, the affirmation of statements made in the letters previously furnished shall be as of a date not more than three (3) Business Days prior to such Closing Date or settlement date. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business, properties or prospects of the Company, the Subsidiaries, Great Lakes and the Predecessor Subsidiaries, taken as a whole, whether or not arising from transactions 29 in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto); or (iii) any suspension or material limitation by the Commission of trading in the Common Stock on NASDAQ. (h) Subsequent to the Execution Time, there shall not have been a downgrading in the rating, if any, of any debt securities of the Company by a "nationally recognized statistical rating organization" (as defined for the purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating). (i) On or prior to the Closing Date and each settlement date, the Company shall have furnished to the Representative such further information, certificates, opinions and documents as the Representative may reasonably request. (j) On or prior to the Closing Date, the Company shall have executed a $75.0 million senior secured revolving credit facility. (k) On or prior to the Execution Time, the Representative shall have received a lock-up letter substantially in the form of Exhibit A attached hereto from each executive officer and director (both current and proposed) of the Company. (l) At the Closing Date, the Securities shall have been approved for listing on NASDAQ, subject only to official notice of issuance. (m) The Company shall have requested and caused King & Spalding LLP, counsel for the Company, to have furnished to the Representative a blue sky memorandum, dated the Closing Date and addressed to the Representative, relating solely to the offering and issuance of Formation Stock. Such blue sky memorandum shall be, in form and substance, reasonably satisfactory to the Representative's counsel. (n) The NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (o) Nothing has occurred that would prevent the completion of all Formation Transactions, except for the registration of any shares of Common Stock pursuant to the Registration Rights Agreement filed as an exhibit to the Registration Statement. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions, letters or certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in 30 form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date or the related settlement date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The Representative in its sole discretion may waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of a Closing Date or otherwise. The documents required to be delivered by this Section 6 shall be delivered at the office of King & Spalding LLP, 191 Peachtree Street, Atlanta, Georgia 30303, on the Closing Date or the related settlement date. 7. Reimbursement of Underwriters' Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the Representative on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel not to exceed $250,000) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities without duplication of expenses otherwise owed to the Underwriters pursuant to any engagement letter and actually reimbursed pursuant thereto. 8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have. 31 (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representative specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth in the last paragraph of the cover page regarding delivery of the Securities and, under the heading "Underwriting", (i) the list of Underwriters and their respective participation in the sale of the Securities, (ii) the sentences related to concessions and reallowances (iii) the paragraph related to the offer and sale of the Securities in foreign jurisdictions, (iv) the paragraph related to electronic distribution of the Prospectus and allocation for the electronic distribution of the Securities and (v) the paragraphs related to short sales, stabilization, syndicate covering transactions and penalty bids in the Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Preliminary Prospectus or the Prospectus. (c) The Company agrees to indemnify and hold harmless Citigroup Global Markets Inc., the directors, officers, employees and agents of Citigroup Global Markets Inc. and each person, who controls Citigroup Global Markets Inc. within the meaning of either the Act or the Exchange Act ("Citigroup Entities"), from and against any and all losses, claims, damages and liabilities to which they may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), insofar as such losses, claims damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus or any Preliminary Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus or any applicable Preliminary Prospectus, not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of the securities which immediately following the Effective Date of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, except that this clause (iii) shall not apply to the extent that such loss, claim, damage or liability is finally judicially determined to have resulted primarily from the gross negligence or willful misconduct of the Citigroup Entities. (d) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a), (b) 32 or (c) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a), (b) or (c) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ not more than one separate counsel (in addition to any reasonably necessary local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to paragraph (c) above hereof in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any reasonably necessary local counsel) for Citigroup Global Markets Inc., the directors, officers, employees and agents of Citigroup Global Markets Inc., and all persons, if any, who control Citigroup Global Markets Inc. within the meaning of either the Act or the Exchange Act for the defense of any losses, claims, damages and liabilities arising out of the Directed Share Program. (e) In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company and one or more of the Underwriters may be subject in 33 such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (e), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (e). 9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Company shall immediately notify the Representative, and the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto, the remaining 34 Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Underwritten Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five (5) Business Days, as the Representative shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. 10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representative, by written notice given to the Company prior to delivery of and payment for the Securities, (a) if at any time prior to such time (i) trading in the Company's Common Stock shall have been suspended or materially limited by the Commission or NASDAQ, (ii) trading in securities generally on the NYSE or NASDAQ shall have been suspended or limited or minimum prices shall have been established on such exchange, (iii) a banking moratorium shall have been declared either by Federal or New York State authorities, (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity, crisis, change or development the effect of which on financial markets is such as to make it, in the sole judgment of the Representative, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Prospectus (exclusive of any supplement thereto), or (v) if there has been, since the Execution Time or since the respective dates as of which information is given in the Prospectus, a Material Adverse Effect or (b) as provided in Sections 6 and 9 of this Agreement. 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company, Great Lakes or their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or Great Lakes or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or 35 telefaxed to the Citigroup Global Markets Inc. General Counsel (fax no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to Great Wolf Resorts, Inc. General Counsel (fax no.:(608) 251-6800) with a copy to King & Spalding LLP, Attention: Alan J. Prince, and confirmed to Great Wolf Resorts, Inc., 122 West Washington Avenue, Madison, Wisconsin 53703, Attention: J. Michael Schroeder, General Counsel and Corporate Secretary. 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 15. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. 16. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof. 17. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or become effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Material Adverse Effect" shall mean a material adverse effect on the condition (financial or otherwise), prospects, earnings, business, properties or 36 assets of the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries, taken as a whole whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplements thereto). "Preliminary Prospectus" shall mean any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean the prospectus relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Securities included in the Registration Statement at the Effective Date. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. "Rules" shall mean the rules and regulations of the Commission promulgated under the Act or the Exchange Act, as applicable. "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the Act. "Rule 430A Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. "United States or Canadian Person" shall mean any person who is a national or resident of the United States or Canada, any corporation, partnership, or other entity created or organized in or under the laws of the United States or Canada or of any political subdivision thereof, or any estate or trust the income of which is subject to United States or Canadian Federal income taxation, regardless of its source (other than any non-United States or non-Canadian branch of any United States or Canadian Person), and shall include any United States or Canadian branch of a person other than a United States or Canadian Person. 37 "U.S." or "United States" shall mean the United States of America (including the states thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. [SIGNATURES ON THE FOLLOWING PAGES] 38 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Great Lakes and the several Underwriters. Very truly yours, GREAT WOLF RESORTS, INC. By: -------------------------------- Name: Title: THE GREAT LAKES COMPANIES, INC. By: -------------------------------- Name: Title: [Signature Page for the Underwriting Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. By: ----------------------------------------- Name: Title: For itself and the other several Underwriters named in Schedule I to the foregoing Agreement. [Signature Page for the Underwriting Agreement] SCHEDULE I

Number of Underwritten Securities Number of Securities Underwriters to be Purchased Reserved for the DSP - ------------ --------------- ------------------- Citigroup Global Markets Inc. .................... A.G. Edwards & Sons, Inc. ........................ Raymond James & Associates, Inc. ................. Calyon Securities (USA) Inc. ..................... Societe Generale ................................. ThinkEquity Partners LLC ......................... ---------- ---------- TOTAL ................................... ========== ==========

SCHEDULE II-A PREDECESSOR SUBSIDIARIES PRIOR TO THE CLOSING DATE SCHEDULE II-B COMPANY SUBSIDIARIES PRIOR TO THE CLOSING DATE SCHEDULE II-C COMPANY SUBSIDIARIES ON AND AFTER THE CLOSING DATE SCHEDULE III RIGHTS TO PURCHASE OR SUBSCRIBE FOR SHARES OF COMMON STOCK SCHEDULE IV FORMATION AGREEMENTS SCHEDULE V TITLE REPORTS EXHIBIT A FORM OF LOCK-UP LETTER [LETTERHEAD OF OFFICER, DIRECTOR OR MAJOR SHAREHOLDER OF CORPORATION] Great Wolf Resorts, Inc. Public Offering of Common Stock , 20__ Citigroup Global Markets Inc. As Representative of the several Underwriters, [c/o Citigroup Global Markets Inc.] 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), among Great Wolf Resorts, Inc., a Delaware corporation (the "Company"),The Great Lakes Companies, Inc., a Wisconsin corporation, and you as representative of a group of Underwriters named therein, relating to an underwritten public offering (the "Public Offering") of Common Stock, $ 0.01 par value (the "Common Stock"), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting Agreement. Notwithstanding the foregoing, nothing in this letter agreement shall prohibit or otherwise restrict the undersigned from making (i) a transfer of shares of Common Stock to a transferee or transferees as a bona fide gift or gifts, provided the transferee or transferees thereof agree in writing to be bound by this letter agreement, (ii) a pledge of shares of Common Stock, provided the pledgee or pledgees thereof agree in writing to be bound by the terms of this letter agreement, (iii) a transfer of shares of Common Stock to the Company in satisfaction of an obligation to indemnify the Company under and pursuant to an indemnification agreement. In addition, any shares of Common Stock acquired by the undersigned in the open market will not be subject to this letter agreement; provided that no filing by any party under the Securities Exchange Act of 1934 shall be required or shall be voluntarily made in connection with subsequent sales of any such shares of Common Stock acquired in the open market. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [SIGNATURE OF OFFICER, DIRECTOR OR MAJOR STOCKHOLDER] [NAME AND ADDRESS OF OFFICER, DIRECTOR OR MAJOR STOCKHOLDER] EX-10.4 3 g90285a3exv10w4.txt EX-10.4 TALL PINES EXCLUSIVE LICENSE AND ROYALTY AGREEMENT EXHIBIT 10.4 Confidential Treatment Requested; Portion Omitted Filed Separately with the Securities and Exchange Commission TALL PINES EXCLUSIVE LICENSE AND ROYALTY AGREEMENT This Tall Pines Exclusive License and Royalty Agreement (this "Agreement") is entered into by Tall Pines Development Corporation, a Wisconsin Corporation ("Tall Pines") and The Great Lakes Companies, Inc., a Wisconsin corporation ("Great Lakes"). Tall Pines and Great Lakes are referred to collectively as the "Parties" and each individually as a "Party". BACKGROUND Great Lakes and Tall Pines entered into a Development Agreement (Master) dated October 5,1998 (the "Master Agreement"), as amended by Amendment to Master Agreement, dated November 8,1999, which provided for the development by Great Lakes of hotel facilities with indoor and outdoor water amenities similar to or based on those of the Black Wolf Lodge Development located in Wisconsin Dells, Wisconsin (now known as the "Great Wolf Lodge"). The Parties also entered into certain Geographic Development Agreements under the Master Agreement relating to specific Developments identified in EXHIBIT A (collectively, the "Geographic Development Agreements"). Pursuant to the Master Agreement and the Geographic Development Agreements, Tall Pines agreed, among other things, to disclose certain Confidential Information (hereinafter defined) to Great Lakes for use by Great Lakes and certain other parties in connection with the development, ownership and operation of Developments and in consideration for the disclosure of such Confidential Information, Great Lakes agreed to pay Tall Pines a fee calculated as a percentage of Revenues (hereinafter defined) earned by the Development(s). The Parties now wish to terminate the Master Agreement and the Geographic Development Agreements and to replace those agreements with this Agreement. The Parties agree as follows: 1. DEFINITIONS. The following terms have the meanings indicated below: 1.1 "ADJUSTED FOR INFLATION": Defined in Section 5.5. 1.2 "AFFILIATE": With respect to any Person, any Person controlling, controlled by or under common control with, whether by virtue of ownership or otherwise, such Person. Affiliates of each Party include: (i) any direct or indirect partner, member or shareholder of such Party, and (ii) any Person that would constitute an Affiliate of any Person described in the immediately foregoing sentence. For purpose of this definition, the term "control" (including, with correlative meanings, the terms "controlling", "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 1.3 "AVAILABLE ROOM": A sleeping room available on a daily basis to hotel guests for overnight rental. 1.4 "BASE DEVELOPMENT FEES": Defined in Section 5.2. 1.5 "CASH-ON-CASH RETURN ON EQUITY": For a given period, an amount equal to the product of one hundred (100) and a fraction, the numerator of which is the total cash earned by all owners of any equity interest in the relevant entity and the denominator of which is the total cash and non-cash capital contributions made to such entity to the date of calculation, stated as a percentage. 1.6 "CONFIDENTIAL INFORMATION": All information that is or has been disclosed by Tall Pines, either orally or in writing, to Great Lakes in the performance of Tall Pines' duties and obligations under the Master Agreement or any Geographic Development Agreement, which relates io the Wisconsin Dells Lodge, including its operating systems, financial information, historical costs, historical revenues, historical expenses, or marketing programs. 1.7 "DEFAULT RATE": A rate of interest equal to four (4) percentage points above the prime rate (as announced as of the first day on which the Default Rate is applicable by Citibank N.A., or its successor). 1.8 "DESIGNEE": With respect to any Person, an Affiliate or permitted assignee of such Person, including any Person authorized by Great Lakes to develop, own, and/or operate a Development, whether pursuant to a license, franchise agreement, operating agreement, or other contract, agreement or arrangement. 1.9 "DESIGNS": The plans, specifications, blueprints, drawings, appearance, layout, and developmental design of the Wisconsin Dells Lodge, inclusive of plans and specifications for associated Water Amenities. 1.10 "DEVELOPMENT FEES": The Base Development Fees and Incentive Development Fees payable by Great Lakes to Tall Pines pursuant to Sections 5.2 and 5.3 of this Agreement, respectively. 1.11 "DEVELOPMENT LOCATION": The site at which a Development is or is proposed to be located. 1.12 "DEVELOPMENT": a Property that is developed by Great Lakes or its Designee. 1.13 "DEVELOPMENT FEE PAYMENT PERIOD": A period commencing on the opening of a Development for business and, notwithstanding the Term of this Agreement, ending ten years thereafter, or such earlier date on which this Agreement is terminated because of a material, uncured breach by Tall Pines. 1.14 "EFFECTIVE DATE": July 26, 2004. 2 1.15 "FISCAL YEAR": For each Development, the fiscal year used by Great Lakes or its Designee for such Development, as the same may be amended from time to time. 1.16 "GROSS OPERATING PROFIT": For each Development, a sum equal to Revenues minus all expenses from operations (excluding depreciation, amortization, management fees, central reservation fees, real, and personal property taxes, leasehold rent paid, property insurance, replacement reserves, Development Fees and debt service) for a Fiscal Year. However, expenses that are directly related to revenues that are excluded from the definition of "Revenues" below (e.g., expenses directly related to food and beverage sales) will also be excluded from the calculation of Gross Operating Profit. 1.17 "INFLATION INDEX": The United States City Average Price Index for All Urban Consumers for all Items (Base Year 1982-1984), as published by the United States Department of Labor, Bureau of Labor Statistics from time to time. 1.18 "INTERNATIONAL DEVELOPMENT": Any Development located outside of the United States (including its territories and possessions) or Canada. 1.19 "ON-SITE CONSULTING": Consulting services provided by all or any of the Tall Pines Principals, at or in close proximity to any Development Location. 1.20 "PERSON": A natural person or an entity. 1.21 "PROPERTY": A property that includes long-term or short term dwelling units and that incorporates Water Amenities, regardless of the legal or financial structure employed, including hotels, resorts, condominiums, apartments, community associations, time shares, partnerships, vacation clubs, or other fractional ownership or similar arrangements. 1.22 "REVENUES": (i) The total United States dollar equivalent amount earned by Great Lakes or its Designee from guest room revenues, revenue from forfeitures of room deposits, games, water park rentals and usage fees, and retail sales at a Development or the Developments, as the context requires, but not including revenues from food or beverage sales, telephones, meeting room rentals, or non-game vending revenues. In computing Revenues, no costs incurred in operating Developments or (except as set forth in this section 1.22) in selling, advertising, promoting, or distributing any goods or services will be deducted from Revenues, nor will any deductions be made for uncollectible accounts, (ii) In the case of a Development which includes or consists of a condominium or fractional-interest condominium, Revenues will include the gross room revenue generated by all condominium units and fractional-interest units for which rental management agreements are entered into by Great Lakes or its Designee within 180 days of the original sales of such units, (iii) In the case of a Development which includes or consists of timeshare units, condominium units or fractional-interest condominium units for which rental management agreements are not entered into by Great Lakes or its Designee within 180 days of the original sales of such units 3 (collectively, the "Unmanaged Units"), Revenues will include the sales price for the Unmanaged Units sold by Great Lakes or its Designee (net of selling costs up to a maximum of thirty-five percent of the gross sales price), and gross room revenue generated by all timeshare units subject to timeshare rental management agreements with Great Lakes or its Designee. (iv) In the event Great Lakes, its Designee or a Great Lakes Affiliate, as the case may be, sells, transfers or assigns its right to manage a property, the consideration or value received shall be considered Revenue for purposes of this Agreement. 1.23 "SANDUSKY DEVELOPMENT": The Great Wolf Lodge Development owned by an Affiliate of Great Lakes and located at 4600 Milan Road, Sandusky, Ohio. 1.24 "SHEBOYGAN DEVELOPMENT": The Blue Harbor Resort(TM) Development owned by an Affiliate of Great Lakes and located at 725 Blue Harbor Drive, Sheboygan, Wisconsin. 1.25 "TALL PINES PRINCIPALS": Andrew J. Waterman, John D. Waterman, Andrew W. Waterman, Ben C. Borcher, Judith A. Waterman, and Mary E. Waterman. 1.26 "TERM": The period commencing on the Effective Date and ending on October 31, 2018. 1.27 "TERRITORY": Worldwide. 1.28 "TRAVERSE CITY DEVELOPMENT": The Great Wolf Lodge Development owned by an Affiliate of Great Lakes and located at 3575 North Highway 31 South, Traverse City, Michigan. 1.29 "VISIBLE COMMENCEMENT OF CONSTRUCTION": For a Development or a Property, the point in time at which, at a minimum, initial clearing, grading or other like processes shall have occurred on the site of the Development in accordance with plans and specifications submitted to and approved by the appropriate governmental authorities. 1.30 "WATER AMENITIES": Large, water-based attractions commonly located in commercial water amusement parks, indoor or outdoor, including water slides, "lazy river" inner tube rides, and wave pools, but specifically excluding indoor and outdoor pools and related amenities (e.g. diving boards, water basketball equipment, water volleyball equipment, and personal flotation devices) commonly developed and operated by major hotel or motel chains, or the franchisees of same. 1.31 "WILLIAMSBURG DEVELOPMENT": The Great Wolf Lodge Development owned by an Affiliate of Great Lakes and located at 559 East Rochambeau Drive, Williamsburg, Virginia. 4 1.32 "WISCONSIN DELLS LODGE": The hotel development with Water Amenities owned by an Affiliate of Great Lakes and located at 1400 Great Wolf Drive, Lake Delton, Wisconsin. 2. GRANT OF LICENSE; RIGHTS OF THE PARTIES; DEVELOPMENTS. 2.1 Tall Pines grants to Great Lakes an irrevocable, exclusive (except as otherwise set forth in Section 2.4 of this Agreement), perpetual, world-wide license to use the Confidential Information. 2.2 The Parties agree that as between them, Great Lakes (a) except as otherwise may be set forth expressly herein, has the exclusive right to construct, establish, develop, open, own, operate and maintain Properties, anywhere in the world and (b) has exclusive rights to use the Confidential Information and Designs. Great Lakes may cause all or any of its rights under this Agreement to be assigned to, or its obligations under this Agreement to be performed by, its Designee or Designees, but the rights and obligations of Designees are subject to the terms of this Agreement. 2.3 The Parties acknowledge and agree that in consideration for the payments and obligations described in the Master Agreement and this Agreement and for other good and valuable consideration. Great Lakes has acquired all intellectual property rights in or pertaining to the Designs, including copyright. 2.4 Neither Tall Pines nor its principals, agents, affiliates, or assigns, shall use or make available to any third party the Designs or, during the Term, any Confidential Information, for any purpose, except that, during the Term, Tall Pines or the Tall Pines Principals may use Confidential Information (but not the Designs) as follows: (i) other than in connection with the development of a Property; (ii) in connection with a Property developed in accordance with Section 2.6 of this Agreement; (iii) in connection with the operation of a "Moose Jaw" brewpub and restaurant in Lake Delton, Wisconsin, and a "Timber Falls" miniature golf and outdoor thrill ride attraction in Wisconsin Dells, Wisconsin; and (iv) in connection with the design and manufacture of furniture. Nothing in this Agreement shall be construed to prohibit or limit the rights of the Tall Pines Principals to continue as investors in the Copacabana resort in Lake Delton, Wisconsin. The limitations on the use of Confidential Information applicable to Tall Pines and its principals, agents, affiliates and assigns that are set forth in this Section 2.4 shall not apply to Andrew W. Waterman from and after the day that is five (5) years after the Effective Date 2.5 "RIGHTS AGAINST THIRD PARTIES": Great Lakes shall have full right and authority to take all appropriate measures at Great Lakes' expense to enforce, throughout the world, all ownership rights associated with the Confidential Information, on its own behalf and on behalf of Tall Pines. Upon written request from and at the sole cost and expense of Great Lakes, Tall Pines shall join in and reasonably 5 cooperate with respect to any such measures from time-to-time. Tall Pines shall have no right to approve the selection of Great Lakes' legal counsel or other advisors or consultants used in connection with such measures, nor of the measures employed or not employed, nor the manner in which employed. However, Tall Pines may, upon written request, receive copies of written communications and documents related to such measures. In the event Tall Pines becomes a party to any enforcement or declaratory judgment action related to measures undertaken by Great Lakes pursuant to this Section 2.5, Tall Pines may choose its own legal counsel and Great Lakes shall indemnify it for the reasonable fees and costs, including reasonable legal fees and expert witnesses it incurs in such action; provided, however, that in no event shall Great Lakes be required to indemnify Tall Pines for any fees or costs incurred in connection with the defense of a legal action arising out of the wrongful action of Tall Pines or any of the Tall Pines Principals. 2.6 "LIMITED RIGHT OF TALL PINES TO DEVELOP PROPERTIES": If Tall Pines or the Tall Pines Principals wish to develop a Property, such Property must be at least 200 miles (unless otherwise waived by Great Lakes) from the nearest Development, and the right of Tall Pines or the Tall Pines Principals to develop the proposed Property will be subject to the right of first refusal of Great Lakes provided for in this Section. If Tall Pines wishes to develop a Property in accordance with this Section, it must first give written notice to Great Lakes (a "TP Property Notice"), setting forth the location of the proposed Property, the anticipated date on which the Property will open for business, and other pertinent information (including a description of the proposed Property). Great Lakes will have a right of first refusal to develop a Development at the location specified in the TP Property Notice, or at any other location within 200 miles of such location, which right must be exercised by Great Lakes by delivering written notice of such exercise (an "Exercise Notice") to Tall Pines within ninety (90) days following receipt of the TP Property Notice. If Great Lakes has not delivered an Exercise Notice within such ninety (90) day period, then Tall Pines (or the Tall Pines Principals) may commence development qf the proposed Property at the location specified in the TP Property Notice; provided, however, that the Designs shall not be used in connection with the development of such Property, nor shall Tall Pines, the Tall Pines Principals, nor such Property in any way infringe upon the intellectual or other property rights of Great Lakes including, the registered and unregistered trademark rights and copyrights associated with Great Lakes' Great Wolf Lodge(R) and Blue Harbor Resort (TM) resort brands. If Great Lakes does not commence Visible Commencement of Construction and continue progress in developing the proposed Property at the specified location within two (2) years following delivery of the TP Property Notice, then Tall Pines (or the Tall Pines Principals) may commence development of the proposed Property at the location specified in the TP Property Notice within four (4) years following delivery of the TP Property Notice. If Tall Pines (or the Tall Pines Principals) does not commence Visible Commencement of Construction of the proposed Property at the specified location within two (2) years following delivery of the TP Delivery Notice, or within four (4) years following such delivery in the event that Great Lakes fails to 6 commence Visible Commencement of Construction in the timeframe specified hereinabove, then the right of Tall Pines (or the Tall Pines Principals) to develop a Property at the proposed location will once again be subject to the right of first refusal of Great Lakes under this Section. The limitations on Tall Pines and its principals, agents, affiliates and assigns that are set forth this Section 2.6 shall not apply to Andrew W. Waterman from and after the day that is five (5) years after the Effective Date. 3. RESPONSIBILITIES OF GREAT LAKES. 3.1 Great Lakes or its Designee will be solely responsible for the designation, location, construction, establishment, development, opening, operation and maintenance of each Development, except as specifically noted below. 3.2 Great Lakes will be solely responsible to do the following in connection with each of its Developments (whether directly or through contractual arrangements with others if and to the extent Great Lakes deems necessary or prudent): (a) Establish and execute a program to designate, locate, develop, open and operate the Development; (b) Identify and evaluate potential Development Locations for the Development, including performing all market studies and analyses in connection therewith; (c) Secure all contracts, government approvals, permits and other rights necessary to acquire rights to the Development Location for the establishment and operation of the Development; (d) Ensure compliance with all local, state and federal governmental rules, ordinances, statutes, regulations and other requirements for the establishment and operation of the Development, including zoning, title, survey, utility, geotechnical, environmental and other requirements; (e) Manage, maintain and operate the Development and coordinate its construction and design, including selecting and supervising contractors and managing the ordering and installation of furnishings, fixtures and equipment; (f) Develop projections for occupancy, rate, development cost, debt and operating expenses to develop financial projections and proformas for the Development; (g) Negotiate and secure all financing for the Development; (h) Provide in-house and on-site construction management services for the Development; (i) Develop and execute a marketing plan for the Development; (j) Hire and train staff for the Development; and (k) Provide ongoing property management and asset management for the Development. 4. TALL PINES ASSISTANCE. 4.1 RESPONSIBILITIES OF TALL PINES. To enable Great Lakes to enjoy the benefits of this Agreement and establish and open and operate the Developments, Tall Pines will, at the written request of Great Lakes, use its best efforts to do all of the following: (a) Assist Great Lakes in the physical planning and programming of each Development including layout, design, configuration, furnishing, and all other relevant factors; (b) Assist Great Lakes in developing operating, marketing and merchandising plans for each Development; and (c) Assist Great Lakes in developing operating proformas for each Development. 4.2 ON-SITE CONSULTING. Tall Pines agrees, upon the written request of Great Lakes, to provide On-Site Consulting for subsequent Developments developed by Great Lakes, at a rate of one hundred dollars ($ 100.00) per hour, per person performing such On-Site Consulting, plus the payment or reimbursement of Tall Pines Principals' reasonable out-of-pocket expenses incurred in connection therewith for lodging, meals and travel (excluding first class air fare), payable within thirty (30) days after an invoice for such fees is issued by Tall Pines. 4.3 CONTROL OF TALL PINES. Tall Pines represents and warrants that, as of me Effective Date, the Tall Pines Principals have absolute, unfettered discretion to manage the affairs of Tall Pines and that no other Person holds any approval or veto rights over any decision of Tall Pines. 8 4.4 LIMITATIONS. Great Lakes will have exclusive rights and responsibilities with respect to the designation, approval, construction, development, opening, operation, financing or marketing of the Developments other than as specifically set forth in this Section 4. Neither Tall Pines nor any Tall Pines Principal will be required to make any cash or cash equivalent investment or execute any personal guarantee, security agreement or similar collateral or performance agreement, in connection with any Development. 5. STATEMENTS AND PAYMENTS. 5.1 CONSULTING FEES. Great Lakes will pay to Tall Pines and/or the Tall Pines Principals, as requested by Great Lakes, consulting fees for consulting services requested by Great Lakes in writing, at the rate provided in Section 4.2. 5.2 BASE DEVELOPMENT FEES. In consideration of, among other things, the matters enumerated in 2.1,2.2 and 2.3, Great Lakes agrees that for each Development developed by Great Lakes or its Designee, Great Lakes will pay to Tall Pines the following Base Development Fees: (a) The Base Development Fees for each of the Developments will be an amount equal to one percent (1 %) of annual Revenues of each Development, except as provided in Sections 5.2(b), (c) and (d). Unless otherwise agreed in writing, the Base Development Fees for each Development shall be paid for the duration of the applicable Development Fee Payment Period notwithstanding the expiration or termination of this Agreement, except in the case of termination by Great Lakes under Section 7.2 as a result of a material, uncured breach by Tall Pines. (b) In the case of any International Development in which Great Lakes and its Affiliates collectively own 25% or less of the common equity interests, the Base Development Fees for such International Development will be an amount equal to one-half of one percent (0.5%) of annual Revenues of that Development. Such Base Development Fees shall be paid for the term of the applicable Development Fee Payment Period, notwithstanding the expiration or termination of this Agreement, except in the case of termination by Great Lakes under Section 7.2 as a result of a material, uncured breach by Tall Pines. (c) The Base Development Fees for the Sandusky Development, the Traverse City Development, and the Williamsburg Development are specified in EXHIBIT C and payable during the term of the Development Fee Payment Period for each such Development notwithstanding the expiration or termination of this Agreement, except in the case of termination by Great lakes under Section 7.2 as a result of a material, uncured breach by Tall Pines. (d) No Base Development Fees or other Development Fees will be payable with respect to the Wisconsin Dells Lodge or the Sheboygan Development. 9 (e) The Base Development Fees for each Development open for business prior to the Effective Date will be payable through the date specified for that Development on EXHIBIT B, except in the case of termination by Great Lakes under Section 7.2 as a result of a material, uncured breach by Tall Pines (f) In the case of any Development owned and operated by Great Lakes or one of its Affiliates or a Designee and open for business after the Effective Date, the Base Development Fees shall be payable during the Development Fee Payment Period applicable to such Development Development Fees shall be payable to Tall Pines notwithstanding any assignment, transfer, sale, merger or any corporate restructuring and shall be due and payable by Great Lakes to Tall Pines and shall, unless otherwise agreed in writing be due and payable notwithstanding any assumption of responsibility by a third party. (g) If Great Lakes enters into an agreement with a Designee that gives the Designee the right to terminate payments to Great Lakes or one of its Affiliates prior to the tenth anniversary of the commencement of such payments, and the Designee exercises its right to terminate such payments, then Great Lakes may request in writing that Tall Pines consent to the termination of the obligations to make payments of Development Fees for such Development. Tall Pines hereby expressly consents to the termination of Great Lakes and its Designee's obligations to make payments of Development Fees for the Niagara Falls Development upon the expiration or earlier termination of a certain License Agreement dated January 30, 2004, between Great Lakes, as licensor, and Jim Pattison Entertainment Ltd., as licensee, provided that one-third of any termination fee or similar payment or payments received by Great Lakes in connection with such termination shall be paid to Tall Pines. (h) The Base Development Fees for each, Development will be payable monthly, in arrears, within thirty (30) days after the end of each month. 5.3 INCENTIVE DEVELOPMENT FEES. Incentive Development Fees will be payable with respect to the Sandusky Development, in accordance with EXHIBIT C. 5.4 CURRENCY. All sums referred to in this Agreement will be payable in U.S. dollars. If payments are due on Revenues earned in any foreign country, Great Lakes will be responsible for converting the amounts into U.S. dollars, and Great Lakes will be responsible for all costs, if any, associated with such conversion. 5.5 INFLATION ADJUSTMENTS. Whenever any provision of this Agreement requires that an amount be Adjusted for Inflation, such adjustment will be based on the Inflation Index. The amount of the adjustment will be determined by multiplying the amount to be adjusted by a fraction, the denominator of which is the Inflation Index for the month in which the Effective Date occurs and the numerator of which is the Inflation Index for the month immediately prior to the month for which the adjustment for inflation is to be made. If the Inflation Index is discontinued, then there will be substituted therefore a comparable index for use 10 in calculating changes in the cost of living or purchasing power of consumers published by any other governmental agency, major bank, financial institution, or university or by another recognized financial publication, with such adjustments as are reasonably necessary to produce substantially the same results as would have been obtained under the unavailable index. 5.6 INTEREST. If any payment required to be made under this Agreement is not paid when due, Great Lakes will pay to Tall Pines interest on the delinquent payment at the Default Rate until such payment is made, in addition to any other remedy available to Tall Pines. 5.7 STATEMENTS. On or before the thirtieth (30th) day after the end of each calendar quarter during the Term, regardless of whether any Revenues have been earned during the reporting period, Great Lakes will submit to Tall Pines a full and accurate statement showing the amount, by category, of Revenues for each of the Developments open for business during such quarter, including a break-out by Development, and such other information relevant to Development Fees as Tall Pines may reasonably require. All such quarterly statements will be certified as complete and accurate, to the best knowledge of Great Lakes' Chief Financial Officer. 5.8 REPORTS. Annually, within one hundred twenty (120) days of the end of each Fiscal Year during the Term and within one hundred twenty (120) days after the end of the Fiscal Year immediately following the expiration or termination of this Agreement, Great Lakes will deliver to Tall Pines an annual statement covering the operation of the Developments for the period then ended, prepared in accordance with U. S. Generally Accepted Accounting Principles, consistently applied, and certified as accurate, to the best knowledge of Great Lakes' Chief Financial Officer. 5.9 RECORDS. Great Lakes will keep accurate books of account and records in a form reasonably acceptable to Tall Pines covering transactions relating to each of its Developments. Tall Pines will have the right to examine or audit any or all such books of account and records and to make copies and extracts therefrom, all at Tall Pines' sole cost and expense. Great Lakes will provide Tall Pines with reasonable access to such books and records during normal business hours. Great Lakes will cause such books and records to be maintained for a period of at least two (2) years or such longer period as may be required by law, except that if a dispute arises between Great Lakes and Tall Pines prior to the expiration of any such two (2) year period relating to the content of such books and records or any payments for the time period reflected in such books and records, then Great Lakes will maintain such books and records until the dispute is resolved. 5.10 DISCREPANCIES. If any audit conducted by or on behalf of Tall Pines concerning a Development owned and operated by Great Lakes discloses an underpayment to Tall Pines of any amount due and payable to Tall Pines under this Agreement, Tall Pines will give notice of the amount of such underpayment to Great Lakes, 11 and Great Lakes will either (a) promptly pay the amount of the underpayment, together with interest thereon at the Default Rate computed from the date the payment was originally due and, if the amount of such underpayment is five percent (5%) or more, together with the reasonable costs of the audit which disclosed the underpayment; or (b) promptly dispute the amount of or existence of any underpayment and/or the reasonableness of the costs of such audit, and promptly (i) pay to Tall Pines any undisputed amount of the underpayment, together with interest thereon at the Default Rate computed from the date the payment was originally due, and (ii) pay into escrow any disputed portion of the amount Tall Pines alleges was underpaid, together with interest thereon at the Default Rate computed from the date the payment was originally due, until such dispute is resolved. 5.11 OPENING DATE. Great Lakes will notify Tall Pines of the opening of a Development for business, within ten (10) days after the opening. 6. GOVERNMENT APPROVALS. Great Lakes or its Designee will make or obtain, at its expense, all necessary or appropriate government filings, approvals, applications, and/or registrations with respect to construction and operation of the Developments and will promptly furnish Tall Pines with copies of such documentation upon written request. Each Development will be constructed, established, opened, operated maintained and marketed in compliance with all applicable laws and regulations. 7. TERMINATION; REMEDIES. 7.1 TALL PINES' RIGHTS TO TERMINATE. Tall Pines will have the right to immediately terminate this Agreement and/or to pursue all remedies available at law or in equity if: (a) Great Lakes breaches its payment obligation under this Agreement, and such breach is not cured within sixty (60) days after receipt of written notice of the breach from Tall Pines; or (b) Great Lakes breaches one of its material obligations under this Agreement (other than its payment obligation), and such breach is not cured within ninety (90) days after receipt by Great Lakes of written notice of the breach from Tall Pines (or, if the breach reasonably requires more than ninety (90) days to cure, if Great Lakes does not commence action to cure the breach within ninety (90) days after receipt of the written notice of the breach or does not thereafter promptly and continuously work to remedy and cure the breach). 7.2 GREAT LAKES' RIGHTS TO TERMINATE. Great Lakes will have the right to immediately terminate this Agreement and/or to pursue all remedies available at law or in equity if Tall Pines breaches one of its material obligations under this Agreement, and such breach is not cured within ninety (90) days after receipt by 12 Tall Pines of written notice of the breach from Great Lakes (or, if the breach reasonably requires more than ninety (90) days to cure, if Tall Pines does not commence action to cure the breach within ninety (90) days after receipt of the written notice of the breach or does not thereafter promptly and continuously works to remedy and cure the breach). 7.3 SALE OF DEVELOPMENT. If Great Lakes (or one of its Affiliates including Designees) sells, transfers, assigns or otherwise disposes of a controlling interest in a Development (whether by sale of stock or other equity interests in an Affiliate, sale of assets, or merger) (the "Sale"), the acquirer of such controlling interest in the Development (the "Acquirer") must expressly assume in writing the obligations of Great Lakes to pay Development Fees with respect to that Development through the Development Fee Payment Period which is or would otherwise be payable for that Development in accordance with the terms of this Agreement and provided further, Great Lakes shall not be released from monetary liability under this Agreement and shall continue to be obligated to Tall Pines as if the Sale never took place unless Tall Pines releases, in writing, Great Lakes from that obligation. It is the intent of the Parties that any successor, purchaser or assignee to Great Lakes' interests hereunder be obligated to continue the payments of Development Fees to Tall Pines. Tall Pines shall receive the Development Fees and Consulting Fees notwithstanding a Sale, merger, transfer, assignment or any other transaction which would effectively transfer Great Lakes' rights in whole or in part to a third party or separate entity. 7.4 "CLOSURE": In the event Great Lakes closes a Development, the Development shall no longer be considered a "Development" for purposes of this Agreement, and Great Lakes may, subject to the provisions of this Agreement, make such other use or disposition of the land and all improvements thereon as Great Lakes shall see fit; provided, however, that in the event that the Development is closed in accordance with the provisions of this section and the land formerly constituting a part of the Development is used for any other profit seeking purpose by Great Lakes (but not by any lender taking title by foreclosure or deed in lieu of foreclosure or by any successor to such lender) within the period commencing on the date of closure and ending at the end of the Development Fee Payment Period, Great Lakes shall promptly pay to Tall Pines a termination fee in an amount equal to the present value of a cash flow stream commencing on the date of closure of such Development and ending at the end of the Development Fee Payment Period comprised of monthly payments equal in amount to the mean of the monthly Development fees for such Development paid during the final twelve(12) months of operation of the Development, discounted at an annual rate equal to two percentage points above the prime rate (as announced by Citibank, N.A. or its successor, on the date of closure of the Property). 7.5 POST-EXPIRATION. Upon the expiration or earlier termination of this Agreement, Great Lakes will have complete discretion concerning the acquisition, development, design, operation, disposition and cessation of operation of each of its current Developments and any future Developments, anywhere in the world, 13 without any restriction or payment obligations to Tall Pines; provided, however, that Great Lakes obligations (or the obligations of any third parties) to Tall Pines per this Agreement to pay Development Fees during the remaining Development Fee Period(s) applicable to such Development(s) open for business, prior to the expiration or termination of this Agreement shall continue. 8. INDEMNIFICATION AND INSURANCE. 8.1 INDEMNIFICATION BY GREAT LAKES. Great Lakes shall defend, indemnify and hold harmless Tall Pines and its officers, directors, agents, employees, successors, assigns and Tall Pines Principals from and against any and all claim, demands, causes of action, damages, costs, and expenses (including reasonable attorneys' fees) to the extent caused by the acts or omissions of, or failure to perform under this Agreement, by Great Lakes, its contractors or consultants or anyone directly or indirectly employed or controlled by any of them. 8.2 INDEMNIFICATION BY TALL PINES. Tall Pines shall defend, indemnify and hold harmless Great Lakes and its officers, directors, agents, employees, successors - and assigns from and against any and all claims, demands, causes of action, damages, costs, and expenses (including reasonable attorneys' fees) to the extent caused by the failure of Tall Pines to perform under this Agreement. 8.3 INSURANCE. Great Lakes shall maintain during the Term, at its sole expense, one or more policies of insurance with insurers with a Best's Key Rating of A or better, covering comprehensive general liability, property damage, product liability, personal injury liability, host liquor liability and such other insurance as shall be required by applicable laws or regulations with minimum limits of coverage deemed appropriate by Great Lakes in the exercise of its reasonable business judgment. Great Lakes shall provide Tall Pines with Certificates of Insurance evidencing the same covering each of Great Lakes' Developments within thirty (30) days of the opening of such Development. 9. NOTICES. Whenever it is provided in this Agreement that any payment, notice, demand, request, consent, approval, declaration or other communication ("Notice") must or may be given or served or whenever any such communication is desired to be given with respect to this Agreement, each such Notice must be in writing and either must be delivered in person with receipt acknowledged or by a recognized next-day mail service with significant delivery operations in the localities of all required senders and recipients (and a copy must also be transmitted by facsimile), addressed as follows: If to Great Lakes: The Great Lakes Companies, Inc. 122 West Washington Ave., 10th Floor Madison, WI53703 Attention: General Counsel Fax:(608) 251-6800 14 With a copy to: King & Spalding, LLP 191 Peachtree Street Atlanta, GA 30328 Attention: William G. Roche Fax:(404)572-5146 If to Tall Pines: Tall Pines Development Corporation 411 Alcan Drive Baraboo, WI53913 Attention: Andrew J. Waterman Fax:(608)254-7672 With a copy to: Foley & Lardner LLP Box 1497 Madison, WI 53701 Attention: David Walsh, Esq. Fax: 608-258-4269 The obligation to give any Notice required under this Agreement may be waived in writing by the Party entitled to receive such Notice. The date the facsimile copy of such Notice is sent will not constitute the effective date of such Notice, but rather Notice under this Agreement will be deemed to have been duly given or served on the date on which personally delivered or delivered by such recognized next-day mail service, with receipt acknowledged, whichever date is earlier. 10. MISCELLANEOUS. 10.1 NO JOINT VENTURE. Nothing contained in this Agreement will be construed as creating a relationship of principal and agent, partnership, or joint venture. Great Lakes will have no power or right to obligate or bind Tall Pines in any manner whatsoever, and Tall Pines will have no power or right to obligate or bind Great Lakes in any manner whatsoever. The Parties agree not to contend to the contrary or to attempt to enforce any contrary intentions in any court. In addition, no Party will represent to third parties that it is an agent, partner or joint venturer of the other. 10.2 ASSIGNMENT. This Agreement may not be assigned, transferred, licensed, mortgaged, or otherwise encumbered by either Party in any manner, by operation of law or otherwise, without the prior written approval of the other Party; provided, however, as follows: (i) this Agreement may be collaterally assigned to a lender by Great Lakes without consent provided notice and reasonable information on the terms that are provided to Tall Pines after written request; or (ii) this Agreement may be assigned to any Affiliate of Great Lakes without the consent of Tall Pines (but Great Lakes will provide notice and reasonable 15 information on the terms to Tall Pines of any such assignment after written request); or (iii) this Agreement maybe assigned by Great Lakes in connection with any sale or transfer of all or substantially all of its assets, whether by merger or sale of assets or otherwise (including a sale), in which case Great Lakes shall give Tall Pines timely notice of its intent to assign this Agreement and reasonable evidence the assignee has assumed the responsibilities and is capable of complying with the said responsibilities of this Agreement; or (iv) this Agreement may be assigned by either Tall Pines or its principals (as their interests appear) to a family member of the principals including by sale or to a trust for the benefit of a family member and may be assigned as collateral by the Tall Pines Principals and family members. Any attempt by a Party otherwise to assign or transfer any part or all of this Agreement without the other Party's prior written approval will be void ab initio and will constitute a material breach of this Agreement. 10.3 MERGER AND INTEGRATION. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior written or oral agreements, representations, or understandings, including the Master Agreement and the Geographic Development Agreements entered into under the Master Agreement. The Master Agreement and the Geographic Development Agreements are hereby terminated, and each of such agreements shall have no further force or effect. 10.4 AMENDMENT. This Agreement may not be modified except in writing signed by the Parties. 10.5 CHOICE OF LAW. This Agreement will be governed by and interpreted in accordance with the laws of the State of Wisconsin. If any dispute arises out of or in connection with this Agreement, the Parties consent to jurisdiction and venue in the United States District Court for the Western District of Wisconsin or Dane County Circuit Courts. The Parties each consent to jurisdiction of such court. The prevailing Party in any litigation between the Parties will be entitled to recover reasonable litigations costs and attorneys' fees from the nonprevailing Party. 10.6 HEADINGS. Headings and other captions contained in this Agreement are for reference purposes only and do not interpret, define or limit the scope, extent or intent of this Agreement or any provision of this Agreement. 10.7 [Reserved..] 10.8 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. 10.9 SURVIVAL. (a) The provisions of the following Sections will expressly survive the expiration of the Term of this Agreement: 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 5.8 (for a period of one year only), 5.9, 5.10, 8.1, 8.2, 10.5, 10.12, 10.14, 10.16, 10.17, 10.18, and 10.19. 16 (b) The provisions of the following Sections will expressly survive the termination of this Agreement by Tall Pines because of a material, uncured default by Great Lakes: 2.1, 2.2, 2.3, 2.5, 5.1, 5.2, 5.3, 5.6, 5.7 (for a period expiring one year after the last payment is due to Tall Pines hereunder (the "SURVIVAL DATE")), 5.8 (for a period expiring on the Survival Date), 5.9, 5.10, 7.3, 8.1, 8.2, 10.5, 10.12, 10.14, 10.16, 10.17, 10.18 and 10.19. (c) The provisions of the following Sections will expressly survive the termination of this Agreement by Great Lakes because of a material, uncured default by Tall Pines: 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 5.9, 5.10, 8.1, 8.2, 10.5, 10.12, 10.14, 10.16, 10.17, 10.18 and 10.19. 10.10 FORCE MAJEURE. No party will be deemed to be in default of any of its obligations under this Agreement to the extent that the performance thereof is delayed or rendered impossible by acts of God, war, civil commotion, governmental action, fire, storm, flood, explosion, strikes, walkouts, other industrial disturbances, inability to obtain raw materials from usual sources or any other cause, whether of the same or different nature, which is beyond its reasonable control. 10.11 INTERPRETATION. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid illegal or unenforceable provision or portion of any provision had never been contained in this Agreement. The "term including" means, "including, without limitation" whenever used in this Agreement. All Section references are to sections in this Agreement, unless otherwise specified. 10.12 BINDING EFFECT. This Agreement will bind the Parties and their respective parents, subsidiaries, affiliates, heirs, successors and assigns. 10.13 NO WAIVER. The failure of either Party to exercise any right, power or remedy provided under this Agreement or otherwise available at law or in equity, or to insist upon compliance by the other Party with its obligations under this Agreement, and any custom or practice of the Parties at variance with the terms of this Agreement, will not constitute a waiver by such party of its rights to exercise any such or other right, power or remedy or to demand such compliance. Any of the terms or conditions of this Agreement may be waived in writing at any time by the Party that is entitled to the benefits thereof. 10.14 BENEFIT. This Agreement is not intended to be for the benefit of, and will not be enforceable by, any person who or which is not a party to this Agreement. 17 10.15 FURTHER ASSURANCES. Each Party will attend meetings, execute further documents and agreements and do all other things reasonably required to carry out the terms and conditions of this Agreement in accordance with its true intent. 10.16 REPRESENTATIONS. Each Party represents and warrants to the other Party that (a) it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation indicated in the description of the parties appearing at the beginning of this Agreement; (b) this Agreement has been duly authorized by all necessary corporate action, and has been duly executed, attested and delivered by authorized signatories of that party; and (c) it has all necessary corporate power and capacity to enter into this Agreement and to perform its obligations under this Agreement. 10.17 FEES AND EXPENSES. In the event of disputes between the parties and/or their respective assigns, including a Purchaser, Affiliate or Designee, the prevailing party shall be entitled to reasonable attorneys' fees, costs and expenses including expert fees incurred in enforcing the terms and provisions of this Agreement and the non-prevailing party shall pay said fees, costs and expenses within five (5) business days of there being a final decision or non-appealable judgment of such disputes. 10.18 CONFIDENTIALITY. (a) Tall Pines will not use or disclose any of the confidential information of Great Lakes disclosed in connection with this Agreement (including results of operations of any of the Developments and plans with respect to future Developments) without the prior express written consent of Great Lakes; provided, however, that Tall Pines may disclose the confidential information of Great Lakes, as may be reasonably necessary, to the legal and financial advisors to Tall Pines or any of the Tall Pines Principals, and to lenders and prospective lenders to Tall Pines or any of the Tall Pines Principals, if such parties are informed of and agree to be bound by the obligations of confidentiality set forth in this Section. (b) The obligations of confidentiality hereunder shall survive the termination or expiration of this Agreement. 10.19 NO KNOWLEDGE OF DEFAULT. Each party represents to the other that it has no knowledge of (a) any default by either party under the Master Agreement nor any of the Geographic Development Agreements; (b) any fact or circumstance that would have been reasonably likely to result in a default under the Master Agreement or any of the Geographic Development Agreements (in the absence of this Agreement); or (c) any fact or circumstance that would constitute a default under this Agreement or that is reasonably likely to result in a default under this Agreement. 18 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the 25th day of July, 2004. TALL PINES DEVELOPMENT CORPORATION By: /s/ Andrew W. Waterman --------------------------- Name: Title: /s/ Andrew J. Waterman ------------------------------ ANDREW J. WATERMAN /s/ John D. Waterman ------------------------------ JOHN D. WATERMAN /s/ Judith A. Waterman ------------------------------ JUDITH A. WATERMAN /s/ Mary E. Waterman ------------------------------ MARY E. WATERMAN /s/ Andrew W. Waterman ------------------------------ ANDREW W. WATERMAN /s/ Ben Borcher ------------------------------ BEN BORCHER THE GREAT LAKES COMPANIES, INC. BY: /s/ Bruce D. Neviaser -------------------------- Name: BRUCE D. NEVIASER Title: CHAIRMAN 19 EXHIBIT A GEOGRAPHIC DEVELOPMENT AGREEMENTS 1. GEOGRAPHIC DEVELOPMENT AGREEMENT (SANDUSKY DEVELOPMENT) DATED OCTOBER 5, 1998. 2. GEOGRAPHIC DEVELOPMENT AGREEMENT (TRAVERSE CITY DEVELOPMENT) DATED MARCH 1, 2002. 3. GEOGRAPHIC DEVELOPMENT AGREEMENT (KANSAS CITY DEVELOPMENT) DATED MAY 23, 2002. 20 EXHIBIT B

DATE ON WHICH DEVELOPMENT FEES ARE NO DEVELOPMENT LONGER PAYABLE - ---------------------------------------------------------------------- WISCONSIN DELLS, WI N/A (NO DEVELOPMENT FEES PAYABLE) - ---------------------------------------------------------------------- SANDUSKY, OHIO MARCH 1, 2011 - ---------------------------------------------------------------------- TRAVERSE CITY, MICHIGAN APRIL 1, 2013 - ---------------------------------------------------------------------- KANSAS CITY, KANSAS JUNE 1, 2013 - ---------------------------------------------------------------------- SHEBOYGAN, WISCONSIN N/A (NO DEVELOPMENT FEES PAYABLE) - ---------------------------------------------------------------------- - ---------------------------------------------------------------------- - ---------------------------------------------------------------------- - ---------------------------------------------------------------------- - ---------------------------------------------------------------------- - ----------------------------------------------------------------------

21 EXHIBIT C BASE DEVELOPMENT FEES AND INCENTIVE FEES 1. Base Development Fees - Sandusky, Traverse City and Williamsburg. The Base Development Fees for the Sandusky Development and the Traverse City Development will be two percent (2%), and the Base Development Fees for the Williamsburg Development will be one and three quarters percent (1.75%). 2. Incentive Development Fees - Sandusky. Incentive Development Fees will be payable with respect to the Sandusky Development, consisting of the Tier-One Incentive Development Fee and the Tier-Two Incentive Development Fee. The Tier-One Incentive Development Fee will be an amount equal to one-percent (1%) of, Revenues earned from the Sandusky Development, over and above the Base Development Fees for the Sandusky Development, due and payable for a Fiscal Year when: (a) Revenues per Available Room for the Sandusky Development exceed *** dollars ($***) per day for such Fiscal Year, Adjusted for Inflation, (b) Gross Operating Profit for the Sandusky Development exceeds *** percent (***%) for such fiscal Year; and (c) The Sandusky Development earns a minimum Cash-on-Cash Return on Equity of *** percent (***%) for such Fiscal Year. If only item (c) above is achieved for a Fiscal Year with respect to the Sandusky Development, Tall Pines will be entitled to payment of one-half (1/2) of the Tier-One Incentive Development Fee for such Fiscal Year. The Tier-Two Incentive Development Fee will be an amount equal to one percent (1%) of Revenues earned from the Sandusky Development over and above the Base Development Fees and Tier-One Incentive Development Fees for the Sandusky Development, due and payable for a Fiscal Year when: (d) Revenues per Available Room for the Sandusky Development exceeds *** dollars ($***) per day for such Fiscal Year, Adjusted for Inflation; (e) Gross Operating Profit for the Sandusky Development exceeds *** percent (***%) for such Fiscal Year; and (f) The Sandusky Development earns a minimum Cash-on-Cash Return on Equity of *** percent (***%) for such Fiscal Year. *** - Confidential treatment requested - omitted and filed separately with the Commission. 22 The Incentive Development Fees will be payable annually, in arrears, within forty-five (45) days following the end of each Fiscal Year for the Sandusky Development. The Incentive Development Fees will be payable through the date specified on EXHIBIT B for the Sandusky Development. 23 EX-10.10 4 g90285a3exv10w10.txt EX-10.10 2004 INCENTIVE STOCK PLAN EXHIBIT 10.10 GREAT WOLF RESORTS, INC. FORM OF 2004 INCENTIVE STOCK PLAN . . . TABLE OF CONTENTS

Page ---- Section 1. BACKGROUND AND PURPOSE................................................................................. 1 Section 2 DEFINITIONS............................................................................................ 1 2.1 Affiliate...................................................................................... 1 2.2 Board.......................................................................................... 1 2.3 Change Effective Date.......................................................................... 1 2.4 Change in Control.............................................................................. 1 2.5 Code........................................................................................... 4 2.6 Committee...................................................................................... 4 2.7 Company........................................................................................ 4 2.8 Director....................................................................................... 4 2.9 Eligible Employee.............................................................................. 4 2.10 Fair Market Value.............................................................................. 5 2.11 ISO............................................................................................ 5 2.12 1933 Act....................................................................................... 5 2.13 1934 Act....................................................................................... 5 2.14 Non-ISO........................................................................................ 5 2.15 Option......................................................................................... 5 2.16 Option Certificate............................................................................. 5 2.17 Option Price................................................................................... 6 2.18 Parent......................................................................................... 6 2.19 Plan........................................................................................... 6 2.20 Rule 16b-3..................................................................................... 6 2.21 SAR Value...................................................................................... 6 2.22 Stock.......................................................................................... 6 2.23 Stock Appreciation Right....................................................................... 6 2.24 Stock Appreciation Right Certificate........................................................... 6 2.25 Stock Grant.................................................................................... 6 2.26 Stock Grant Certificate........................................................................ 6 2.27 Stock Unit Grant............................................................................... 7 2.28 Subsidiary..................................................................................... 7 2.29 Ten Percent Shareholder........................................................................ 7 Section 3 SHARES AND GRANT LIMITS................................................................................ 7 3.1 Shares Reserved................................................................................ 7 3.2 Source of Shares............................................................................... 7 3.3 Use of Proceeds................................................................................ 8 3.4 Grant Limits................................................................................... 8 Section 4 EFFECTIVE DATE........................................................................................ 9 Section 5 COMMITTEE.............................................................................................. 9 Section 6 ELIGIBILITY AND ANNUAL GRANT CAPS...................................................................... 9

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Page ---- Section 7 OPTIONS............................................................................................... 10 7.1 Committee Action............................................................................... 10 7.2 $100,000 Limit................................................................................. 10 7.3 Option Price................................................................................... 11 7.4 Payment........................................................................................ 11 7.5 Exercise....................................................................................... 11 Section 8 STOCK APPRECIATION RIGHTS............................................................................. 12 8.1 Committee Action............................................................................... 12 8.2 Terms and Conditions........................................................................... 12 8.3 Exercise....................................................................................... 14 Section 9. STOCK GRANTS.......................................................................................... 14 9.1 Committee Action............................................................................... 14 9.2 Conditions..................................................................................... 15 9.3 Dividends, Voting Rights and Creditor Status................................................... 16 9.4 Satisfaction of Forfeiture Conditions.......................................................... 18 9.5 Income Tax Deduction........................................................................... 18 Section 10 NON-TRANSFERABILITY................................................................................... 20 Section 11 SECURITIES REGISTRATION............................................................................... 21 Section 12 LIFE OF PLAN.......................................................................................... 21 Section 13 ADJUSTMENT............................................................................................ 22 13.1 Capital Structure.............................................................................. 22 13.2 Transactions Described in Section 424.......................................................... 23 13.3 Fractional Shares.............................................................................. 23 Section 14 CHANGE IN CONTROL..................................................................................... 24 Section 15 AMENDMENT OR TERMINATION.............................................................................. 25 Section 16 MISCELLANEOUS......................................................................................... 25 16.1 Shareholder Rights............................................................................. 25 16.2 No Contract of Employment...................................................................... 26 16.3 Withholding.................................................................................... 26 16.4 Construction................................................................................... 26 16.5 Other Conditions............................................................................... 26 16.6 Rule 16b-3..................................................................................... 27

-ii- Section 1. BACKGROUND AND PURPOSE The purpose of this Plan is to promote the interest of the Company by authorizing the Committee to grant Options and Stock Appreciation Rights and to make Stock Grants and Stock Unit Grants to Eligible Employees and Directors in order (1) to attract and retain Eligible Employees and Directors, (2) to provide an additional incentive to each Eligible Employee or Director to work to increase the value of Stock and (3) to provide each Eligible Employee or Director with a stake in the future of the Company which corresponds to the stake of each of the Company's shareholders. Section 2 DEFINITIONS 2.1 Affiliate -- means any organization (other than a Subsidiary) that would be treated as under common control with the Company under Section 414(c) of the Code if "50 percent" were substituted for "80 percent" in the income tax regulations under Section 414(c) of the Code. 2.2 Board -- means the Board of Directors of the Company. 2.3 Change Effective Date -- means either the date which includes the "closing" of the transaction which makes a Change in Control effective if the Change in Control is made effective through a transaction which has a "closing" or the date a Change in Control is reported in accordance with applicable law as effective to the Securities and Exchange Commission if the Change in Control is made effective other than through a transaction which has a "closing". 2.4 Change in Control -- means the occurrence of any of the following events: (a) any "person" (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities representing 30% or more of the combined voting power of the then outstanding securities of the Company eligible to vote for the election of the members of the Board unless (1) such person is the Company or any Subsidiary, (2) such person is an employee benefit plan (or a trust which is a part of such a plan) which provides benefits exclusively to, or on behalf of, employees or former employees of the Company or a Subsidiary, (3) such person is an underwriter temporarily holding such securities pursuant to an offering of such securities or (4) such person acquired such securities in a Non-Qualifying Transaction (as defined in Section 2.4(d)); (b) during any period of two consecutive years or less beginning after the closing date of the initial public offering of the common stock of the Company, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by at least two-thirds of the directors then still in office who were directors at the beginning of the period (either by a specific vote of such directors or by the approval of the Company proxy statement in which each such individual is named as a nominee for a director without written objection to such nomination by such directors); provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened -2- solicitation of proxies or consents by or on behalf of any persons other than the Board shall be deemed to be approved; (c) the shareholders of the Company approve any reorganization, merger, consolidation or share exchange as a result of which the common stock of the Company shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of the Company) or any dissolution or liquidation of the Company or any sale or the disposition of 50% or more of the assets or business of the Company; or (d) the shareholders of the Company approve any reorganization, merger, consolidation or share exchange or similar form of corporate transaction involving the Company unless (1) the persons who were the beneficial owners of the outstanding securities eligible to vote for the election of the members of the Board immediately before the consummation of such transaction hold more than 60% of the voting power of the securities eligible to vote for the members of the Board of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (2) the number of the securities of such successor or survivor corporation representing the voting power described in 2.4(d)(1) held by the persons described in Section 2.4(d)(1) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned the outstanding securities eligible to vote -3- for the election of the members of the Board immediately before the consummation of such transaction, provided (3) the percentage described in Section 2.4(d)(1) of the securities of the successor or survivor corporation and the number described in Section 2.4 (d)(2) of the securities of the successor or survivor corporation shall be determined exclusively by reference to the securities of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of the Company by the persons described in Section 2.4(d)(1) immediately before the consummation of such transaction (any transaction that satisfies all of the criteria specified in (1), (2) and (3) above shall be deemed to be a "Non-Qualifying Transaction"). 2.5 Code -- means the Internal Revenue Code of 1986, as amended. 2.6 Committee -- means a committee of the Board which shall have at least 2 members, each of whom shall be appointed by and shall serve at the pleasure of the Board and shall come within the definition of a "non-employee director" under Rule 16b-3 and an "outside director" under Section 162(m) of the Code. 2.7 Company -- means Great Wolf Resorts, Inc. and any successor to Great Wolf Resorts, Inc. 2.8 Director -- means any member of the Board who is not an employee of the Company or a Parent or Subsidiary or affiliate (as such term is defined in Rule 405 of the 1933 Act) of the Company. 2.9 Eligible Employee -- means an employee of the Company or any Subsidiary or Parent or Affiliate to whom the Committee decides for reasons sufficient to the Committee to -4- make a grant under this Plan. For purposes of an ISO granted under this Plan, a person shall be treated as an employee of the Company, a Subsidiary or a Parent to the extent such person is employed by a disregarded entity under Section 7701 of the Code that is treated as part of the Company, a Subsidiary or a Parent, for purposes of Section 422 of the Code. 2.10 Fair Market Value -- means either (a) the closing price on any date for a share of Stock as reported by The Wall Street Journal or, if The Wall Street Journal no longer reports such closing price, such closing price as reported by a newspaper or trade journal selected by the Committee or, if no such closing price is available on such date, (b) such closing price as so reported in accordance with Section 2.10(a) for the immediately preceding business day, or, if no newspaper or trade journal reports such closing price or if no such price quotation is available, (c) the price which the Committee acting in good faith determines through any reasonable valuation method that a share of Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts. 2.11 ISO -- means an option granted under this Plan to purchase Stock which is intended to satisfy the requirements of Section 422 of the Code. 2.12 1933 Act -- means the Securities Act of 1933, as amended. 2.13 1934 Act -- means the Securities Exchange Act of 1934, as amended. 2.14 Non-ISO -- means an option granted under this Plan to purchase Stock which is intended to fail to satisfy the requirements of Section 422 of the Code. 2.15 Option -- means an ISO or a Non-ISO which is granted under Section 7. 2.16 Option Certificate -- means the certificate (whether in electronic or written form) which sets forth the terms and conditions of an Option granted under this Plan. -5- 2.17 Option Price -- means the price which shall be paid to purchase one share of Stock upon the exercise of an Option granted under this Plan. 2.18 Parent -- means any corporation which is a parent corporation (within the meaning of Section 424(e) of the Code) of the Company. 2.19 Plan -- means this Great Wolf Resorts, Inc. 2004 Incentive Stock Plan as effective as of the date approved by the shareholders of the Company and as amended from time to time thereafter. 2.20 Rule 16b-3 -- means the exemption under Rule 16b-3 to Section 16(b) of the 1934 Act or any successor to such rule. 2.21 SAR Value -- means the value assigned by the Committee to a share of Stock in connection with the grant of a Stock Appreciation Right under Section 8. 2.22 Stock -- means the common stock, par value $0.01 per share, of the Company. 2.23 Stock Appreciation Right -- means a right which is granted under Section 8 to receive the appreciation in a share of Stock. 2.24 Stock Appreciation Right Certificate -- means the certificate (whether in electronic or written form) which sets forth the terms and conditions of a Stock Appreciation Right which is not granted as part of an Option. 2.25 Stock Grant -- means a grant under Section 9 which is designed to result in the issuance of the number of shares of Stock described in such grant rather than a payment in cash based on the Fair Market Value of such shares of Stock. 2.26 Stock Grant Certificate -- means the certificate (whether in electronic or written form) which sets forth the terms and conditions of a Stock Grant or a Stock Unit Grant. -6- 2.27 Stock Unit Grant -- means a grant under Section 9 which is designed to result in the payment of cash based on the Fair Market Value of the number of shares of Stock described in such grant rather than the issuance of the number of shares of Stock described in such grant. 2.28 Subsidiary -- means a corporation which is a subsidiary corporation (within the meaning of Section 424(f) of the Code) of the Company. 2.29 Ten Percent Shareholder -- means a person who owns (after taking into account the attribution rules of Section 424(d) of the Code) more than ten percent of the total combined voting power of all classes of stock of either the Company, a Subsidiary or Parent. Section 3 SHARES AND GRANT LIMITS 3.1 Shares Reserved. There shall (subject to Section 13) be reserved for issuance under this Plan 3,380,520 shares of Stock. 3.2 Source of Shares. The shares of Stock described in Section 3.1 shall be reserved to the extent that the Company deems appropriate from authorized but unissued shares of Stock and from shares of Stock which have been reacquired by the Company. All shares of Stock described in Section 3.1 shall remain available for issuance under this Plan until issued pursuant to the exercise of an Option or a Stock Appreciation Right or issued pursuant to a Stock Grant, and any such shares of stock which are issued pursuant to an Option, a Stock Appreciation Right or a Stock Grant which are forfeited thereafter shall again become available for issuance under this Plan. Finally, if the Option Price under an Option is paid in whole or in part in shares of Stock or if shares of Stock are tendered to the Company to satisfy any purchase price required to be paid in connection with a Stock Grant, such shares thereafter shall become available for issuance -7- under this Plan and shall be treated the same as any other shares available for issuance under this Plan. 3.3 Use of Proceeds. The proceeds which the Company receives from the sale of any shares of Stock under this Plan shall be used for general corporate purposes and shall be added to the general funds of the Company. 3.4 Grant Limits. No Eligible Employee or Director in any calendar year shall be granted an Option to purchase (subject to Section 13) more than 350,000 shares of Stock or a Stock Appreciation Right based on the appreciation with respect to (subject to Section 13) more than 350,000 shares of Stock, and no Stock Grant or Stock Unit Grant shall be made to any Eligible Employee or Director in any calendar year where the Fair Market Value of the Stock subject to such grant on the date of the grant exceeds $5,000,000. If an Option is cancelled or the base amount on which a Stock Appreciation Right is calculated is reduced to reflect a reduction in the Fair Market Value of the Stock, such cancelled Option or recalculated Stock Appreciation Right shall continue to be counted toward the grant limits in this Section 3.4 for the affected Eligible Employee or Director to the extent required for compliance with Section 162(m) of the Code. No more than 750,000 non-forfeitable shares of Stock shall (subject to Section 13) be issued pursuant to Stock Grants under Section 9. -8- Section 4 EFFECTIVE DATE The effective date of this Plan shall be the date the shareholders of the Company (acting at a duly called meeting of such shareholders) approve the adoption of this Plan. Section 5 COMMITTEE This Plan shall be administered by the Committee. The Committee acting in its absolute discretion shall exercise such powers and take such action as expressly called for under this Plan and, further, the Committee shall have the power to interpret this Plan and (subject to Section 14 and Section 15 and Rule 16b-3) to take such other action in the administration and operation of this Plan as the Committee deems equitable under the circumstances, which action shall be binding on the Company, on each affected Eligible Employee or Director and on each other person directly or indirectly affected by such action. Furthermore, the Committee as a condition to making any grant under this Plan to any Eligible Employee or Director shall have the right to require him or her to execute an agreement which makes the Eligible Employee or Director subject to non-competition provisions and other restrictive covenants which run in favor of the Company, a Subsidiary, Affiliate and other related entities. Section 6 ELIGIBILITY AND ANNUAL GRANT CAPS Only Eligible Employees who are employed by the Company, a Subsidiary or a Parent shall be eligible for the grant of ISOs under this Plan. All Eligible Employees and Directors shall be eligible for the grant of Non-ISOs and Stock Appreciation Rights and for Stock Grants and Stock Unit Grants under this Plan. -9- Section 7 OPTIONS 7.1 Committee Action. The Committee acting in its absolute discretion shall have the right to grant Options to Eligible Employees and to Directors under this Plan from time to time to purchase shares of Stock, but the Committee shall not, absent the approval of the Company's shareholders, take any action, whether through amendment, cancellation, replacement grants, or any other means, to reduce the Option Price of any outstanding Options. Each grant of an Option to a Eligible Employee or Director shall be evidenced by an Option Certificate, and each Option Certificate shall set forth whether the Option is an ISO or a Non-ISO and shall set forth such other terms and conditions of such grant as the Committee acting in its absolute discretion deems consistent with the terms of this Plan; however, (a) if the Committee grants an ISO and a Non-ISO to a Eligible Employee on the same date, the right of the Eligible Employee to exercise the ISO shall not be conditioned on his or her failure to exercise the Non-ISO and (b) if the only condition to exercise of the Option is the completion of a period of service, such period of service shall be no less than the one (1) year period which starts on the date as of which the Option is granted. 7.2 $100,000 Limit. No Option shall be treated as an ISO to the extent that the aggregate Fair Market Value of the Stock subject to the Option which would first become exercisable in any calendar year exceeds $100,000. Any such excess shall instead automatically be treated as a Non-ISO. The Committee shall interpret and administer the ISO limitation set forth in this Section 7.2 in accordance with Section 422(d) of the Code, and the Committee shall treat this Section 7.2 as in effect only for those periods for which Section 422(d) of the Code is in effect. -10- 7.3 Option Price. The Option Price for each share of Stock subject to an Option shall be no less than the Fair Market Value of a share of Stock on the date the Option is granted; provided, however, if the Option is an ISO granted to an Eligible Employee who is a Ten Percent Shareholder, the Option Price for each share of Stock subject to such ISO shall be no less than 110% of the Fair Market Value of a share of Stock on the date such ISO is granted. 7.4 Payment. The Option Price shall be payable in full upon the exercise of any Option and, at the discretion of the Committee, an Option Certificate can provide for the payment of the Option Price either in cash, by check or in Stock which has been held for at least 6 months and which is acceptable to the Committee, or through any cashless exercise procedure which is effected by an unrelated broker through a sale of Stock in the open market and which is acceptable to the Committee, or in any combination of such forms of payment. Any payment made in Stock shall be treated as equal to the Fair Market Value of such Stock on the date the certificate for such Stock (or proper evidence of such certificate) is presented to the Committee or its delegate in such form as acceptable to the Committee. 7.5 Exercise. (a) Exercise Period. Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Option Certificate, but no Option Certificate shall make an Option exercisable on or after the earlier of (1) the date which is the fifth anniversary of the date the Option is granted, if the Option is an ISO and the Eligible Employee is a Ten Percent Shareholder on the date the Option is granted, or -11- (2) the date which is the tenth anniversary of the date the Option is granted, if the Option is (a) a Non-ISO or (b) an ISO which is granted to an Eligible Employee who is not a Ten Percent Shareholder on the date the Option is granted. (b) Termination of Status as Eligible Employee or Director. Subject to Section 7.5(a), an Option Certificate may provide for the exercise of an Option after an Eligible Employee's or a Director's status as such has terminated for any reason whatsoever, including death or disability. Section 8 STOCK APPRECIATION RIGHTS 8.1 Committee Action. The Committee acting in its absolute discretion shall have the right to grant Stock Appreciation Rights to Eligible Employees and to Directors under this Plan from time to time, and each Stock Appreciation Right grant shall be evidenced by a Stock Appreciation Right Certificate or, if such Stock Appreciation Right is granted as part of an Option, shall be evidenced by the Option Certificate for the related Option. 8.2 Terms and Conditions. (a) Stock Appreciation Right Certificate. If a Stock Appreciation Right is granted independent of an Option, such Stock Appreciation Right shall be evidenced by a Stock Appreciation Right Certificate, and such certificate shall set forth the number of shares of Stock on which the Eligible Employee's or Director's right to appreciation shall be based and the SAR -12- Value of each share of Stock. Such SAR Value shall be no less than the Fair Market Value of a share of Stock on the date that the Stock Appreciation Right is granted. The Stock Appreciation Right Certificate shall set forth such other terms and conditions for the exercise of the Stock Appreciation Right as the Committee deems appropriate under the circumstances, but no Stock Appreciation Right Certificate shall make a Stock Appreciation Right exercisable on or after the date which is the tenth anniversary of the date such Stock Appreciation Right is granted. (b) Option Certificate. If a Stock Appreciation Right is granted together with an Option, such Stock Appreciation Right shall be evidenced by an Option Certificate, the number of shares of Stock on which the Eligible Employee's or Director's right to appreciation shall be based shall be the same as the number of shares of Stock subject to the related Option, and the SAR Value for each such share of Stock shall be no less than the Option Price under the related Option. Each such Option Certificate shall provide that the exercise of the Stock Appreciation Right with respect to any share of Stock shall cancel the Eligible Employee's or Director's right to exercise his or her Option with respect to such share and, conversely, that the exercise of the Option with respect to any share of Stock shall cancel the Eligible Employee's or Director's right to exercise his or her Stock Appreciation Right with respect to such share. A Stock Appreciation Right which is granted as part of an Option shall be exercisable only while the related Option is exercisable. The Option -13- Certificate shall set forth such other terms and conditions for the exercise of the Stock Appreciation Right as the Committee deems appropriate under the circumstances. (c) Minimum Period of Service. If the only condition to exercise of a Stock Appreciation Right is the completion of a period of service, such period of service shall be no less than the one (1) year period which starts on the date as of which the Stock Appreciation Right is granted. 8.3 Exercise. A Stock Appreciation Right shall be exercisable only when the Fair Market Value of a share of Stock on which the right to appreciation is based exceeds the SAR Value for such share, and the payment due on exercise shall be based on such excess with respect to the number of shares of Stock to which the exercise relates. An Eligible Employee or Director upon the exercise of his or her Stock Appreciation Right shall receive a payment from the Company in cash or in Stock issued under this Plan, or in a combination of cash and Stock, and the number of shares of Stock issued shall be based on the Fair Market Value of a share of Stock on the date the Stock Appreciation Right is exercised. The Committee acting in its absolute discretion shall have the right to determine the form and time of any payment under this Section 8.3. Section 9. STOCK GRANTS 9.1 Committee Action. The Committee acting in its absolute discretion shall have the right to make Stock Grants and Stock Unit Grants to Eligible Employees and to Directors. Each Stock Grant and each Stock Unit Grant shall be evidenced by a Stock Grant Certificate, and each Stock Grant Certificate shall set forth the conditions, if any, under which Stock will be issued under the Stock Grant or cash will be paid under the Stock Unit Grant and the conditions under -14- which the Eligible Employee's or Director's interest in any Stock which has been issued will become non-forfeitable. 9.2 Conditions. (a) Conditions to Issuance of Stock. The Committee acting in its absolute discretion may make the issuance of Stock under a Stock Grant subject to the satisfaction of one, or more than one, condition which the Committee deems appropriate under the circumstances for Eligible Employees or Directors generally or for an Eligible Employee or a Director in particular, and the related Stock Grant Certificate shall set forth each such condition and the deadline for satisfying each such condition. Stock subject to a Stock Grant shall be issued in the name of an Eligible Employee or Director only after each such condition, if any, has been timely satisfied, and any Stock which is so issued shall be held by the Company pending the satisfaction of the forfeiture conditions, if any, under Section 9.2(b) for the related Stock Grant. (b) Conditions on Forfeiture of Stock or Cash Payment. The Committee acting in its absolute discretion may make any cash payment due under a Stock Unit Grant or Stock issued in the name of an Eligible Employee or Director under a Stock Grant non-forfeitable subject to the satisfaction of one, or more than one, objective employment, performance or other condition that the Committee acting in its absolute discretion deems appropriate under the circumstances for Eligible Employees or Directors generally or for an Eligible Employee or a Director in particular, and the -15- related Stock Grant Certificate shall set forth each such condition, if any, and the deadline, if any, for satisfying each such condition. An Eligible Employee's or a Director's non-forfeitable interest in the shares of Stock underlying a Stock Grant or the cash payable under a Stock Unit Grant shall depend on the extent to which he or she timely satisfies each such condition. Each share of Stock underlying a Stock Grant shall not be available under Section 3 after such grant is effective until such time, if any, as such share thereafter is forfeited as a result of a failure to timely satisfy a forfeiture condition, in which event such share of Stock shall again become available under Section 3 as of the date of such forfeiture. Finally, the Company shall have the right to require an Eligible Employee or Director to sign an irrevocable stock power in favor of the Company with respect to forfeitable shares of Stock issued under this Section 9.2(b) in order for the Company to effect a forfeiture in accordance with this Section 9.2(b). (c) Minimum Period of Service. If the only condition to the forfeiture of a Stock Grant or a Stock Unit Grant is the completion of a period of service, such period of service shall be no less than the one (1) year period which starts on the date as of which the Stock Grant or Stock Unit Grant is made. 9.3 Dividends, Voting Rights and Creditor Status. (a) Cash Dividends. Except as otherwise set forth in a Stock Grant or Stock Unit Grant, if a dividend is paid in cash on a share of Stock after (1) such Stock has been issued under a Stock Grant or (2) the date of the Stock -16- Unit Grant, but, in either case, before the first date that an Eligible Employee's or a Director's interest in such Stock Grant or Stock Unit Grant (1) is forfeited completely or (2) becomes completely non-forfeitable, the Company shall pay such cash dividend directly to such Eligible Employee or Director. (b) Stock Dividends. If a dividend is paid on a share of Stock in Stock after (1) such Stock has been issued under a Stock Grant or (2) the date of the Stock Unit Grant, but, in either case, before the first date that an Eligible Employee's or a Director's interest in such Stock Grant or Stock Unit Grant (1) is forfeited completely or (2) becomes completely non-forfeitable, the Company shall hold such dividend Stock subject to the same conditions under Section 9.2(b) as the related Stock Grant or Stock Unit. (c) Other. If a dividend (other than a dividend described in Section 9.3(a) or Section 9.3(b)) is paid with respect to a share of Stock after (1) such Stock has been issued under a Stock Grant or (2) the date of the Stock Unit Grant, but, in either case, before the first date that an Eligible Employee's or a Director's interest in such Stock Grant or Stock Unit Grant (1) is forfeited completely or (2) becomes completely non-forfeitable, the Company shall distribute or hold such dividend in accordance with such rules as the Committee shall adopt with respect to each such dividend. (d) Voting. Except as otherwise set forth in a Stock Grant, an Eligible Employee or a Director shall have the right to vote the Stock issued under his or her Stock Grant during the period which comes after such Stock has -17- been issued under a Stock Grant but before the first date that an Eligible Employee's or Director's interest in such Stock (1) is forfeited completely or (2) becomes completely non-forfeitable. (e) General Creditor Status. An Eligible Employee and a Director to whom a Stock Unit Grant is made shall be no more than a general and unsecured creditor of the Company with respect to any cash payable under such Stock Unit Grant. 9.4 Satisfaction of Forfeiture Conditions. A share of Stock shall cease to be subject to a Stock Grant at such time as an Eligible Employee's or a Director's interest in such Stock becomes non-forfeitable under this Plan, and the certificate or other evidence of ownership representing such share shall be transferred to the Eligible Employee or Director as soon as practicable thereafter. 9.5 Income Tax Deduction. (a) General. The Committee shall (where the Committee under the circumstances deems in the Company's best interest) make Stock Grants and Stock Unit Grants to Eligible Employees either (1) subject to at least one condition related to one, or more than one, performance goal based on the performance goals described in Section 9.5(b) which seems likely to result in the Stock Grant or Stock Unit Grant qualifying as "performance-based compensation" under Section 162(m) of the Code or (2) under such other circumstances as the Committee deems likely to result in an income tax deduction for the Company with respect such Stock Grant or Stock Unit Grant. A performance goal may be set in any manner determined by the -18- Committee, including looking to achievement on an absolute or relative basis in relation to peer groups or indexes. (b) Performance Goals. A performance goal is described in this Section 9.5(b) if such goal relates to (1) the Company's return over capital costs or increases in return over capital costs, (2) the Company's total earnings or the growth in such earnings, (3) the Company's consolidated earnings or the growth in such earnings, (4) the Company's earnings per share or the growth in such earnings, (5) the Company's net earnings or the growth in such earnings, (6) the Company's earnings before interest expense, taxes, depreciation, amortization and other non-cash items or the growth in such earnings, (7) the Company's earnings before interest and taxes or the growth in such earnings, (8) the Company's consolidated net income or the growth in such income, (9) the value of the Company's common stock or the growth in such value, (10) the Company's stock price or the growth in such price, (11) the Company's return on assets or the growth on such return, (12) the Company's cash flow or the growth in such cash flow, (13) the Company's total shareholder return or the growth in such return, (14) the Company's expenses or the reduction of such expenses, (15) the Company's sales growth, (16) the Company's overhead ratios or changes in such ratios, (17) the Company's expense-to-sales ratios or the changes in such ratios, or (18) the Company's economic value added or changes in such value added. The Committee shall determine in writing whether a performance goal has been satisfied for a given period. -19- (c) Adjustments. When the Committee determines whether a performance goal has been satisfied for any period, the Committee may exclude any or all "extraordinary items" as determined under U.S. generally accepted accounting principles and any other unusual or non-recurring items, including, without limitation, the charges or costs associated with restructurings of the Company, discontinued operations, and the cumulative effects of accounting changes. The Committee may also adjust any performance goal for a period as it deems equitable in recognition of unusual or non-recurring events affecting the Company, changes in applicable tax laws or accounting principles, or such other factors as the Committee may determine (including, without limitation, any adjustments that would result in the Company's paying non-deductible compensation to an Eligible Employee). Section 10 NON-TRANSFERABILITY No Option, Stock Grant, Stock Unit Grant or Stock Appreciation Right shall (absent the Committee's consent) be transferable by an Eligible Employee or a Director other than by will or by the laws of descent and distribution, and any Option or Stock Appreciation Right shall (absent the Committee's consent) be exercisable during a Eligible Employee's or Director's lifetime only by the Eligible Employee or Director. The person or persons to whom an Option or Stock Grant or Stock Unit Grant or Stock Appreciation Right is transferred by will or by the laws of descent and distribution (or with the Committee's consent) thereafter shall be treated as the Eligible Employee or Director. -20- Section 11 SECURITIES REGISTRATION As a condition to the receipt of shares of Stock under this Plan, the Eligible Employee or Director shall, if so requested by the Company, agree to hold such shares of Stock for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect. Furthermore, if so requested by the Company, the Eligible Employee or Director shall make a written representation to the Company that he or she will not sell or offer for sale any of such Stock unless a registration statement shall be in effect with respect to such Stock under the 1933 Act and any applicable state securities law or he or she shall have furnished to the Company an opinion in form and substance satisfactory to the Company of legal counsel satisfactory to the Company that such registration is not required. Certificates or other evidence of ownership representing the Stock transferred upon the exercise of an Option or Stock Appreciation Right or upon the lapse of the forfeiture conditions, if any, on any Stock Grant may at the discretion of the Company bear a legend to the effect that such Stock has not been registered under the 1933 Act or any applicable state securities law and that such Stock cannot be sold or offered for sale in the absence of an effective registration statement as to such Stock under the 1933 Act and any applicable state securities law or an opinion in form and substance satisfactory to the Company of legal counsel satisfactory to the Company that such registration is not required. Section 12 LIFE OF PLAN No Option or Stock Appreciation Right shall be granted or Stock Grant or Stock Unit Grant made under this Plan on or after the earlier of: -21- (1) the tenth anniversary of the effective date of this Plan (as determined under Section 4), in which event this Plan otherwise thereafter shall continue in effect until all outstanding Options and Stock Appreciation Rights have been exercised in full or no longer are exercisable, all Stock issued under any Stock Grants under this Plan have been forfeited or have become non-forfeitable and all Stock Unit Grants have been forfeited or been paid; or (2) the date on which all of the Stock reserved under Section 3 has (as a result of the exercise of Options or Stock Appreciation Rights granted under this Plan or the satisfaction of the forfeiture conditions, if any, on Stock Grants) been issued or no longer is available for use under this Plan, in which event this Plan and any outstanding Options, Stock Appreciation Rights and Stock Grants also shall terminate on such date. Section 13 ADJUSTMENT 13.1 Capital Structure. The number, kind or class (or any combination thereof) of shares of Stock reserved under Section 3, the grant caps described in Section 3, the number, kind or class (or any combination thereof) of shares of Stock subject to Options or Stock Appreciation Rights granted under this Plan and the Option Price of such Options and the SAR Value of such Stock Appreciation Rights as well as the number, kind or class (or any combination thereof) of shares of Stock subject to Stock Grants or Stock Unit Grants made under this Plan shall be adjusted by the Committee in an equitable manner to reflect any equity restructuring or change in the -22- capitalization of the Company, including, but not limited to, spin offs, stock dividends, large non-reoccurring dividends, rights offerings or stock splits. 13.2 Transactions Described in Section 424. The Committee as part of any corporate transaction described in Section 424(a) of the Code shall have the right to adjust (in any manner which the Committee in its discretion deems consistent with Section 424(a) of the Code) the number, kind or class (or any combination thereof) of shares of Stock reserved under Section 3 and the annual grant caps described in Section 3. Furthermore, the Committee as part of any corporate transaction described in Section 424(a) of the Code shall have the right to adjust (in any manner which the Committee in its discretion deems consistent with Section 424(a) of the Code) the number, kind or class (or any combination thereof) of shares of Stock subject to any outstanding Stock Grants or Stock Unit Grants under this Plan and any related grant conditions and forfeiture conditions, and the number, kind or class (or any combination thereof) of shares subject to Option and Stock Appreciation Right grants previously made under this Plan and the related Option Price and SAR Value for each such Option and Stock Appreciation Right, and, further, shall have the right (in any manner which the Committee in its discretion deems consistent with Section 424(a) of the Code and without regard to the annual grant caps described in Section 3 of this Plan) to make any Stock Grants and Option and Stock Appreciation Right grants to effect the assumption of, or the substitution for, stock grants, stock unit grants and option and stock appreciation right grants previously made by any other corporation to the extent that such corporate transaction calls for such substitution or assumption of such stock grants, stock unit grants and stock option and stock appreciation right grants. 13.3 Fractional Shares. If any adjustment under this Section 13 would create a fractional share of Stock or a right to acquire a fractional share of Stock under any Option, Stock -23- Appreciation Right or Stock Grant, such fractional share shall be disregarded and the number of shares of Stock reserved under this Plan and the number subject to any Options or Stock Appreciation Right grants and Stock Grants shall be the next lower number of shares of Stock, rounding all fractions downward. An adjustment made under this Section 13 by the Committee shall be conclusive and binding on all affected persons. Section 14 CHANGE IN CONTROL If there is a Change in Control of the Company, then as of the Change Effective Date for such Change in Control any and all conditions to the exercise of all outstanding Options and Stock Appreciation Rights on such date and any and all outstanding issuance and forfeiture conditions on any Stock Grants and Stock Unit Grants on such date automatically shall be deemed 100% satisfied as of such Change Effective Date, and the Board shall have the right (to the extent expressly required as part of such transaction) to cancel such Options, Stock Appreciation Rights, Stock Grants and Stock Unit Grants after providing each Eligible Employee and Director a reasonable period to exercise his or her Options and Stock Appreciation Rights and to take such other action as necessary or appropriate to receive the Stock subject to any Stock Grants and the cash payable under any Stock Unit Grants; provided, if any issuance or forfeiture condition described in this Section 14 relates to satisfying any performance goal and there is a target for such goal, such issuance or forfeiture condition shall be deemed satisfied under this Section 14 only to the extent of such target unless such target has been exceeded before the Change Effective Date, in which event such issuance or forfeiture condition shall be deemed satisfied to the extent such target had been so exceeded. -24- Section 15 AMENDMENT OR TERMINATION This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, (a) no amendment shall be made absent the approval of the shareholders of the Company to the extent such approval is required under applicable law or the rules of the stock exchange on which shares of Stock are listed and (b) no amendment shall be made to Section 14 on or after the date of any Change in Control which might adversely affect any rights which otherwise would vest on the related Change Effective Date. The Board also may suspend granting Options or Stock Appreciation Rights or making Stock Grants or Stock Unit Grants under this Plan at any time and may terminate this Plan at any time; provided, however, the Board shall not have the right unilaterally to modify, amend or cancel any Option or Stock Appreciation Right granted or Stock Grant made before such suspension or termination unless (1) the Eligible Employee or Director consents in writing to such modification, amendment or cancellation or (2) there is a dissolution or liquidation of the Company or a transaction described in Section 13.2 or Section 14. Section 16 MISCELLANEOUS 16.1 Shareholder Rights. No Eligible Employee or Director shall have any rights as a shareholder of the Company as a result of the grant of an Option or a Stock Appreciation Right pending the actual delivery of the Stock subject to such Option or Stock Appreciation Right to such Eligible Employee or Director. Subject to Section 9.3, an Eligible Employee's or a Director's rights as a shareholder in the shares of Stock underlying a Stock Grant which is effective shall be set forth in the related Stock Grant Certificate. -25- 16.2 No Contract of Employment. The grant of an Option or a Stock Appreciation Right or a Stock Grant or Stock Unit Grant to an Eligible Employee or Director under this Plan shall not constitute a contract of employment or a right to continue to serve on the Board and shall not confer on an Eligible Employee or Director any rights upon his or her termination of employment or service in addition to those rights, if any, expressly set forth in this Plan or the related Option Certificate, Stock Appreciation Right Certificate, or Stock Grant Certificate. 16.3 Withholding. Each Option, Stock Appreciation Right, Stock Grant and Stock Unit Grant shall be made subject to the condition that the Eligible Employee or Director consents to whatever action the Committee directs to satisfy the minimum statutory federal and state tax withholding requirements, if any, which the Company determines are applicable to any grant made under the Plan. No withholding shall be effected under this Plan which exceeds the minimum statutory federal and state withholding requirements. 16.4 Construction. All references to sections (Section) are to sections (Section) of this Plan unless otherwise indicated. This Plan shall be construed under the laws of the State of Delaware. Each term set forth in Section 2 shall, unless otherwise stated, have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular. Finally, if there is any conflict between the terms of this Plan and the terms of any Option Certificate, Stock Appreciation Right Certificate or Stock Grant Certificate, the terms of this Plan shall control. 16.5 Other Conditions. Each Option Certificate, Stock Appreciation Right Certificate or Stock Grant Certificate may require that an Eligible Employee or a Director (as a condition to the exercise of an Option or a Stock Appreciation Right or the issuance of Stock subject to a Stock Grant) enter into any agreement or make such representations prepared by the Company, -26- including (without limitation) any agreement which restricts the transfer of Stock acquired pursuant to the exercise of an Option or a Stock Appreciation Right or a Stock Grant or provides for the repurchase of such Stock by the Company. 16.6 Rule 16b-3. The Committee shall have the right to amend any Option, Stock Grant or Stock Appreciation Right to withhold or otherwise restrict the transfer of any Stock or cash under this Plan to an Eligible Employee or Director as the Committee deems appropriate in order to satisfy any condition or requirement under Rule 16b-3 to the extent Rule 16 of the 1934 Act might be applicable to such grant or transfer. IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Plan to evidence its adoption of this Plan. GREAT WOLF RESORTS, INC. By: _________________________________ Date: _________________________________ -27- EX-23.2 5 g90285a3exv23w2.txt EX-23.2 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 3 to Registration Statement No. 333-118148 on Form S-1 of Great Wolf Resorts, Inc. of our report on the combined financial statements of Great Lakes Predecessor dated November 24, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to (1) the adoption of SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity," and (2) the adoption of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and an explanatory paragraph relating to the restatement described in Note 11), and of our report on the balance sheet of Great Wolf Resorts, Inc. dated July 25, 2004, appearing in the Prospectus, which is part of such Registration Statement and to the reference to us under the headings "Summary Financial and Other Data," "Selected Financial and Other Data" and "Experts" in such Prospectus. /s/ Deloitte & Touche LLP Milwaukee, Wisconsin November 24, 2004 EX-23.3 6 g90285a3exv23w3.txt EX-23.3 CONSENT OF RUBIN, BROWN, GORNSTEIN & CO. LLP EXHIBIT 23.3 [RBG & CO. LETTERHEAD] INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT We hereby consent to the use in Amendment No. 3 to the Registration Statement (Form S-1 No. 333-118148 as filed on August 12, 2004) of our report dated January 30, 2004, except for Note 4, dated May 10, 2004, relating to the combined financial statements of Great Bear Lodge of Wisconsin Dells, LLC and Great Bear Lodge of Sandusky, LLC, which appear in such Registration Statement. We also consent to the reference to us under the headings "Experts," "Selected Financial And Other Data" and "Summary Financial and Other Data" in such Registration Statement. /s/ Rubin, Brown, Gornstein & Co. LLP Rubin, Brown, Gornstein & Co. 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M"`XTP/RX4/9:G]KQ_G5PD+`Y<`>6`*J%KZ@:5IB##S_DQ*6O2RZE*_5I_+@0EYBN>8R.!4UR^4 MX2FK0?WO'ZVFGRX7ZZ?V>.!"+B:G,\!@'!C"<"$,#`P1P(1JI?T*.)P\``*# M@,$/9'#Y.&%+\F!";ED6%:G-C[*XAL6=B[&K'^S+"YOWS5U5_2X_)3EA*\/KPS8L3"[-F6?CZ:8@S_OG]KC]?VOEQ8V M_P#DJ4IQ^K_+7GB6#*.+XI[VF`J"?]\_C0$CV3_8,!./YOY<"$>D&H&9Y813E0Y\GQ'$GF3XX1_AY/&G/C\GHPOE@0E9<1@JGCZ,\ M-#Y<+\>'R\?EP(272(D,!I89U7"660J2&#CP;)OGPKYL#DV&DHY<<'!4^GA\ M^#E\L;-RIDOGPX88:FD^L<.&!))IYE'@,%]H^FF#;VF]6$CV%Q)16[_ ..`/"^!@__``Q@8J37_]D_ ` end CORRESP 15 filename15.txt 191 Peachtree Street Atlanta, Georgia 30303-1763 www.kslaw.com Alan J. Prince Direct Dial: 404/572-3595 Direct Fax: 404/572-5147 aprince@kslaw.com November 24, 2004 VIA OVERNIGHT DELIVERY AND EDGAR Ms. Karen J. Garnett Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Great Wolf Resorts, Inc. - Amendment No. 2 to Registration Statement on Form S-1 filed October 21, 2004 (File No. 333-118148) (the "Registration Statement") Dear Ms. Garnett: This letter sets forth the responses of Great Wolf Resorts, Inc. (the "Company") to the comments of the staff of the Securities and Exchange Commission (the "Staff") with regard to the above-referenced Registration Statement. The Staff's comments were provided to the Company in a letter dated November 10, 2004. The Company has filed Amendment No. 3 to the Registration Statement ("Amendment No. 3"), three marked copies of which are included with this letter. General 1. Comment: We note your response to prior comments 2 and 3. Please be advised that we will need to reconsider the integration analysis if the attorneys-in-fact renegotiate any terms of the formation transactions. Please confirm that you will inform us of any additional negotiations. Response: The Company acknowledges the Staff's Comment. The Company confirms that it will inform the Staff of any additional negotiations by the attorneys-in-fact. 2. Comment: In connection with prior comment 4 from our last letter, you state that the Subscription Agreement attached as Exhibit A provides a fixed basis for determining the actual number of shares subject to a reduction based on rent. Unlike the draft subscription agreement faxed to the staff on October 18, 2004 specifying an exchange of TIC interests for 9,440 common shares, the new Subscription Agreement refers only to the number of shares equal to the difference between the product of seven and the Shares Ms. Karen J. Garnett Securities and Exchange Commission Division of Corporation Finance November 24, 2004 Page 2 Per Class B Unit and a rent adjustment. Similar to the draft subscription agreement, paragraph two refers to consideration specified herein and in the Land Lease. Supplementally, please describe what you mean by the consideration specified herein and in the Land Lease. For example, is this referring to the product of seven and the rent adjustment? Also, please tell us why the put option formula is different in the two agreements. We note that the multiplier is seven in the Ragatz Trust agreement and 7.5 in the Neviaser agreement. Response: The Company supplementally advises the Staff that, as noted in our October 21, 2004 response letter to the Staff, the form of Notice of Exercise and Subscription Agreement supplementally provided to the Staff on October 18, 2004 was not the final version of that document, and was sent inadvertently to the Staff. The executed Notice of Exercise and Subscription Agreements (collectively, the "Subscription Agreements") relating to the Williamsburg and Poconos properties, sent as attachments to our October 21, 2004 response letter to the Staff, are the definitive documents governing the issuance of shares of the Company's common stock, $0.01 par value (the "Common Stock"), to the holders of tenant-in-common interests therein (the "Holders") upon the closing of the formation transactions. The Subscription Agreements, which were each executed prior to the initial filing of the Registration Statement on August 12, 2004, provide for a fixed basis of determining the consideration issuable to each Holder. This fixed formula is set forth in the first recital to each Subscription Agreement. The Company confirms that the "consideration specified herein and the Land Lease" means the consideration determined pursuant to such fixed formula. The term "Rent Adjustment," which is a component of this formula, is defined in separate First Amendments to Land Leases relating to the Williamsburg and Poconos properties (collectively, the "Lease Amendments"). For the Staff's convenience, we have attached to this response letter as Exhibit A a copy of each of these executed Lease Amendments. Both Lease Amendments were executed prior to August 12, 2004. "Rent Adjustment" is defined in Section 2 of the Williamsburg Lease Amendment as the product of 313 and the number of whole or partial calendar months that elapse between May 1, 2004 and the Rent Cut-off Date, expressed as shares of Common Stock. "Rent Adjustment" is defined in Section 2 of the Poconos Lease Amendment as the product of 292 and the number of whole or partial calendar months that elapse between May 1, 2004 and the Rent Cut-off Date, expressed as shares of Common Stock. The "Rent Cut-off Date" is defined in each Lease Amendment as the exercise date of the Put Option. Pursuant to Section 1 of each Subscription Agreement, the exercise date of the Put Option is immediately before the consummation of the initial public offering (the "Offering"). Further, as reflected in each Lease Amendment, "Shares Per Class B Unit" Ms. Karen J. Garnett Securities and Exchange Commission Division of Corporation Finance November 24, 2004 Page 3 means 9,293.79 shares of Common Stock with respect to the Williamsburg Lease Amendment and 9,440 shares of Common Stock with respect to the Poconos Lease Amendment. We believe that a hypothetical would be helpful to the Staff's understanding of the operation of these fixed formulas and the issuance of shares of Common Stock pursuant thereto. Using the Williamsburg Lease Amendment as an example, if the Offering closed on December 15, 2004, the following illustrates the number of shares of Common Stock issuable to the Williamsburg Holder upon the closing of the formation transactions. Pursuant to the fixed formula, the number of shares equals the difference between (a) the product of 7.5 and the Shares Per Class B Unit and (b) the Rent Adjustment: = (7.5 X 9,293.79) - (313 X 8) = 67,199.43 shares of Common Stock. The formulas for determining the consideration issuable to each Holder were fixed when the Subscription Agreements were executed. Only the number of months elapsing between May 1, 2004 and the consummation of the Offering is an unknown variable at this time, and this component of each formula is not within the control of the Holders. Finally, the formulas for determining the consideration issuable to each Holder are different to reflect (i) the different aggregate values allocated to the respective properties and (ii) the relative tenant-in-common interest in each property LLC currently owned by such Holder. Each formula was fixed when the Subscription Agreements were executed, and at such time, the formulas were not, and currently are not, subject to adjustment or re-negotiation in any manner. 3. Comment: We note and appreciate your responses to comments 6 and 7. Please revise your risk factor disclosure to include a risk factor describing your potential violation of Section 5 regarding the offer and sale of condominiums by Blue Harbor Resort Condominium LLC. Currently, your risk factor on page 23 makes no specific reference as you state in your response that the Blue Harbor Resort Condo LLC offers and sales may be considered unregistered and non-exempt offers and sales of securities. Response: In response to the Staff's comment, the Company has revised the disclosure in the risk factor entitled "Regulation of the marketing and sale of condominiums could adversely affect our business" to specifically reference Blue Harbor Resort Condo LLC. Ms. Karen J. Garnett Securities and Exchange Commission Division of Corporation Finance November 24, 2004 Page 4 Cover Page 4. Comment: Revise to delete the term "Sole Book-Runner" from your cover page. This term is not required by Item 501 of Regulation S-K and is not key to an investment decision. We will not object if you include the term on the back cover of your prospectus and in the Plan of Distribution section. Please confirm supplementally that you will not include the term "Sole Book-Runner" or any similar term in the prospectus that you circulate to investors. Response: The Company has deleted the term "sole book-runner" from the cover page of the prospectus and has included this term only in the "Underwriting" section and on the back cover page of the prospectus. The Company confirms that it will not include the term "sole-book runner," other than in the Underwriting section and on the back cover page, in the prospectus circulated to investors. Summary 5. Comment: We note your response and reissue prior comment 8. Please further revise the summary to balance your discussion of Competitive Strengths and Business and Growth Strategies with a summary of your competitive weaknesses or the most material risks associated with your company. Response: The Company has revised the summary section and added a "Summary Risk Factors" section in response to the Staff's comment. Certain Relationships and Related Transactions, pages 94-95 6. Comment: We note your disclosure of related party transactions in Notes 5 and 6 to your financial statements not currently disclosed here. Please revise to disclose these related transactions or alternatively, please tell us why you do not believe you are required to do so. Refer to Item 404 of Regulation S-K. Response: The Company confirms its belief that the items listed in Notes 5 and 6 of the financial statements that are not already discussed under "Certain Relationships and Related Transactions" in the Registration Statement are not required to be disclosed pursuant to Item 404 of Regulation S-K. Certain of these transactions were required to be disclosed in the Great Lakes Predecessor and Dells/Sandusky financial statements historically because they were separate, unconsolidated entities. After the formation transactions are consummated, these transactions will be intracompany transactions and thus are not required to be disclosed. The remaining transactions are not required to be disclosed for the following reasons: Ms. Karen J. Garnett Securities and Exchange Commission Division of Corporation Finance November 24, 2004 Page 5 - Payments received from an entity that leases space and operates a spa in the Company's Wisconsin Dells resort in which one of The Great Lakes Companies, Inc.'s ("Great Lakes") stockholders and executive officers has a 25% interest totaled approximately $35,000 in 2003. Such amount is below the $60,000 threshold of Item 404. - In connection with the provision of mortgage brokerage services by a non-executive employee relating to the mortgage financing of certain projects owned by Great Lakes', Great Lakes has paid fees to an entity partially owned by the Company and partially owned by the non-executive employee. As a non-executive employee, this individual does not fall within the category of individuals identified in Item 404 that would require disclosure of the transaction. - None of Great Lakes, its executive officers or directors has any interest in Tall Pines Development Corporation ("Tall Pines"). As such, payments made to Great Lakes' pursuant to Geographic Development Agreements with Tall Pines discussed in Note 6 to the Dells/Sandusky Combined Financial Statements were made to an unrelated third party. Underwriting, page 105 7. Comment: In response to prior comment 16, we note the fifth bullet point of your response refers to "customary market outs." Supplementally, please provide a draft copy of the underwriting agreement for us to review. We may have further comments on this condition. Response: The Company has filed the form of underwriting agreement as exhibit 1.1 to Amendment No. 3. 8. Comment: We note your supplemental response dated October 21, 2004 updating your response to prior comment 75 from our letter dated September 15, 2004. Supplementally, please confirm that those underwriters utilizing the i-Deal service have cleared these online offering procedures with the staff. If not, please provide a more detailed description of these online offering procedures, including screen shots and drafts of any communications those underwriters propose to use in the electronic distribution. Response: The following response is provided on behalf of the underwriters by their counsel, Hunton & Williams, LLP. The underwriters have advised the Company that the online offering procedures used in connection with the i-Deal Prospectus Delivery System (the "PDS") have not been cleared by the Staff. In addition, the Company has been advised that the PDS was Ms. Karen J. Garnett Securities and Exchange Commission Division of Corporation Finance November 24, 2004 Page 6 designed to comply with all applicable federal securities laws including, in particular, with Securities Act Release 33-7233 (October 6, 1995) (the "1995 Release") and Securities Act Release 33-7856 (April 28, 2000) (collectively with the 1995 Release, the "E-Releases"). The 1995 Release states that information distributed through electronic means would satisfy the "delivery or transmission requirements of the federal securities laws if such distribution results in delivery to the intended recipients of substantially equivalent information as these recipients would have had if the information were delivered to them in paper. As is the case with paper delivery, there should be an opportunity to retain a permanent record of the information." The E-Releases set forth three key concepts that should be addressed in any electronic distribution system to ensure appropriate delivery through electronic media--notice, access and evidence of delivery. The PDS investor communication is comprised of three parts to comply with the prospectus delivery requirements set forth in the E-Releases--an initial email, a document page, and the prospectus. No other communications will be provided to investors as part of the PDS. In addition, the PDS utilizes a delivery tracking system to ensure compliance with applicable federal securities laws. The Initial Email. The PDS delivers an email notification to the defined investor community, in this case, Citigroup Global Markets' institutional client base. The email notifies investors that a prospectus is available and that it may be accessed electronically via a hyperlink located at the end of the email. In the event that an investor does not wish to receive a prospectus via the PDS, the investor is requested to notify the underwriter by replying to the PDS email and indicating that the investor wishes to be removed from the email list. This removal notification can be sent at any time, even after the prospectus is initially accessed. A removal notification sent after initially accessing the prospectus serves to revoke the consent to electronic delivery originally provided by the investor and a paper copy of the prospectus is then provided to that investor. Prior to accessing the prospectus, investors must read and agree to certain disclaimers and provide their informed consent to electronic delivery of the prospectus. A new consent must be given with each PDS delivery; prior consents are not relied upon. Among other things, the disclaimers include a standard "subject to completion" legend provided in Item 501(b)(10) of Regulation S-K. The email explicitly requires the informed consent of the investor recipient and indicates that any consent granted does not waive the investor's ability to receive a paper copy of the prospectus. The prospectus is not attached to the email. Investors must consent by hyperlinking to the prospectus. By clicking on the hyperlink provided in the email, investors agree to the disclaimers set forth in the email and consent to delivery of the prospectus and any amended offering documents by means of electronic delivery via Ms. Karen J. Garnett Securities and Exchange Commission Division of Corporation Finance November 24, 2004 Page 7 posting to the website. Investors are informed that they may access and print the prospectus in lieu of a delivery of a physical copy of the prospectus materials. Investors that accept electronic delivery of the prospectus through PDS will be notified by email (or other available means) of the posting of any amendment to the prospectus for the offering. Any email message sent to the investor's same email address will be deemed to have been delivered, unless a notice that such email message was not delivered is received by the underwriter using PDS. The email also indicates the date through which the prospectus will be available online. The email provides details regarding the type of software necessary (Adobe Acrobat Reader and Internet Explorer or Netscape Navigator) to access and view the prospectus. Investors are warned that there may be some external costs associated with electronic delivery (for example, online connection costs). In two locations, the email provides investors a telephone number to the PDS help desk if they are having any trouble downloading the prospectus or need technical assistance. Document Page. The document page includes a direct hyperlink to the prospectus. The document page includes instructions to access the prospectus file. Again, investors are provided a telephone number to the PDS help desk if they are having any trouble downloading the prospectus or need technical assistance. Investors are informed that Adobe Acrobat Reader is necessary to view the prospectus and a hyperlink to download the software, at no cost, is provided. In addition, a link to an Adobe Acrobat technical trouble-shooting guide is provided. The Prospectus. A portable document format, or PDF, version of the prospectus is provided that replicates the paper version. Bookmarks are included for quick access navigation of the prospectus. The prospectus can be viewed, searched and printed from this site. In the PDF format used, the prospectus is secure and unalterable. The Tracking System. The PDS internally maintains an email package delivery detail system that provides real time delivery tracking for every email sent via PDS. The tracking system is not available to investors. With respect to each recipient, the PDS records among other things, the recipient's email address and the status of every email sent via the PDS. The status tracking provides follow-up results with time stamps as follows: Sent: successful delivery; Accessed: document accessed; and Email Bounced: delivery failed. In the event that an email is not accessed by a date certain or if delivery fails for any reason, the PDS notifies the underwriter and a paper copy of the prospectus is sent to the investor in a timely manner to ensure compliance with any prospectus delivery requirements. Ms. Karen J. Garnett Securities and Exchange Commission Division of Corporation Finance November 24, 2004 Page 8 As requested, the initial email (in screen shot and normal versions), the document page (screen shot) and prospectus (screen shot) are attached hereto as Exhibit B. In addition, a sample tracking system page is also included in Exhibit B. Great Wolf Resorts, Inc.-Unaudited Pro Forma Condensed Consolidated Financial Statements Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, page F-5 9. Comment: We note your response to comment 19. Your disclosure on page 2 of the registration statement indicates you are purchasing the resorts for 14,035,334 shares (at $16 per share) as well as $97.6 million in cash. Please explain to us how this reconciles to the $257,337 purchase price disclosed in Note F and revise your disclosure accordingly. Please provide the form and amount of consideration for each entity including the number of shares. Response: The Company has revised the Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet in response to the Staff's comment. The revisions are intended to clarify that: - In conjunction with the application of purchase accounting, the total purchase price was paid through two forms of consideration: (1) shares of Common Stock of the Company (valued at $16.00 per share) and (2) cash. The Company has added disclosure to describe this in the lead-in to the table on page F-5. The Company has also added to the table the number of shares issued, the fair value of those shares and the amount of cash paid for each entity acquired. - The number of shares issued reflected in the table on page F-5 (9,124,424) excludes 4,909,077 shares issued to GLC, the accounting acquirer. The Company has added disclosure to the lead-in to the table on page F-5 to clarify this point. As a result, the total number of shares issued as reflected in the table on page F-5 (the sum of 9,124,424 and 4,909,077) corresponds to the 14,033,051 shares of Common Stock referenced on page 2 of the Registration Statement and the purchase price on page F-5, when added to the value of shares issued to GLC (4,909,077 shares at $16.00 per share), corresponds with the purchase price disclosure on page 2 of the Registration Statement. Notes to the Consolidated Financial Statements-Great Wolf Predecessor Commitments and Contingencies, page F-28 10. Comment: We note your response to comment 20. However, we reiterate our request that you disclose whether you have a legal right to offset that is "enforceable by law". Ms. Karen J. Garnett Securities and Exchange Commission Division of Corporation Finance November 24, 2004 Page 9 Refer to paragraph 5 of FIN 39. In addition, you state that you "purchased" the IRB's in connection with the transaction. Please clarify for us whether you purchased the bonds with cash or through the transfer of title of the Kansas City resort and revise your disclosure accordingly. Response: The Company has revised the Registration Statement in response to the Staff's comment to clarify that its right to offset is enforceable by law. In addition, the Company directs the Staff's attention to the fourth sentence of the first marked paragraph on page F-28 of Amendment No. 2 and further clarifies that the purchase of the IRBs was effected with cash from proceeds of a third-party construction loan. * * * In addition, the Company supplementally provides the Staff as Exhibit C hereto a copy of the list of participants in the directed share program, as requested in the Staff's October 18, 2004 letter. The affiliation of each of these individuals with the Company, if any, is noted on the list. If you have any questions or require any further information concerning the Registration Statement, please call the undersigned at (404) 572-3595 or L. Neal Wheeler at (404) 572-2864. Very truly yours, Alan J. Prince cc: James A. Calder (Great Wolf Resorts, Inc.) J. Michael Schroeder (Great Wolf Resorts, Inc.) James L. Mather (Rubin, Brown, Gornstein & Co. LLP) Joan Phillips (Deloitte & Touche LLP) David C. Wright (Hunton & Williams LLP) Andrew A. Gerber (Hunton & Williams LLP) L. Neal Wheeler (King & Spalding LLP) -----END PRIVACY-ENHANCED MESSAGE-----

EX-1.1

                                                                     EXHIBIT 1.1

                            Great Wolf Resorts, Inc.


                                14,000,000 Shares
                                  Common Stock
                                ($0.01 par value)


                             Underwriting Agreement


                                                              New York, New York
                                                               __________ , 2004


Citigroup Global Markets Inc.
As Representative of the several Underwriters,
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  Great Wolf Resorts, Inc., a corporation organized under the
laws of Delaware (the "Company"), proposes to sell to the several underwriters
named in Schedule I hereto (the "Underwriters"), for whom you (the
"Representative") are acting as representative, 14,000,000 shares of common
stock, $0.01 par value (the "Common Stock") of the Company (said shares to be
issued and sold by the Company being hereinafter called the "Underwritten
Securities"). The Company also proposes to grant to the Underwriters an option
to purchase up to 2,100,000 additional shares of Common Stock to cover
over-allotments (the "Option Securities"; the Option Securities, together with
the Underwritten Securities, being hereinafter called the "Securities"). To the
extent there are no additional Underwriters listed on Schedule I other than you,
the term Representative as used herein shall mean you, as Underwriter, and the
term Underwriters shall mean either the singular or plural as the context
requires. Certain terms used herein are defined in Section 17 hereof.

                  As part of the offering contemplated by this Agreement, the
Underwriters have agreed to reserve out of the Securities set forth opposite
their names on Schedule I to this Agreement, up to 700,000 shares, for sale by
Citigroup Global Markets Inc. to the Company's officers, directors, employees
and other related persons (collectively, "Participants"), as set forth in the
Prospectus under the heading "Underwriting" (the "Directed Share Program"). The
Securities to be sold pursuant to the Directed Share Program (the "Directed
Shares") will be sold by Citigroup Global Markets Inc. pursuant to this
Agreement at the public offering price. Any Directed Shares not orally confirmed
for purchase by any Participant by 8:00 A.M. New York City time on the business
day following the date on which this Agreement is executed will be offered to
the public by the Underwriters as set forth in the Prospectus.



                  At or prior to the Closing Date (as hereinafter defined), the
Company and The Great Lakes Companies, Inc., a Wisconsin corporation ("Great
Lakes"), the sole shareholder of the Company as of the date hereof, will
complete a series of transactions described in the Prospectus (as hereinafter
defined) under the heading "Structure and Formation of Our Company"
(collectively, such series of transactions, and any actions necessary for the
consummation of such transactions, being referred to herein as the "Formation
Transactions"). As part of the Formation Transactions, the Company will, as
described in the Prospectus, acquire indirectly through its newly-formed,
wholly-owned subsidiary, GWR Operating Partnership, L.L.L.P., a Delaware limited
liability limited partnership (the "OP"), all of the ownership interests in
certain entities listed on Schedule II-A hereto (collectively, the "Predecessor
Subsidiaries;" each, a "Predecessor Subsidiary"), which entities are currently
affiliated with Great Lakes. The subsidiaries of the Company prior to the
consummation of the Formation Transactions are listed on Schedule II-B hereto
(collectively, the "Subsidiaries;" each, a "Subsidiary"). With respect to
representations, warranties, covenants and opinions set forth in this Agreement
that relate to a time at or after the Closing Date, reference to "Subsidiaries"
shall mean the entities listed on Schedule II-C and there will be no Predecessor
Subsidiaries, as each will be merged out of existence on the Closing Date.

                  1. Representations and Warranties. Each of the Company and
Great Lakes jointly and severally, represents and warrants to, and agrees with,
each Underwriter as set forth below in this Section 1.

                  (a)      The Company has prepared and filed with the
Commission a registration statement (file number 333-118148) on Form S-1,
including a related preliminary prospectus, for registration under the Act of
the offering and sale of the Securities. The Company may have filed one or more
amendments thereto, including a related preliminary prospectus, each of which
has previously been furnished to you. The Company will next file with the
Commission one of the following: (1) prior to the Effective Date of such
registration statement, a further amendment to such registration statement
(including the form of final prospectus) or (2) after the Effective Date of such
registration statement, a final prospectus in accordance with Rule 430A and Rule
424(b). In the case of clause (2), the Company has included in such registration
statement, as amended at the Effective Date, all information (other than Rule
430A Information) required by the Act and the Rules to be included in such
registration statement and the Prospectus. As filed, such amendment and form of
final prospectus, or such final prospectus, shall contain all Rule 430A
Information, together with all other such required information, and, except to
the extent the Representative shall agree in writing to a modification, shall be
in all substantive respects in the form furnished to you prior to the Execution
Time or, to the extent not completed at the Execution Time, shall contain only
such specific additional information and other changes (beyond that contained in
the latest Preliminary Prospectus) as the Company has advised you, prior to the
Execution Time, will be included or made therein. The Registration Statement has
been declared effective by the Commission or, if applicable, has become
effective under the Act.

                  (b)      On the Effective Date, the Registration Statement did
or will, and when the Prospectus is first filed (if required) in accordance with
Rule 424(b) and on the


                                       2



Closing Date (as defined herein) and on any date on which Option Securities are
purchased, if such date is not the Closing Date (a "settlement date"), the
Prospectus (and any supplements thereto) will, comply in all material respects
with the applicable requirements of the Act and the Rules; on the Effective Date
and at the Execution Time, the Registration Statement did not or will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein not misleading; and, on the Effective Date, the Prospectus, if not filed
pursuant to Rule 424(b), will not, and on the date of any filing pursuant to
Rule 424(b) and on the Closing Date and any settlement date, the Prospectus
(together with any supplement thereto) will not, include any untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company and Great Lakes make
no representations or warranties as to the information contained in or omitted
from the Registration Statement, or the Prospectus (or any supplement thereto)
in reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Underwriter through the Representative
specifically for inclusion in the Registration Statement or the Prospectus (or
any supplement thereto).

                  (c)      No stop order suspending the effectiveness of a
Registration Statement or any part thereof has been issued and no proceeding for
that purpose has been instituted or, to the knowledge of the Company, threatened
or contemplated by the Commission or by the state securities authority of any
jurisdiction. No order preventing or suspending the use of the Prospectus has
been issued and no proceeding for that purpose has been instituted or, to the
knowledge of the Company, threatened or contemplated by the Commission or by the
state securities authority of any jurisdiction.

                  (d)      The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with power and authority (corporate and other) to own or lease its
properties, as the case may be, and to operate its properties and conduct its
business as described in the Prospectus and to enter into and perform its
obligations under this Agreement and other agreements related to the execution
and consummation of the Formation Transactions and listed on Schedule IV
attached hereto (collectively, the "Formation Agreements") to which the Company
is a party; the Formation Agreements listed on Schedule IV attached hereto
include all material documents required for the execution and consummation of
the Formation Transactions; and the Company is duly qualified to do business as
a foreign corporation and is in good standing in all other jurisdictions in
which its ownership or lease, and operation of property or the conduct of its
business requires such qualification, except where the failure to so qualify
would not have, individually or in the aggregate, a Material Adverse Effect. At
the Closing Date, (i) the OP will own, directly or indirectly, all of the member
interests in the Subsidiaries; (ii) the Company will own (a) all of the limited
partnership interests in the OP and (b) all of the member interests in GWR OP
General Partner, LLC (the "OP General Partner"); and (iii) OP General Partner
will be the sole general partner of the OP.


                                       3


                  (e)      Each of Great Lakes, the Subsidiaries and the
Predecessor Subsidiaries has been duly formed and is validly existing as a
corporation, limited partnership, limited liability company or limited liability
limited partnership, as the case may be, in good standing under the laws of the
jurisdiction of its organization, with power and authority (corporate and other)
to own its assets and conduct its business as described in the Prospectus and to
enter into and to perform its obligations under this Agreement (in the case of
Great Lakes only) and the Formation Agreements to which it is a party; and is
duly qualified to do business as a foreign corporation, limited partnership,
limited liability company or limited liability limited partnership in good
standing in all other jurisdictions in which its ownership or lease or operation
of property or the conduct of its business requires such qualification, except
where the failure to so qualify would not have a Material Adverse Effect. The
entities listed on Schedule II-C attached hereto are or will be the only
subsidiaries of the Company as of the Closing Date.

                  (f)      All of the issued and outstanding capital stock or
other ownership interests of each Subsidiary and Predecessor Subsidiary have
been duly authorized and validly issued and are fully paid and non-assessable
and except as described in the Prospectus, each Subsidiary's capital stock or
other ownership interests are owned by the Company, as applicable, directly or
through wholly-owned subsidiaries, free and clear of any security interests,
liens, mortgages, encumbrances, pledges, claims, defects or other restrictions
of any kind (collectively, "Liens"), except for liens securing indebtedness as
described in the Prospectus and except where such Liens would not have a
Material Adverse Effect. None of such equity interests were issued in violation
of any preemptive or other similar rights of any securityholder of such
Subsidiary. There are no outstanding options, rights (preemptive or otherwise)
or warrants to purchase or subscribe for equity interests or other securities of
any Subsidiary or Predecessor Subsidiary; except for the tenant in common
interests and profit interests set forth on Schedule III.

                  (g)      The capital stock of the Company conforms in all
material respects to the description thereof contained in the Prospectus under
the caption "Description of Securities;" the authorized capitalization of the
Company, as of the Closing Date (assuming no Option Securities are purchased at
the Closing Date), will be as set forth in the Prospectus under the caption
"Capitalization." As of the Closing Date, the Company has no outstanding debt
other than as set forth in the Prospectus. Prior to the Closing Date, Great
Lakes was the sole holder of the outstanding capital stock of the Company. None
of the outstanding shares of capital stock of the Company were issued in
violation of any preemptive or other similar rights of any securityholder of the
Company. Except as disclosed in the Prospectus and except for shares of Common
Stock reserved for issuance in connection with the Company's 2004 incentive
stock plan described in the Prospectus (the "Stock Incentive Plan"), no shares
of Common Stock are reserved for any purpose; except (i) as disclosed in the
Prospectus, (ii) for options to purchase Common Stock under the Stock Incentive
Plan and (iii) for the tenant in common interests and profit interests set
forth on Schedule III, there are no outstanding securities convertible into or
exchangeable for any shares of Common Stock and there are no outstanding


                                       4


options, rights (preemptive or otherwise) or warrants to purchase or subscribe
for shares of Common Stock or any other securities of the Company.

                  (h)      The Securities and all outstanding shares of capital
stock of the Company have been duly authorized; all outstanding shares of
capital stock of the Company are, and, when the Securities to be issued and sold
by the Company have been issued and delivered and paid for in accordance with
this Agreement on the Closing Date or settlement date, such Securities will have
been, validly issued, fully paid and non-assessable, have been, or will be,
offered and sold in compliance with all applicable laws in all material respects
and will conform, in all material respects, to the description thereof contained
in the Prospectus; and the stockholders of the Company have no preemptive rights
with respect to the Securities to be issued and sold by the Company. Upon
payment of the purchase price and issuance and delivery of the Securities to be
issued and sold by the Company in accordance herewith, the Underwriters will
receive good, valid and marketable title to such Securities free and clear of
all Liens. The certificates to be used to evidence the Securities will be in
substantially the form filed as an exhibit to the Registration Statement and
will, at the Closing Date or settlement date, be in proper form and will comply
in all material respects with all applicable legal requirements, the
requirements of the certificate of incorporation and bylaws of the Company and
the requirements of The Nasdaq Stock Market, Inc. (the "NASDAQ").

                  (i)      There are no transfer taxes or other similar fees or
charges under Federal law or the laws of any state, or any political subdivision
thereof, required to be paid in connection with the execution and delivery of
this agreement or the issuance by the Company or sale by the Company of the
Securities.

                  (j)      Except as disclosed in the Prospectus, there are no
contracts, agreements or understandings between the Company or Great Lakes and
any person or entity that would give rise to a valid claim against the Company,
Great Lakes or any Underwriter for a brokerage commission, finder's fee or other
like payment in connection with this offering.

                  (k)      Except for the registration rights agreement to be
entered into by the Company in connection with the Formation Transactions (the
"Registration Rights Agreement"), there are no contracts, agreements or
understandings between the Company and any person granting such person the right
to require the Company to file a registration statement under the Act with
respect to any securities of the Company owned or to be owned by such person or
to require the Company to include such securities in the securities registered
pursuant to the Registration Statement or in any securities being registered
pursuant to any other registration statement filed by the Company under the Act.

                  (l)      The shares of the Company's Common Stock to be issued
in connection with the consummation of the Formation Transactions (the
"Formation Stock") have been duly authorized, and, when issued in accordance
with the terms of the applicable Formation Agreements, will have been validly
issued and fully paid and nonassessable and free of any statutory preemptive
rights and similar rights that entitle or


                                       5


will entitle any person to acquire any capital stock upon the issuance thereof
by the Company; the Formation Stock has been and will be offered and sold in
compliance with all applicable corporate and Federal and state securities laws
and, to the Company's knowledge, all other applicable laws.

                  (m)      All applicable filings or notices in connection with
the offer and issuance of the Formation Stock has been made or given as
required; the offer and issuance by the Company of the Formation Stock is exempt
from the registration requirements of Section 5 of the Act.

                  (n)      None of the Company, Great Lakes, any Subsidiary or
any Predecessor Subsidiary (i) is in violation of its charter or bylaws or other
similar organization documents, (ii) is in default (whether with or without the
giving of notice or passage of time or both) in the performance or observance of
any obligation, agreement, term, covenant or condition contained in a contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease (under
which such entity is landlord, tenant or otherwise), ground lease (under which
such entity is tenant or landlord), development agreement, license agreement,
reciprocal easement agreement, deed restriction, utility agreement or other
agreement or instrument to which it is a party or by which it is bound, or to
which any of the Properties (as hereinafter defined) or any of its other
property or assets is subject (collectively, "Agreements and Instruments"),
(iii) is in violation of any statute, law, ordinance, rule, regulation,
judgment, order or decree of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority to which it or the Properties
or any of its other properties or assets is subject except, in the case of
clauses (ii) and (iii), for such defaults or violations that would not have a
Material Adverse Effect.

                  (o)      No consent, approval, authorization, or order of, or
filing or registration with, any governmental agency or body or any court or any
third party is required for the execution, delivery, performance or consummation
of the transactions contemplated by this Agreement or the Formation Agreements,
except such (i) as have been obtained and made under the Act, (ii) as may be
required under blue sky laws of any jurisdiction in connection with the purchase
and distribution of the Securities by the Underwriters in the manner
contemplated in this Agreement and in the Prospectus, (iii) consents, approvals,
authorizations, orders, filings or registrations that have been obtained or that
will be obtained or completed by the Closing Date or (iv) that the absence of
which would not, individually or in the aggregate, have a Material Adverse
Effect.

                  (p)      The issue and sale of the Securities and execution,
delivery and performance of this Agreement and the Formation Agreements and the
consummation of the transactions contemplated herein and therein and in the
Registration Statement and the compliance by the Company, Great Lakes, such
Subsidiary and such Predecessor Subsidiary, as applicable, with its respective
obligations hereunder and thereunder have been duly authorized by all necessary
corporate or other action and do not and will not, whether with or without the
giving of notice or passage of time or both, conflict with or constitute or
result in a breach or violation of, or default or Repayment Event (as defined
below) under, or result in the creation or imposition of any Lien upon any
property or


                                       6


assets of the Company, Great Lakes, any Subsidiary or any Predecessor Subsidiary
pursuant to, the Agreements and Instruments (except for Liens related to the
refinancing transactions described in the Prospectus and such conflicts,
breaches, violations, defaults or Repayment Events or Liens that would not have
a Material Adverse Effect), nor will such action result in any violation of the
provisions of (i) the charter or bylaws of the Company, Great Lakes, any
Subsidiary or any Predecessor Subsidiary or (ii) (except for such violations
that would not have a Material Adverse Effect) any applicable law, statute,
rule, regulation, judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over the
Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries, as
applicable or any of their assets, properties or operations. As used herein, a
"Repayment Event" means any event or condition that, without regard to
compliance with any notice or other procedural requirements, gives the holder of
any note, debenture or other evidence of indebtedness (or any person acting on
such holder's behalf) the right to require the repurchase, redemption or
repayment of all or a portion of such indebtedness by the Company, Great Lakes,
any Subsidiary or any Predecessor Subsidiary.

                  (q)      This Agreement has been duly and validly authorized,
executed and delivered by the Company and Great Lakes, and assuming due
authorization, execution and delivery by the Representative, is a valid and
binding agreement of the Company and Great Lakes, enforceable against the
Company and Great Lakes, in accordance with its terms, except to the extent that
such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent transfer, moratorium, reorganization or other similar laws now or
hereafter in effect relating to or affecting creditors' rights and general
principles of equity and except as rights to indemnification and contribution
thereunder may be limited by applicable law or policies underlying such law.

                  (r)      At or immediately prior to the Closing Date, each of
the Formation Agreements and each material contract filed as an exhibit to the
Registration Statement that is not also a Formation Agreement will have been
duly and validly authorized, executed and delivered by the Company, Great Lakes,
one or more Subsidiaries or one or more Predecessor Subsidiaries, as applicable,
and, to the knowledge of the Company or Great Lakes, by each of the other
parties thereto (other than the Representative) and, assuming due authorization,
execution and delivery by such other parties, will be a valid and binding
agreement of the Company, Great Lakes, one or more Subsidiaries and one or more
Predecessor Subsidiaries, as applicable, enforceable against the Company, Great
Lakes, one or more Subsidiaries and one or more Predecessor Subsidiaries, as
applicable, in accordance with its terms, except to the extent that such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
transfer, moratorium, reorganization or other similar laws now or hereafter in
effect relating to or affecting creditors' rights and general principles of
equity and except as rights to indemnification and contribution thereunder may
be limited by applicable law or policies underlying such law.

                  (s)      The Company, Great Lakes, the Subsidiaries and the
Predecessor Subsidiaries possess all certificates, authorities, licenses,
consents, approvals, permits and other authorizations (collectively, the
"Licenses") issued by appropriate governmental agencies or bodies or third
parties necessary to conduct the business now operated by them or proposed to be
operated by them, are in compliance with the terms and


                                       7


conditions of all such Licenses and have not received any notice of proceedings
relating to the revocation or modification of any such Licenses, except where
the failure to possess any such License or to comply with any of its terms and
conditions, or an adverse determination in any proceeding, would not,
individually or in the aggregate, have a Material Adverse Effect.

                  (t)      The historical balance sheet of the Company included
in the Registration Statement and the Prospectus, together with the related
note, presents fairly in all material respects the financial condition of the
Company as of the period indicated; said balance sheet has been prepared in
conformity with generally accepted accounting principles ("GAAP") applied on a
consistent basis throughout the period involved; said balance sheet has been
prepared on a consistent basis with the books and records of the Company. The
combined historical financial statements of Great Lakes Predecessor (as defined
in the Registration Statement) included in the Registration Statement and the
Prospectus, together with the related notes, present fairly in all material
respects the financial condition of Great Lakes Predecessor as of the periods
indicated, and the results of operations, stockholders' equity and cash flows of
Great Lakes Predecessor for the periods specified; said financial statements
have been prepared in conformity with GAAP applied on a consistent basis
throughout the periods involved (except as is indicated in the notes thereto and
subject to normal year-end adjustments in the case of unaudited interim
financial statements); said financial statements have been prepared on a
consistent basis with the books and records of Great Lakes Predecessor. The
historical combined financial statements of Great Bear Lodge of Wisconsin Dells,
LLC ("Wisconsin Dells LLC") and Great Bear Lodge of Sandusky, LLC ("Sandusky
LLC") included in the Registration Statement and the Prospectus, together with
the related notes, present fairly in all material respects the financial
condition of the combined operations of Wisconsin Dells LLC and Sandusky LLC as
of the periods indicated, and the results of operations, members' equity and
cash flows of the combined operations of Wisconsin Dells LLC and Sandusky LLC
for the periods specified; said financial statements have been prepared in
conformity with GAAP applied on a consistent basis throughout the periods
involved (except as is indicated in the notes thereto and subject to normal
year-end adjustments in the case of unaudited interim financial statements);
said financial statements have been prepared on a consistent basis with the
respective books and records of Wisconsin Dells LLC and Sandusky LLC. The
unaudited pro forma condensed consolidated financial statements and the related
notes thereto included in the Registration Statement and the Prospectus have
been prepared in accordance with the applicable accounting requirements under
the Act and the Commission's rules and guidelines with respect to pro forma
financial statements and have been properly compiled on the bases described
therein, and the assumptions used in the preparation thereof are reasonable and
provide a reasonable basis for presenting the significant effects directly
attributable to the transactions or events described therein, and the related
adjustments used therein give appropriate effect to the transactions and
circumstances referred to therein and the pro forma columns therein reflect the
proper application of these adjustments to the corresponding historical
financial statement amounts. The selected financial and other data and the
summary financial and other data included in the Prospectus and Registration
Statement under such captions present fairly the information shown therein and
have been compiled on a basis consistent with that of


                                       8


the audited and unaudited financial statements included in the Registration
Statement. Other than the historical and pro forma financial statements included
in the Registration Statement and Prospectus, no other historical or pro forma
financial statements (or schedules) are required by the Act and the Rules to be
included therein. All non-GAAP financial measures included in the Registration
Statement and Prospectus comply with the Act, including Regulation G and Item
10(e) of Regulation S-K, and present fairly the information shown therein and
the Company's basis for using such measures.

                  (u)      Deloitte & Touche LLP is an independent registered
public accounting firm, as defined by the Exchange Act and the Public Company
Accounting Oversight Board (United States), with respect to the Company and the
"Great Lakes Predecessor" (as such term is defined in the Prospectus); Rubin,
Brown, Gornstein & Co. LLP is an independent registered public accounting firm,
as defined by the Exchange Act and the Public Company Accounting Oversight Board
(United States), with respect to Wisconsin Dells LLC and Sandusky LLC.

                  (v)      The Company, Great Lakes, the Subsidiaries and the
Predecessor Subsidiaries have filed all foreign, federal, state and local tax
returns that are required to be filed or have in good faith requested extensions
for the filing thereof (except in any case in which the failure so to file would
not have a Material Adverse Effect); except as set forth in or contemplated in
the Prospectus (exclusive of any supplement thereto), all such returns are true,
correct and complete in all material respects; each of the Company, Great Lakes,
the Subsidiaries and the Predecessor Subsidiaries has paid all taxes required to
be paid by it and any other assessment or similar payments, fine or penalty
levied against it, to the extent that any of the foregoing is due and payable,
except for any such assessment, fine or penalty that (i) is currently being
contested in good faith, (ii) would not have a Material Adverse Effect, or (iii)
is described in or contemplated in the Prospectus (exclusive of any supplement
thereto). No audits or other administrative proceedings or court proceedings are
presently pending nor threatened against the Company, Great Lakes, any of the
Subsidiaries or any of the Predecessor Subsidiaries with regard to any taxes or
returns of such entities, and no taxing authority has notified the Company,
Great Lakes, any of the Subsidiaries or any of the Predecessor Subsidiaries in
writing that it intends to investigate its tax affairs. Except as disclosed in
the Prospectus (exclusive of any supplement thereto), to the knowledge of the
Company or Great Lakes, there is no pending or threatened special assessment,
tax reduction proceeding or other action which could increase or decrease the
real property taxes or assessments of any Property, which, individually or in
the aggregate, would have a Material Adverse Effect.

                  (w)      Except for materials distributed in conformity with
certain exemptions from registration under the Act in connection with
transactions contemplated by the Formation Agreements, the Company, its
Subsidiaries, Great Lakes and the Predecessor Subsidiaries have not distributed,
and prior to the later of the Closing Date and the completion of the
distribution of the Securities, will not distribute, any offering material in
connection with the offering or sale of the Securities other than the
Registration Statement, the Prospectus or any other materials, if any, permitted
by the Act (which were disclosed prior to their distribution to the
Representative and its counsel) (it


                                       9


being understood that no representation is made with respect to any other
materials distributed by the Representative).

                  (x)      Each of the Company, Great Lakes, the Subsidiaries
and the Predecessor Subsidiaries is in compliance, in all material respects,
with all presently applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended, including the final regulations and published
interpretations thereunder ("ERISA"); no "reportable event" (as defined in
ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) for
which the Company, Great Lakes, any of the Subsidiaries or any of the
Predecessor Subsidiaries has any liability; none of the Company, Great Lakes,
the Subsidiaries or the Predecessor Subsidiaries has incurred or expects to
incur liability under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any "pension plan" (as defined in ERISA) or (ii) Sections 412
or 4971 of the Code including the final regulations and published
interpretations thereunder; and each "pension plan" (as defined in ERISA) for
which the Company or any of its Subsidiaries would have any liability and that
is intended to be qualified under Section 401(a) of the Code is a proto-type
plan that has an opinion letter from the Internal Revenue Service that opines as
to the "GUST" law changes, and such pension plan has been operated in material
compliance with Section 401(a) of the Code except where such non-compliance,
reportable events or liabilities would not have a Material Adverse Effect.

                  (y)      To the knowledge of the Company, the assets of the
Company and its Subsidiaries do not constitute "plan assets" of an ERISA
regulated employee benefit plan (as the term "plan assets" is defined in the
regulations under ERISA).

                  (z)      (i) Upon consummation of the Formation Transactions,
the Company and its Subsidiaries will have good and marketable title in fee
simple title (or in the case of the resort in Sheboygan, Wisconsin [AND THE
RESORT IN KANSAS CITY, KANSAS,] a leasehold interest) to all of the properties
and other assets described in the Prospectus to be owned or leased by the
Company or its Subsidiaries as of the Closing Date (the "Properties"), in each
case, free and clear of all Liens, except (A) as set forth in the title reports
set forth on Schedule V hereto, (B) as disclosed in the Prospectus or (C) such
as would not have a Material Adverse Effect; (ii) all Liens on or affecting the
Properties that are required to be disclosed in the Prospectus are disclosed
therein and none of the Company, Great Lakes, the Subsidiaries or the
Predecessor Subsidiaries is in default under any such Lien; (iii) to their
knowledge, none of the Company, Great Lakes, the Subsidiaries or the Predecessor
Subsidiaries are in violation of any municipal, state or federal law, rule or
regulation concerning the Properties or any part thereof which violation would
have a Material Adverse Effect; (iv) each of the Properties complies with all
applicable zoning laws, occupancy laws, laws, ordinances, regulations,
development agreements, reciprocal easement agreements, ground or airspace
leases and deed restrictions or other covenants, except where the failure to
comply would not result in a Material Adverse Effect or could not result in a
forfeiture or reversion of title; and (v) none of the Company, Great Lakes, the
Subsidiaries or the Predecessor Subsidiaries have received from any governmental
authority any written notice of any condemnation of or zoning


                                       10


change materially affecting the Properties or any part thereof, and none of the
Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries knows of
any such condemnation or zoning change that is threatened and that, if
consummated, would have a Material Adverse Effect. Each of the Company, Great
Lakes, the Subsidiaries and the Predecessor Subsidiaries owns or leases all such
properties as are necessary to the conduct of its operations as presently
conducted or as proposed to be conducted (other than with respect to future
resort developments) in the Prospectus.

                  (aa)     Water, sanitary sewer, electricity and telephone
service necessary to the conduct of its operations as presently conducted or as
proposed to be conducted in the Prospectus are all available at each Property
and, to the knowledge of the Company and Great Lakes, are located on each
Property or over duly dedicated streets or perpetual easements of record
benefiting each Property or other enforceable rights that allow access to each
Property. There exists no restriction, prohibition or moratorium on the right of
the owner of each Property to access all such utilities, nor, to the knowledge
of the Company and Great Lakes, any condition that the owner of each Property
construct or improve utility facilities or lines not on such Property as a
condition to the availability thereof, except such restriction, prohibition,
moratorium or condition that would not have a Material Adverse Effect.

                  (bb)     The Company, Great Lakes, the Subsidiaries and the
Predecessor Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are
generally deemed prudent and customary in the businesses in which they are or
will be engaged as described in the Prospectus; all policies of insurance and
fidelity or surety bonds insuring the Company, Great Lakes, the Subsidiaries and
the Predecessor Subsidiaries or their respective businesses, assets, employees,
officers and directors are in full force and effect; each of the Company, Great
Lakes, the Subsidiaries and the Predecessor Subsidiaries is in compliance with
the terms of such policies and instruments in all material respects; there are
no material claims by the Company, Great Lakes, any of the Subsidiaries or any
of the Predecessor Subsidiaries under any such policy or instrument as to which
any insurance company is denying liability or defending under a reservation of
rights clause; none of the Company, Great Lakes, the Subsidiaries or the
Predecessor Subsidiaries have been refused any insurance coverage sought or
applied for in the 12 months prior to the date hereof; and to the knowledge of
the Company, the Company, Great Lakes, the Subsidiaries or the Predecessor
Subsidiaries will be able to obtain insurance coverage substantially similar in
all material respects to the current coverage as and when such coverage expires
from similar insurers as may be necessary to continue to conduct business as
currently conducted or as proposed to be conducted in the Prospectus without an
increase in cost that would have a Material Adverse Effect, except as set forth
or contemplated in the Prospectus (exclusive of any supplement thereto).

                  (cc)     Except as set forth in the Registration Statement and
the Prospectus, the mortgages and deeds of trust encumbering the Properties and
assets are described in the Prospectus and are not convertible and none of the
Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries or any
person affiliated therewith holds a participating interest therein, and such
mortgages and deeds of trust are not cross-


                                       11


defaulted or cross-collateralized to or from any property not owned directly or
indirectly by the Company, the Subsidiaries, Great Lakes or the Predecessor
Subsidiaries.

                  (dd)     Except as described or referred to in the Prospectus,
at the Closing Date, the Company, Great Lakes, the Subsidiaries or the
Predecessor Subsidiaries, as applicable, will have title insurance on the fee
interests and/or leasehold interests (in the case of a ground lease interest) in
each of the Properties covering such risks and in such amounts as are
commercially reasonable for the assets owned or leased by them and for the type
of business conducted or to be conducted, and in each case such title insurance
will be in full force and effect. None of the Company, Great Lakes, the
Subsidiaries or the Predecessor Subsidiaries have any reason to believe that any
of them will not be able to obtain title insurance coverage as may be necessary
to continue to conduct business as currently conducted.

                  (ee)     The Company, Great Lakes, the Subsidiaries and the
Predecessor Subsidiaries are, to the Company's knowledge after due inquiry, (i)
in compliance with all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety from hazardous
or toxic substances or wastes, pollutants or contaminants, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received and are in compliance with all
permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) have not
received written notice of any actual or potential liability under any
Environmental Laws, except where such non-compliance with Environmental Laws,
failure to receive or comply with required permits, licenses or other approvals,
or liability would not, individually or in the aggregate, have a Material
Adverse Effect, except as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto). Except as set forth in the Prospectus,
none of the Company, Great Lakes, the Subsidiaries or the Predecessor
Subsidiaries have been formally designated as a "potentially responsible party"
by the United States Environmental Protection Agency under the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended.

                  (ff)     In the ordinary course of its business, the Company
periodically reviews the effect of Environmental Laws on the business,
operations and properties of the Company and the Subsidiaries and Great Lakes
periodically reviews the effect of Environmental Laws on the business,
operations and properties of Great Lakes and the Predecessor Subsidiaries. In
the course of such review each identifies and evaluates associated costs and
liabilities (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with
Environmental Laws, or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties). On the
basis of such review, the Company and Great Lakes have reasonably concluded that
such associated costs and liabilities would not, singly or in the aggregate,
have a Material Adverse Effect, except as set forth in or contemplated in the
Prospectus (exclusive of any supplement thereto).

                  (gg)     None of the environmental consultants that prepared
any of the environmental reports with respect to any of the Properties were
employed by the


                                       12


Company or its affiliates for such purpose on a contingent basis or, to the
knowledge of the Company or Great Lakes, had, at the time of retention, any
substantial interest in any of the Company, Great Lakes, the Subsidiaries or the
Predecessor Subsidiaries, and to the knowledge of the Company or Great Lakes,
none of such consultants or any of their directors, officers or employees is
connected with any of the Company, Great Lakes, the Subsidiaries or the
Predecessor Subsidiaries as a promoter, selling agent, managing member,
director, officer or employee.

                  (hh)     The Securities have been approved for listing on
NASDAQ subject to official notice of issuance; such approval was obtained by the
Company prior to the distribution of the Preliminary Prospectus.

                  (ii)     No labor dispute with the employees of any of the
Company, Great Lakes, the Subsidiaries or the Predecessor Subsidiaries exists
or, to the knowledge of the Company or Great Lakes, is threatened or imminent,
and neither the Company nor Great Lakes is aware of any existing or imminent
labor disturbance by the employees of any of its, the Subsidiaries' or the
Predecessor Subsidiaries' principal suppliers, developers, designers,
contractors, business partners, or customers that would have a Material Adverse
Effect, except as set forth in or contemplated by the Prospectus (exclusive of
any supplement thereto).

                  (jj)     The Company, Great Lakes, the Subsidiaries and the
Predecessor Subsidiaries own, possess, license or have or can acquire (with
respect to future operations of the Company) other rights to use, on reasonable
terms, all patents, patent applications, trade and service marks, trade and
service mark registrations, trade names, copyrights, licenses, development
rights, inventions, trade secrets, technology, know-how and other property
(collectively, the "Intellectual Property") necessary to conduct the business of
the Company as presently conducted or as proposed in the Prospectus to be
conducted. Except as set forth in the Prospectus (exclusive of any supplement
thereto) or as would not have a Material Adverse Effect, (i) to the knowledge of
the Company or Great Lakes, there are no rights of third parties to any such
Intellectual Property; (ii) to the knowledge of the Company or Great Lakes,
there is no material infringement by third parties of any such Intellectual
Property; (iii) there is no pending or, to the knowledge of the Company or Great
Lakes, threatened action, suit, proceeding or claim by others challenging the
Company's or Great Lakes' rights in or to any such Intellectual Property, and
neither the Company nor Great Lakes is aware of any facts which would form a
reasonable basis for any such claim; (iv) there is no pending or, to the
knowledge of the Company or Great Lakes, threatened action, suit, proceeding or
claim by others challenging the validity or scope of any such Intellectual
Property, and neither the Company nor Great Lakes is aware of any facts which
would form a reasonable basis for any such claim; and (v) there is no pending
or, to the knowledge of the Company or Great Lakes, threatened action, suit,
proceeding or claim by others that the Company or Great Lakes infringed or
otherwise violated any patent, trademark, copyright, trade secret or other
proprietary rights of others, and neither the Company nor Great Lakes is aware
of any other fact which would form a reasonable basis for any such claim.


                                       13


                  (kk)     Except as disclosed in the Prospectus (exclusive of
any supplement thereto), there is no pending action, suit or proceeding against
or affecting any of the Company, Great Lakes, the Subsidiaries or the
Predecessor Subsidiaries or any of the Properties or other assets that, if
determined adversely to such entity, would have a Material Adverse Effect, or
would materially and adversely affect the ability of the Company or Great Lakes,
as applicable, to perform its obligations under this Agreement; and no such
action, suit or proceeding is, to the Company's or Great Lakes' knowledge,
threatened or contemplated.

                  (ll)     Except as disclosed in the Prospectus, since the date
of the latest financial statements included in the Prospectus, (i) there has
been no Material Adverse Effect on the Company, Great Lakes, the Predecessor
Subsidiaries and the Subsidiaries, taken as a whole; (ii) there have been no
transactions entered into by the Company, any of the Subsidiaries, Great Lakes
or any of the Predecessor Subsidiaries that are material with respect to the
Company, the Subsidiaries, Great Lakes and the Predecessor Subsidiaries, taken
as a whole; (iii) none of the Company, any of the Subsidiaries, Great Lakes or
any of the Predecessor Subsidiaries have incurred any obligation or liability,
direct, contingent or otherwise that is or would be material to the Company, the
Subsidiaries, Great Lakes and the Predecessor Subsidiaries, taken as a whole;
and (iv) there has been no dividend or distribution of any kind declared, paid
or made by the Company, Great Lakes, the Subsidiaries or the Predecessor
Subsidiaries on any class of their respective capital stock or other ownership
interests.

                  (mm)     The Company is not and, after giving effect to the
offering and sale of the Securities and the application of the proceeds thereof
as described in the Prospectus, the Company will not be, an "investment company"
as defined in the Investment Company Act of 1940, as amended.

                  (nn) There is no contract or other document required to be
described in the Registration Statement or the Prospectus or to be filed as an
exhibit thereto, which is not described or has not been filed as required; the
statements in the Prospectus under the headings: "Business-Government
Regulation," Business-Environmental Matters," "Business-Development-Tall
Pines Development Agreement," "Management-Executive Officer Compensation -
401(k) Plan," "-2004 Incentive Stock Plan," "-Deferred Compensation Plan,"
"Certain Relationships and Related Transactions-Registration Rights,"
"Description of Securities," and "Shares Eligible for Future Sale," insofar as
such statements summarize legal matters, agreements, documents or proceedings
discussed therein, are accurate and fair summaries of such legal matters,
agreements, documents and proceedings.

                  (oo)     No relationship, direct or indirect, exists between
or among any of the Company, Great Lakes, the Subsidiaries or the Predecessor
Subsidiaries on the one hand, and the directors, officers, stockholders,
interest holders, members, partners, other employees or their respective
affiliates or customers or suppliers of the Company,


                                       14



Great Lakes, the Subsidiaries or the Predecessor Subsidiaries on the other hand,
which is required pursuant to the Act to be described in the Prospectus that is
not so described.

                  (pp)     The Company solely determined, without any direct or
indirect participation by the Underwriters, the persons who will purchase shares
of Common Stock (including the amounts to be purchased by such persons) sold in
the offering by Citigroup Global Markets Inc. pursuant to the Directed Share
Program.

                  (qq)     Each of the Company, Great Lakes, the Subsidiaries
and the Predecessor Subsidiaries (i) makes and keeps books and records that are
accurate in all material respects and (ii) maintains internal accounting
controls that provide reasonable assurance that (A) transactions are executed in
accordance with management's authorization, (B) transactions are recorded as
necessary to permit preparation of its financial statements in conformity with
GAAP and to maintain accountability for its assets, (C) access to its assets is
permitted only in accordance with management's authorization, and (D) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to
differences, if any.

                  (rr)     None of the Company, Great Lakes, the Subsidiaries or
the Predecessor Subsidiaries or, to the knowledge of the Company or Great Lakes,
any director, officer, agent, employee or affiliate of such entities is aware of
or has taken any action, directly or indirectly, that would result in a
violation by such Persons of the FCPA, including, without limitation, making use
of the mails or any means or instrumentality of interstate commerce corruptly in
furtherance of an offer, payment, promise to pay or authorization of the payment
of any money, or other property, gift, promise to give, or authorization of the
giving of anything of value to any "foreign official" (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate
for foreign political office, in contravention of the FCPA and the Company,
Great Lakes, the Subsidiaries and the Predecessor Subsidiaries and, to the
knowledge of the Company or Great Lakes, their affiliates have conducted their
businesses in compliance with the FCPA. "FCPA" means Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations thereunder.

                  (ss)     Except as disclosed in the Registration Statement and
the Prospectus, the Company, Great Lakes, the Subsidiaries and the Predecessor
Subsidiaries (i) do not have any material lending or other relationship with any
bank or lending affiliate of the Representative and (ii) do not intend to use
any of the proceeds from the sale of the Securities hereunder to repay any
outstanding debt owed to any affiliate of the Representative.

                  (tt)     None of the Company, Great Lakes or any of their
respective officers, directors, members or controlling persons has taken, or
will take, directly or indirectly, any action designed to or that might
reasonably be expected to result in a violation of Regulation M under the
Exchange Act or cause or result in stabilization or



                                       15


manipulation of the price of any security of the Company to facilitate the sale
or resale of the Securities.

                  (uu)     The Company intends to apply the net proceeds from
the sale of the Securities being sold by the Company substantially in accordance
with the description set forth in the Prospectus under the heading "Use of
Proceeds."

                  (vv)     Each Subsidiary or Predecessor Subsidiary that is a
partnership or a limited liability company has been properly classified either
as a partnership or as an entity disregarded as separate from the Company or
Great Lakes, respectively, for federal income tax purposes during its existence.
Great Lakes has been a validly electing S corporation within the meaning of
Sections 1361 and 1362 of the Code at all times during its existence and,
subject to the termination of its S corporation status as a result of the
Formation Transactions, Great Lakes will be an S corporation up to and including
the Closing Date. Neither Great Lakes nor any of its subsidiaries holds any
asset the disposition of which could be subject to tax under Section 1374 of the
Code.

                  (ww)     No Subsidiary or Predecessor Subsidiary is currently
prohibited, directly or indirectly, from paying any dividends or distributions
to the Company or Great Lakes, as applicable, from making any other distribution
on such entity's capital stock or other ownership interests, from repaying to
the Company or Great Lakes, as applicable, any loans or advances made by the
Company or Great Lakes, as applicable, to such entity.

                  (xx)     There is and has been no failure on the part of the
Company and any of the Company's directors or officers, in their capacities as
such, to comply in all material respects with any applicable provision of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith (the "Sarbanes-Oxley Act"), including Section 402 thereof.

                  (yy)     The operations of the Company, Great Lakes, the
Subsidiaries and the Predecessor Subsidiaries are and have been conducted at all
times in compliance with applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the money laundering statutes of all applicable jurisdictions, the
rules and regulations thereunder and any related or similar applicable rules,
regulations or guidelines, issued, administered or enforced by any governmental
agency (collectively, the "Money Laundering Laws") except where such
non-compliance as would not have a Material Adverse Effect, and no action, suit
or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any of its Subsidiaries with respect
to the Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened.

                  (zz)     The solicitation of consents pursuant to the
Solicitation of Consents and Private Placement Memorandum for Combination of
Certain Businesses of the Great Lakes Companies, Inc. and Offering of Common
Stock of Great Wolf Resorts, Inc., dated July 26, 2004 (the "SCPPM") complied
with (i) the terms and provisions of the applicable operating agreement and (ii)
the laws of the state of organization or


                                       16


formation of each entity, as applicable; the requisite consents of the members
necessary for the consummation of the merger transactions contemplated in the
Formation Agreements as described in the Prospectus have been obtained and are
irrevocable.

                  (aaa)    As of the Closing Date, each of the Articles of
Merger and Certificates of Merger necessary to consummate the Formation
Transactions will be or have been filed with the Secretary of State of the
States of Delaware and Wisconsin, and the mergers described therein will be or
are effective under Delaware law and Wisconsin law, as applicable.

         Furthermore, the Company represents and warrants to Citigroup Global
Markets Inc. that (i) the Registration Statement, the Prospectus and any
preliminary prospectus comply, and any further amendments or supplements thereto
will comply, with any applicable laws or regulations of foreign jurisdictions in
which the Prospectus or any preliminary prospectus, as amended or supplemented,
if applicable, are distributed in connection with the Directed Share Program,
and that (ii) no authorization, approval, consent, license, order, registration
or qualification of or with any government, governmental instrumentality or
court, other than such as have been obtained, is necessary under the securities
laws and regulations of foreign jurisdictions in which the Directed Shares are
offered outside the United States. The Company has not offered, or caused the
Underwriters to offer, any Securities to any person pursuant to the Directed
Share Program with the specific intent to unlawfully influence (i) a customer or
supplier of the Company to alter the customer's or supplier's level or type of
business with the Company or (ii) a trade journalist or publication to write or
publish favorable information about the Company or its products.

         Any certificate signed by any officer of the Company or Great Lakes and
delivered to the Representative or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company or Great Lakes as to matters covered thereby to each
Underwriter. The Company or Great Lakes will furnish the Representative with
such conformed copies of such opinions, certificates, letters and documents as
the Representative reasonably requests.

                  2. Purchase and Sale. (a) Subject to the terms and conditions
and in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at a purchase price of
$ ______ per share, the amount of the Underwritten Securities set forth opposite
such Underwriter's name in Schedule I hereto.

                  (b) Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Company hereby grants
an option to the several Underwriters to purchase, severally and not jointly, up
to 2,100,000 Option Securities at the same purchase price per share as the
Underwriters shall pay for the Underwritten Securities. Said option may be
exercised only to cover over-allotments in the sale of the Underwritten
Securities by the Underwriters. Said option may be exercised, in whole or in
part, at any time on or before the 30th day after the date of the Prospectus
upon written notice by the Representative to the Company


                                       17


setting forth the number of shares of the Option Securities as to which the
several Underwriters are exercising the option and the settlement date. The
number of Option Securities to be purchased by each Underwriter shall be the
same percentage of the total number of shares of the Option Securities to be
purchased by the several Underwriters as such Underwriter is purchasing of the
Underwritten Securities, subject to such adjustments as you in your absolute
discretion shall make to eliminate any fractional shares.

                  3. Delivery and Payment. Delivery of and payment for the
Underwritten Securities and the Option Securities (if the option provided for in
Section 2(b) hereof shall have been exercised on or before the third Business
Day prior to the Closing Date) shall be made at the offices of King & Spalding
LLP, 191 Peachtree Street, Atlanta, Georgia 30303 at 10:00 AM, New York City
time, on ________, 2004, or at such time on such later date not more than three
Business Days after the foregoing date as the Representative and the Company
shall determine, which date and time may be postponed by agreement between the
Representative and the Company or as provided in Section 9 hereof (such date and
time of delivery and payment for the Securities being herein called the "Closing
Date"). Delivery of the Securities shall be made to the Representative for the
respective accounts of the several Underwriters against payment by the several
Underwriters through the Representative of the purchase price thereof to or upon
the order of the Company by wire transfer payable in same-day funds to an
account specified by the Company. Delivery of the Underwritten Securities and
the Option Securities shall be made through the facilities of The Depository
Trust Company unless the Representative shall otherwise instruct.

                  If the option provided for in Section 2(b) hereof is exercised
after the third Business Day prior to the Closing Date, the Company will deliver
the Option Securities (at the expense of the Company) to the Representative, at
388 Greenwich Street, New York, New York, on the date specified by the
Representative (which shall be within three Business Days after exercise of said
option) for the respective accounts of the several Underwriters, against payment
by the several Underwriters through the Representative of the purchase price
thereof to or upon the order of the Company by wire transfer payable in same-day
funds to an account specified by the Company. If settlement for the Option
Securities occurs after the Closing Date, the Company will deliver to the
Representative on the settlement date for the Option Securities, and the
obligation of the Underwriters to purchase the Option Securities shall be
conditioned upon receipt of, supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 hereof.

                  4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.

                  5. Agreements. The Company agrees with the several
Underwriters that:

                  (a) The Company will use its best efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereof, to become


                                       18


effective. Prior to the termination of the offering of the Securities, the
Company will not file any amendment of the Registration Statement or supplement
to the Prospectus or any Rule 462(b) Registration Statement unless the Company
has furnished you a copy for your review prior to filing and will not file any
such proposed amendment or supplement to which you reasonably object. Subject to
the foregoing sentence, if the Registration Statement has become or becomes
effective pursuant to Rule 430A, or filing of the Prospectus is otherwise
required under Rule 424(b), the Company will cause the Prospectus, properly
completed, and any supplement thereto to be filed in a form approved by the
Representative with the Commission pursuant to the applicable paragraph of Rule
424(b) within the time period prescribed and will provide evidence satisfactory
to the Representative of such timely filing. The Company will promptly advise
the Representative (i) when the Registration Statement, if not effective at the
Execution Time, shall have become effective, (ii) when the Prospectus, and any
supplement thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall
have been filed with the Commission, (iii) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement shall
have been filed or become effective, (iv) of any request by the Commission or
its staff for any amendment of the Registration Statement, or any Rule 462(b)
Registration Statement, or for any supplement to the Prospectus or for any
additional information, (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (vi) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the institution or threatening
of any proceeding for such purpose. The Company will use its best efforts to
prevent the issuance of any such stop order or the suspension of any such
qualification and, if issued, to obtain as soon as possible the withdrawal
thereof.

                  (b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs as a
result of which the Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein in the light of the circumstances under which they
were made not misleading, or if it shall be necessary to amend the Registration
Statement or supplement the Prospectus to comply with the Act, the Company
promptly will (i) notify the Representative of any such event, (ii) prepare and
file with the Commission, subject to the second sentence of paragraph (a) of
this Section 5, an amendment or supplement that will correct such statement or
omission or effect such compliance; and (iii) supply any supplemented Prospectus
to you in such quantities as you may reasonably request.

                  (c) As soon as practicable, the Company will make generally
available to its security holders and to the Representative an earnings
statement or statements of the Company and its subsidiaries which will satisfy
the provisions of Section 11(a) of the Act and Rule 158 under the Act.

                  (d) The Company will furnish to the Representative and counsel
for the Underwriters signed copies of the Registration Statement (including
exhibits thereto) and


                                       19


to each other Underwriter a copy of the Registration Statement (without exhibits
thereto) and, so long as delivery of a prospectus by an Underwriter or dealer
may be required by the Act, as many copies of each Preliminary Prospectus and
the Prospectus and any supplement thereto as the Representative may reasonably
request. The Prospectus shall be so furnished on or prior to 3:00 P.M., New
York time, on the business day following the later of Execution Time or the
Effective Date of the Registration Statement. All other documents shall be so
furnished as soon as available. The Company will pay the expenses of printing
and distributing to the Underwriters all such documents. The aforementioned
documents furnished to the Underwriters or to any dealer shall be identical to
the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T.

                  (e) During the period from the date of this agreement through
the five year anniversary hereof, the Company will furnish upon request to the
Representative and, upon request, to each of the other Underwriters, as soon as
practicable after the end of each fiscal year, a copy of its annual report to
stockholders for such year; and the Company will furnish upon request to the
Representative as soon as available, a copy of each report and any definitive
proxy statement of the Company filed with the Commission under the Exchange Act
or mailed to stockholders.

                  (f) The Company will arrange, if necessary, for the
qualification of the Securities for sale under the laws of such jurisdictions as
the Representative may designate and will maintain such qualifications in effect
so long as required for the distribution of the Securities; provided, however,
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the
offering or sale of the Securities, in any jurisdiction where it is not now so
subject.

                  (g) For a period of 180 days after the date of this Agreement,
the Company will not, without the prior written consent of the Representative,
offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into
any transaction that is designed to, or might reasonably be expected to, result
in the disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by the Company or any affiliate
of the Company or any person in privity with the Company or any affiliate of the
Company) directly or indirectly, including the filing (or participation in the
filing) of a registration statement with the Commission (except a registration
statement on (i) Form S-8 relating to the 2004 Stock Incentive Plan or (ii) on
Form S-1 relating to the resale of Formation Stock in respect of, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act, any other shares
of Common Stock or any securities convertible into, or exercisable, or
exchangeable for, shares of Common Stock; or publicly announce an intention to
effect any such transaction; provided, however, that the Company may (x) grant
stock options, Common Stock or restricted stock pursuant to the 2004 Incentive
Stock Plan and (y) grant Common Stock to any deferred compensation plan or a
trust that holds assets on behalf of such deferred compensation plan.


                                       20


                  (h) The Company will use its best efforts to effect the
listing of the Common Stock (including the Securities) on NASDAQ.

                  (i) For a period of one year after the date of this Agreement,
the Company will comply in all material respects with all applicable securities
and other applicable laws, rules and regulations, including, without limitation,
the Sarbanes-Oxley Act, and will use its best efforts to cause the Company's
directors and officers, in their capacities as such, to comply with such laws,
rules and regulations, including, without limitation, the provisions of the
Sarbanes-Oxley Act.

                  (j) The Company will not take, directly or indirectly, any
action designed to, or that would constitute, under the Exchange Act or
otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.

                   (k) The Company will take such steps as shall be necessary to
ensure that it shall not become an "investment company" within the meaning of
such term under the Investment Company Act of 1940, as amended, and the rules
and regulations of the Commission thereunder.

                  (l) The Company will use commercially reasonable efforts to
(i) complete the construction of the Great Wolf Lodges in Williamsburg, Virginia
and Pocono Mountains of Pennsylvania and consummate the transactions related to
the Great Wolf Lodge in Niagara Falls, Ontario in accordance with the
description and within the time frame set forth in the Prospectus and (ii)
complete all Formation Transactions (except for the registration of any shares
of Common Stock pursuant to the Registration Rights Agreement filed as an
exhibit to the Registration Statement) on or prior to the Closing Date.

                  (m) The Company agrees to pay the costs and expenses incident
to the performance of its obligations under this Agreement, relating to the
following matters: (i) the preparation, printing or reproduction and filing with
the Commission of the Registration Statement (including financial statements and
exhibits thereto), each Preliminary Prospectus, the Prospectus, and each
amendment or supplement to any of them; (ii) the printing (or reproduction) and
delivery (including postage, air freight charges and charges for counting and
packaging) of such copies of the Registration Statement, each Preliminary
Prospectus, the Prospectus, and all amendments or supplements to any of them, as
may, in each case, be reasonably requested for use in connection with the
offering and sale of the Securities; (iii) the preparation, printing,
authentication, issuance and delivery of certificates for the Securities,
including any stamp or transfer taxes in connection with the original issuance
and sale of the Securities; (iv) the printing (or reproduction) and delivery of
this Agreement, any blue sky memorandum and all other agreements or documents
printed (or reproduced) and delivered in connection with the offering of the
Securities; (v) the registration of the


                                       21

Securities under the Exchange Act and the listing of the Securities on the
NASDAQ; (vi) any registration or qualification of the Securities for offer and
sale under the securities or blue sky laws of the several states (including
filing fees and the reasonable fees and expenses of counsel for the Underwriters
relating to such registration and qualification in an amount not to exceed
$10,000); (vii) any filings required to be made with the National Association of
Securities Dealers, Inc. ("NASD") (including filing fees and the reasonable fees
and expenses of counsel for the Underwriters related to such filings in an
amount not to exceed $25,000); (viii) the transportation, lodging, meals,
materials and other expenses incurred by or on behalf of the Company's
representatives in connection with attending or hosting meetings or
presentations to prospective purchasers of the Securities; (ix) the fees and
expenses of the Company's accountants, counsel (including local and special
counsel) and transfer agent and registrar for the Company; (x) consummation of
the Formation Transactions and (xi) all other costs and expenses incident to the
performance by the Company of its obligations hereunder.

                  (n) The Company shall pay (i) all reasonable fees and
disbursements of counsel incurred by Citigroup Global Markets Inc. in connection
with the Directed Share Program, (ii) all costs and expenses incurred by
Citigroup Global Markets Inc. in connection with the printing (or reproduction)
and delivery (including postage, air freight charges and charges for counting
and packaging) of such copies of the Directed Share Program material and (iii)
stamp duties, similar taxes or duties or other taxes, if any, incurred by
Citigroup Global Markets Inc. in connection with the Directed Share Program.

                  (o) For a period of 180 days after the Closing Date, the
Company shall neither (i) amend its bylaws in any way that would alter or affect
Article V, Section 3 thereof nor (ii) waive any restriction or limitation
provided for in such Section without the prior written consent of the
Representative.

         Furthermore, the Company covenants with Citigroup Global Markets Inc.
that the Company will comply in all material respects with all applicable
securities and other applicable laws, rules and regulations in each jurisdiction
in which the Directed Shares are offered in connection with the Directed Share
Program.

                  6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwritten Securities and the
Option Securities, as the case may be, shall be subject to (i) the accuracy of
the representations and warranties on the part of the Company contained herein
as of the Execution Time, the Closing Date and any settlement date pursuant to
Section 3 hereof, (ii) the accuracy of the representations and warranties on the
part of Great Lakes contained herein as of the Execution Time and a time
immediately prior to the Closing Date, (iii) the accuracy of the statements of
the Company and Great Lakes made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:

                  (a) If the Registration Statement has not become effective
prior to the Execution Time, unless the Representative agrees in writing to a
later time, the Registration Statement will become effective not later than (i)
6:00 PM New York City


                                       22


time on the date of determination of the public offering price, if such
determination occurred at or prior to 3:00 PM New York City time on such date or
(ii) 9:30 AM on the Business Day following the day on which the public offering
price was determined, if such determination occurred after 3:00 PM New York City
time on such date; if filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such supplement, will
be filed in the manner and within the time period required by Rule 424(b); and
no stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have been instituted
or, to the knowledge of the Company, shall be threatened or contemplated by the
Commission.

                  (b) The Company shall have requested and caused King &
Spalding LLP, counsel for the Company, to have furnished to the Representative
their opinion, dated as of the Closing Date and each settlement date, addressed
to the Representative and in a form satisfactory to the Underwriters' counsel,
to the effect that:

                           (i) each of the Company and the Subsidiaries has been
                  duly formed or incorporated, and each of the Company, Great
                  Lakes, the Subsidiaries and the Predecessor Subsidiaries is
                  validly existing as a limited liability company, partnership
                  or corporation in good standing under the laws of the state of
                  its formation or organization and is duly qualified to do
                  business as a foreign corporation, partnership or limited
                  liability company and is in good standing under the laws of
                  each jurisdiction set forth on a schedule to such opinion,
                  with limited liability company, partnership or corporate, as
                  applicable, power and authority to own or lease, as the case
                  may be, and to operate its properties and conduct its business
                  as now being conducted and as described in the Prospectus and
                  to enter into and perform its obligations under this Agreement
                  (with respect to the Company and Great Lakes only), each
                  Formation Agreement and each agreement set forth on a schedule
                  to such opinion; each Formation Agreement and each agreement
                  set forth on a schedule to such opinion has been duly
                  authorized, and (except for the Formation Agreements set forth
                  on a schedule related to Blue Harbor Resort Condominium LLC)
                  executed and delivered by the Company, Great Lakes, the
                  Subsidiaries and the Predecessor Subsidiaries, as applicable,
                  and assuming due authorization, execution and delivery by the
                  other parties, if any, thereto, constitutes a valid and
                  binding agreement, enforceable in accordance with its terms;
                  provided, however, that such counsel need not express an
                  opinion as to (A) the effect of applicable bankruptcy,
                  insolvency, fraudulent transfer, reorganization, moratorium or
                  other similar federal or state laws affecting the rights of
                  creditors generally, or (B) the effect or availability of
                  rules of law governing specific performance, injunctive
                  relief, fraudulent conveyance or transfer, or other equitable
                  remedies (regardless of whether any such remedy is considered
                  in a proceeding at law or in equity);


                                       23


                           (ii) this Agreement has been duly authorized,
                  executed and delivered by the Company and Great Lakes;

                           (iii) the Company's authorized capital stock is as
                  set forth in the Prospectus under the caption "Description of
                  Securities;" the capital stock of the Company conforms in all
                  material respects to the description thereof contained in the
                  Prospectus; all the shares of capital stock of the Company
                  outstanding prior to (or issued concurrent with) the issuance
                  of the Securities (including, without limitation, shares of
                  Formation Stock) have been duly authorized and validly issued,
                  are fully paid and nonassessable and free of any statutory
                  preemptive rights and, except as set forth in the Prospectus
                  and to the knowledge of such counsel, similar rights that
                  entitle or will entitle any person to acquire any Common Stock
                  upon the issuance thereof by the Company;

                           (iv) all of the issued and outstanding shares of
                  capital stock or ownership interests, as applicable, of each
                  Subsidiary have been duly authorized and validly issued and
                  are fully paid and nonassessable; and except as described in
                  the Prospectus, the outstanding shares of capital stock or
                  other ownership interests of the Subsidiaries are owned,
                  directly or indirectly, by the Company free and clear of all
                  adverse claims within the meaning of the Uniform Commercial
                  Code other than such security interests being provided to
                  certain lenders in connection with the Company's refinancing
                  transactions described in the Prospectus;

                           (v) the Company has full power and authority to
                  authorize, issue and sell the Securities as contemplated by
                  this Agreement; the Securities have been duly authorized, and,
                  when issued and delivered to and paid for by the Underwriters
                  pursuant to this Agreement, will be fully paid and
                  nonassessable; the certificates representing the Securities
                  will comply in all material respects with all applicable legal
                  requirements and the requirements of the certificate of
                  incorporation and the bylaws of the Company; the holders of
                  outstanding shares of capital stock of the Company are not
                  entitled to statutory preemptive or, to such counsel's
                  knowledge, other rights to subscribe for the Securities;
                  and, to the knowledge of such counsel, except as set forth in
                  the Prospectus, no shares of Common Stock are reserved for any
                  purpose and no options, warrants or other rights to purchase,
                  agreements or other obligations to issue, or rights to convert
                  any obligations into or exchange any securities for, shares of
                  capital stock of or ownership interests in the Company are
                  outstanding, except for the tenant in common interests and
                  profits interests set forth on a schedule;

                           (vi) to the knowledge of such counsel, except as
                  disclosed in the Prospectus, there is no pending or threatened
                  action, suit or proceeding by or before any court or
                  governmental agency, authority or body or any arbitrator
                  involving the Company or any of the Subsidiaries or the

                                       24


                  Properties or other assets of a character required to be
                  disclosed in the Registration Statement that is not adequately
                  disclosed in the Prospectus, and there is no contract or other
                  document required to be described in the Registration
                  Statement or the Prospectus or to be filed as an exhibit
                  thereto, which is not described or has not been filed as
                  required; the statements in the Prospectus under the headings:
                  "Structure and Formation of Our Company," "Certain
                  Relationships and Related Transactions-Registration Rights,"
                  "Description of Securities," and "Shares Eligible for Future
                  Sale," insofar as such statements summarize legal matters,
                  agreements, documents or proceedings discussed therein, are
                  accurate and fair in all material respects;

                           (vii) the Registration Statement has become effective
                  under the Act; any required filing of the Prospectus, and any
                  supplements thereto, pursuant to Rule 424(b) has been made in
                  accordance with Rule 424(b); to the knowledge of such counsel,
                  no stop order suspending the effectiveness of the Registration
                  Statement has been issued under the Act, and no proceedings
                  for that purpose have been initiated by the Commission; the
                  Registration Statement, as of the date it was declared
                  effective, and the Prospectus, as of its date (other than the
                  financial statements and other financial and statistical
                  information contained therein, as to which such counsel need
                  express no opinion), complied as to form in all material
                  respects with the applicable requirements for registration
                  statements on Form S-1 under the Act;

                            (viii) the Company is not and, after giving effect
                  to the offering and sale of the Securities and the application
                  of the proceeds thereof as described in the Prospectus, will
                  not be, an "investment company" as defined in the Investment
                  Company Act of 1940, as amended;

                           (ix) no consent, approval, authorization, filing with
                  or order of any court or governmental agency or body is
                  required in connection with the execution, delivery and
                  performance of this Agreement or the Formation Agreements by
                  the Company, Great Lakes, the Subsidiaries or the Predecessor
                  Subsidiaries, as applicable, and the consummation of the
                  transactions contemplated herein and therein by the Company,
                  Great Lakes, the Subsidiaries or the Predecessor Subsidiaries,
                  as applicable, except such (A) as have been obtained under the
                  Act, and (B) as may be required under the state securities and
                  the blue sky laws of any jurisdiction in connection with the
                  purchase and distribution of the Securities by the
                  Underwriters in the manner contemplated in this Agreement and
                  in the Prospectus and the offer and sale of the Formation
                  Stock, or (C) other


                                       25


                  consents, approvals, authorizations, orders, filings or
                  registrations as have been obtained;

                           (x) (A) the issue and sale of the Securities by the
                  Company, (B) the execution, delivery and performance of this
                  Agreement and the Formation Agreements by the Company, Great
                  Lakes, the Subsidiaries or the Predecessor Subsidiaries, as
                  applicable, (C) the consummation of the transactions
                  contemplated thereby and (D) the compliance by such parties
                  with their respective obligations under this Agreement and the
                  Formation Agreements: (1) do not and will not conflict with
                  any of the terms or provisions of, constitute a breach of, or
                  default under, or result in the creation or imposition of any
                  Lien upon any Property of the Company, Great Lakes, any
                  Subsidiary or any Predecessor Subsidiary pursuant to the terms
                  of any agreement or instrument filed as an exhibit to the
                  Registration Statement or any term, condition or provision of
                  any agreements or instruments listed on Schedule IV hereto,
                  except such conflicts, breaches, defaults, repayment events,
                  or Liens that would not have a Material Adverse Effect or
                  liens related to the refinancing transactions; (2) do not and
                  will not result in a violation of any law, rule, regulation,
                  judgment, order, writ or decree known to such counsel after
                  due inquiry to be applicable to the Company, Great Lakes, the
                  Subsidiaries or the Predecessor Subsidiaries (other than
                  applicable state securities and Blue Sky laws as to which such
                  counsel expresses no opinion), except for violations that
                  would not have a Material Adverse Effect; or (3) do not and
                  will not result in any violation of the provisions of the
                  respective charter, bylaws, operating agreement or partnership
                  agreement, as applicable, of each of the Company, Great Lakes,
                  the Subsidiaries or the Predecessor Subsidiaries;

                           (xi) to such counsel's knowledge, the Company is not
                  a party to any agreement (other than the Registration Rights
                  Agreement) that would entitle any holders of securities of the
                  Company to the registration of such securities under the
                  Registration Statement;

                           (xii) each Subsidiary that is a limited liability
                  company or partnership will be treated for Federal income tax
                  purposes as partnerships and not as associations taxable as
                  corporations or as publicly traded partnerships;

                           (xiii) the solicitation of consents of the members of
                  each of the Predecessor Subsidiaries that will consummate a
                  merger under a Formation Agreement (the "Formation Entities")
                  pursuant to the SCPPM complied with (A) the terms and
                  provisions of the operating agreement of each Formation Entity
                  and (B) the laws of the state of organization or formation, as
                  applicable; the requisite consents of the members of the

                                       26


                  Formation Entities necessary for the consummation of the
                  Formation Transactions as described in the Prospectus have
                  been obtained;

                           (xiv) all applicable filings or notices in connection
                  with the offer and issuance of shares of the Formation Stock
                  pursuant to the SCPPM and the applicable Formation Agreements
                  as part of the Formation Transactions have been made or given
                  as required (other than filings required under state
                  securities laws); the offer and issuance by the Company of the
                  Formation Stock is exempt from the registration requirements
                  of Section 5 of the Act;

                           (xv) each of the Articles of Merger described on
                  Schedule V hereto have been filed with the Secretary of State
                  of the States of Delaware and Wisconsin, as applicable, and,
                  on or prior to the Closing Date, the mergers described therein
                  are effective under Delaware law and Wisconsin law, as
                  applicable; and

                           (xvi) the merger of Great Lakes with and into Great
                  Lakes Services, LLC will be a reorganization within the
                  meaning of Section 368(a) of the Code.

                  In addition, such counsel shall state:

                  In our capacity as counsel for the Company, we have
participated in conferences with officers and other representatives of the
Company, the independent public accountants for the Company, the representative
of the Underwriters, and counsel to the Underwriters during which the contents
of the Registration Statement and the Prospectus and related matters were
discussed. In addition, in the course of acting as counsel to the Company in
connection with the preparation by the Company of the Registration Statement and
Prospectus, we reviewed the Registration Statement and the Prospectus. Although
we are not passing on and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus, except for those referred to in the opinion in
paragraph (vi) above, we have no reason to believe that, as of its effective
date, the Registration Statement or any further amendment thereto made by the
Company prior to the Closing Date (other than the financial statements and notes
thereto, the financial statement schedules and the other financial and
statistical data included therein, as to which we express no opinion) contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or that, as of its date, the Prospectus or any further amendment or
supplement thereto made by the Company prior to the Closing Date (other than the
financial statements and notes thereto, and the other financial and statistical
data included therein, as to which we express no opinion) contained an untrue
statement of a material fact or omitted to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or that, as of the Closing Date, either of the
Registration Statement or the Prospectus or any further amendment or



                                       27

supplement thereto made by the Company prior to the Closing Date (other than
the financial statements and notes thereto, and the other financial and
statistical data included therein, as to which we express no opinion) contains
an untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made (with respect only to the Prospectus), not
misleading.

                  In rendering such opinion, such counsel may rely as to matters
of fact, to the extent they deem proper, on certificates of responsible officers
of the Company, Great Lakes, the Subsidiaries and the Predecessor Subsidiaries
and public officials and, as to certain matters governed by Delaware law (to be
set forth in such counsel's opinion), on the opinion of Morris, Nichols, Arsht &
Tunnell and, as to matters governed by Wisconsin law, on the opinion of Godfrey
& Kahn, S.C. Each of the opinions of Morris, Nichols, Arsht & Tunnell and
Godfrey & Kahn, S.C. shall state that the Representative and the Underwriters'
counsel may rely such opinion. References to the Prospectus in this paragraph
(b) shall also include any supplements thereto at the Closing Date.

                  (c) The Representative shall have received from Hunton &
Williams LLP, counsel for the Underwriters, such opinion or opinions, dated as
of the Closing Date and each settlement date and addressed to the
Representative, with respect to the issuance and sale of the Securities, the
Registration Statement, the Prospectus (together with any supplement thereto)
and other related matters customarily addressed in such transactions, and the
Company shall have furnished to such counsel such documents as they request for
the purpose of enabling them to pass upon such matters. In rendering such
opinion, Hunton & Williams LLP may rely upon the opinions of Morris, Nichols,
Arsht & Tunnell and Godfrey & Kahn, S.C. referred to above.

                  (d) The Company shall have furnished to the Representative a
certificate on behalf of the Company, signed by the Chairman of the Board, Chief
Executive Officer or the President and the principal financial or accounting
officer of the Company, dated as of the Closing Date and each settlement date,
to the effect that the signers of such certificate have reviewed the
Registration Statement, the Prospectus, any supplements to the Prospectus and
this Agreement and that:

                           (i) the representations and warranties of the Company
                  in this Agreement are true and correct on and as of the
                  Closing Date with the same effect as if made on the Closing
                  Date and the Company has complied with all the agreements and
                  satisfied all the conditions on its part to be performed or
                  satisfied at or prior to the Closing Date;

                           (ii) no stop order suspending the effectiveness of
                  the Registration Statement has been issued and no proceedings
                  for that purpose have been instituted or, to the Company's
                  knowledge, threatened; and

                           (iii) since the date of the most recent financial
                  statements included in the Prospectus (exclusive of any
                  supplement thereto), there has been no material adverse effect
                  on the condition (financial or otherwise), prospects,
                  earnings, business or properties of the Company and its
                  subsidiaries taken as a whole, whether or not arising from
                  transactions in


                                       28


                  the ordinary course of business, except as set forth in or
                  contemplated in the Prospectus (exclusive of any supplement
                  thereto).

                  (e) Great Lakes shall have furnished to the Representative a
certificate on behalf of Great Lakes, signed by the Chairman of the Board, Chief
Executive Officer or the President and the principal financial or accounting
officer of Great Lakes, dated the Closing Date, to the effect that (i) the
signers of such certificate have reviewed the Registration Statement, the
Prospectus, any supplements to the Prospectus and this Agreement and that the
representations and warranties of Great Lakes in this Agreement are true and
correct as of a time immediately prior to the Closing Date with the same effect
as if made immediately prior to the Closing Date and (ii) since the date of the
most recent financial statements included in the Prospectus (exclusive of any
supplement thereto), there has been no material adverse effect on the condition
(financial or otherwise), prospects, earnings, business or properties of Great
Lakes and the Predecessor Subsidiaries taken as a whole, whether or not arising
from transactions in the ordinary course of business, except as set forth in or
contemplated in the Prospectus (exclusive of any supplement thereto).

                  (f) At the Execution Time, the Closing Date and each
settlement date, the Representative shall have received letters from each of
Deloitte & Touche LLP (with respect to the Company and "Great Lakes
Predecessor," as such term is defined in the Registration Statement) and Rubin,
Brown, Gornstein & Co. LLP (with respect to Wisconsin Dells LLC and Sandusky
LLC) dated respectively as of the Execution Time, the Closing Date and any such
settlement date, in form and substance reasonably satisfactory to the
Representative, containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained in the
Registration Statement and the Prospectus. Such letters shall address the
audited financial statements, unaudited interim financial statements, pro forma
financial statements (in the case of Deloitte & Touche LLP's letter), and shall
provide customary negative assurances. At the Execution Time, the Closing Date
and each settlement date, the Representative shall have also received an
"agreed-upon procedures" letter from Rubin, Brown, Gornstein & Co. LLP (with
respect to certain financial information and financial statements of Wisconsin
Dells LLC and Sandusky LLC as of, and for the three-month period ended,
September 30, 2004) dated respectively as of the Execution Time, the Closing
Date and any such settlement date, in form and substance satisfactory to the
Representative. With respect to such letters received on the Closing Date and
each settlement date, the affirmation of statements made in the letters
previously furnished shall be as of a date not more than three (3) Business Days
prior to such Closing Date or settlement date.

                  (g) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Prospectus (exclusive of any supplement thereto),
there shall not have been (i) any change or decrease specified in the letter or
letters referred to in paragraph (f) of this Section 6; or (ii) any change, or
any development involving a prospective change, in or affecting the condition
(financial or otherwise), earnings, business, properties or prospects of the
Company, the Subsidiaries, Great Lakes and the Predecessor Subsidiaries, taken
as a whole, whether or not arising from transactions


                                       29


in the ordinary course of business, except as set forth in or contemplated in
the Prospectus (exclusive of any supplement thereto) the effect of which, in any
case referred to in clause (i) or (ii) above, is, in the sole judgment of the
Representative, so material and adverse as to make it impractical or inadvisable
to proceed with the offering or delivery of the Securities as contemplated by
the Registration Statement (exclusive of any amendment thereof) and the
Prospectus (exclusive of any supplement thereto); or (iii) any suspension or
material limitation by the Commission of trading in the Common Stock on NASDAQ.

                  (h) Subsequent to the Execution Time, there shall not have
been a downgrading in the rating, if any, of any debt securities of the Company
by a "nationally recognized statistical rating organization" (as defined for the
purposes of Rule 436(g) under the Act), or any public announcement that any such
organization has under surveillance or review its rating of any debt securities
of the Company (other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading, of such
rating).

                  (i) On or prior to the Closing Date and each settlement date,
the Company shall have furnished to the Representative such further information,
certificates, opinions and documents as the Representative may reasonably
request.

                  (j) On or prior to the Closing Date, the Company shall have
executed a $75.0 million senior secured revolving credit facility.

                  (k) On or prior to the Execution Time, the Representative
shall have received a lock-up letter substantially in the form of Exhibit A
attached hereto from each executive officer and director (both current and
proposed) of the Company.

                  (l) At the Closing Date, the Securities shall have been
approved for listing on NASDAQ, subject only to official notice of issuance.

                  (m) The Company shall have requested and caused King &
Spalding LLP, counsel for the Company, to have furnished to the Representative a
blue sky memorandum, dated the Closing Date and addressed to the Representative,
relating solely to the offering and issuance of Formation Stock. Such blue sky
memorandum shall be, in form and substance, reasonably satisfactory to the
Representative's counsel.

                  (n) The NASD shall have confirmed that it has not raised any
objection with respect to the fairness and reasonableness of the underwriting
terms and arrangements.

                  (o) Nothing has occurred that would prevent the completion of
all Formation Transactions, except for the registration of any shares of Common
Stock pursuant to the Registration Rights Agreement filed as an exhibit to the
Registration Statement.

        If any of the conditions specified in this Section 6 shall not have been
fulfilled when and as provided in this Agreement, or if any of the opinions,
letters or certificates mentioned above or elsewhere in this Agreement shall not
be reasonably satisfactory in


                                       30


form and substance to the Representative and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date or the related settlement date by the
Representative. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing. The Representative in
its sole discretion may waive on behalf of the Underwriters compliance with any
conditions to the obligations of the Underwriters hereunder, whether in respect
of a Closing Date or otherwise.

         The documents required to be delivered by this Section 6 shall be
delivered at the office of King & Spalding LLP, 191 Peachtree Street, Atlanta,
Georgia 30303, on the Closing Date or the related settlement date.

                  7. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through the Representative on demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel not to exceed $250,000)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Securities without duplication of expenses otherwise owed to the
Underwriters pursuant to any engagement letter and actually reimbursed pursuant
thereto.

                  8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any Underwriter through the Representative
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability that the Company may otherwise have.


                                       31

                  (b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each Underwriter, but only
with reference to written information relating to such Underwriter furnished to
the Company by or on behalf of such Underwriter through the Representative
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the statements
set forth in the last paragraph of the cover page regarding delivery of the
Securities and, under the heading "Underwriting", (i) the list of Underwriters
and their respective participation in the sale of the Securities, (ii) the
sentences related to concessions and reallowances (iii) the paragraph related to
the offer and sale of the Securities in foreign jurisdictions, (iv) the
paragraph related to electronic distribution of the Prospectus and allocation
for the electronic distribution of the Securities and (v) the paragraphs related
to short sales, stabilization, syndicate covering transactions and penalty bids
in the Preliminary Prospectus and the Prospectus constitute the only information
furnished in writing by or on behalf of the several Underwriters for inclusion
in the Preliminary Prospectus or the Prospectus.

                  (c) The Company agrees to indemnify and hold harmless
Citigroup Global Markets Inc., the directors, officers, employees and agents of
Citigroup Global Markets Inc. and each person, who controls Citigroup Global
Markets Inc. within the meaning of either the Act or the Exchange Act
("Citigroup Entities"), from and against any and all losses, claims, damages and
liabilities to which they may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common law or otherwise
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim), insofar
as such losses, claims damages or liabilities (or actions in respect thereof)
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the prospectus wrapper material
prepared by or with the consent of the Company for distribution in foreign
jurisdictions in connection with the Directed Share Program attached to the
Prospectus or any Preliminary Prospectus, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement therein, when considered in
conjunction with the Prospectus or any applicable Preliminary Prospectus, not
misleading; (ii) caused by the failure of any Participant to pay for and accept
delivery of the securities which immediately following the Effective Date of the
Registration Statement, were subject to a properly confirmed agreement to
purchase; or (iii) related to, arising out of, or in connection with the
Directed Share Program, except that this clause (iii) shall not apply to the
extent that such loss, claim, damage or liability is finally judicially
determined to have resulted primarily from the gross negligence or willful
misconduct of the Citigroup Entities.

                  (d) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a), (b)


                                       32


or (c) above unless and to the extent it did not otherwise learn of such action
and such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a), (b) or (c) above. The
indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ not more than one separate
counsel (in addition to any reasonably necessary local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties that are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding.
Notwithstanding anything contained herein to the contrary, if indemnity may be
sought pursuant to paragraph (c) above hereof in respect of such action or
proceeding, then in addition to such separate firm for the indemnified parties,
the indemnifying party shall be liable for the reasonable fees and expenses of
not more than one separate firm (in addition to any reasonably necessary local
counsel) for Citigroup Global Markets Inc., the directors, officers, employees
and agents of Citigroup Global Markets Inc., and all persons, if any, who
control Citigroup Global Markets Inc. within the meaning of either the Act or
the Exchange Act for the defense of any losses, claims, damages and liabilities
arising out of the Directed Share Program.

                  (e) In the event that the indemnity provided in paragraph (a),
(b) or (c) of this Section 8 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, the Company and the Underwriters severally
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Underwriters may be subject in


                                       33


such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and by the Underwriters on the other from the
offering of the Securities; provided, however, that in no case shall any
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount or commission applicable to the Securities
purchased by such Underwriter hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company and
the Underwriters severally shall contribute in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of the
Company on the one hand and of the Underwriters on the other in connection with
the statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the offering (before deducting
expenses) received by it, and benefits received by the Underwriters shall be
deemed to be equal to the total underwriting discounts and commissions, in each
case as set forth on the cover page of the Prospectus. Relative fault shall be
determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information provided by the Company on the
one hand or the Underwriters on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The Company and the Underwriters agree that
it would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation that does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (e), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of an Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (e).

                  9. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the Company shall immediately notify the Representative, and the
remaining Underwriters shall be obligated severally to take up and pay for (in
the respective proportions which the amount of Securities set forth opposite
their names in Schedule I hereto bears to the aggregate amount of Securities set
forth opposite the names of all the remaining Underwriters) the Securities that
the defaulting Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of Securities
that the defaulting Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount of Securities set forth in Schedule I
hereto, the remaining


                                       34


Underwriters shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the Securities, and if such nondefaulting
Underwriters do not purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the Company (provided that
if such default occurs with respect to Option Securities after the Closing Date,
this Agreement will not terminate as to the Underwritten Securities or any
Option Securities purchased prior to such termination). In the event of a
default by any Underwriter as set forth in this Section 9, the Closing Date
shall be postponed for such period, not exceeding five (5) Business Days, as the
Representative shall determine in order that the required changes in the
Registration Statement and the Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.

                  10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representative, by written notice
given to the Company prior to delivery of and payment for the Securities, (a) if
at any time prior to such time (i) trading in the Company's Common Stock shall
have been suspended or materially limited by the Commission or NASDAQ,
(ii) trading in securities generally on the NYSE or NASDAQ shall have been
suspended or limited or minimum prices shall have been established on such
exchange, (iii) a banking moratorium shall have been declared either by Federal
or New York State authorities, (iv) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war, or other calamity, crisis, change or development the effect of
which on financial markets is such as to make it, in the sole judgment of the
Representative, impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Prospectus (exclusive of any
supplement thereto), or (v) if there has been, since the Execution Time or since
the respective dates as of which information is given in the Prospectus, a
Material Adverse Effect or (b) as provided in Sections 6 and 9 of this
Agreement.

                  11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company, Great Lakes or their officers and of the several Underwriters set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the
Company or Great Lakes or any of the officers, directors, employees, agents or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Securities. The provisions of Sections 7 and 8 hereof
shall survive the termination or cancellation of this Agreement.

                  12. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representative, will be
mailed, delivered or


                                       35


telefaxed to the Citigroup Global Markets Inc. General Counsel (fax no.: (212)
816-7912) and confirmed to the General Counsel, Citigroup Global Markets Inc.,
at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel;
or, if sent to the Company, will be mailed, delivered or telefaxed to Great Wolf
Resorts, Inc. General Counsel (fax no.:(608) 251-6800) with a copy to King &
Spalding LLP, Attention: Alan J. Prince, and confirmed to Great Wolf Resorts,
Inc., 122 West Washington Avenue, Madison, Wisconsin 53703, Attention: J.
Michael Schroeder, General Counsel and Corporate Secretary.

                  13. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation
hereunder.

                  14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

                  15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

                  16. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  17. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended.

                  "Business Day" shall mean any day other than a Saturday, a
         Sunday or a legal holiday or a day on which banking institutions or
         trust companies are authorized or obligated by law to close in New York
         City.

                  "Commission" shall mean the Securities and Exchange
         Commission.

                  "Effective Date" shall mean each date and time that the
         Registration Statement, any post-effective amendment or amendments
         thereto and any Rule 462(b) Registration Statement became or become
         effective.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended.

                  "Execution Time" shall mean the date and time that this
         Agreement is executed and delivered by the parties hereto.

                  "Material Adverse Effect" shall mean a material adverse effect
         on the condition (financial or otherwise), prospects, earnings,
         business, properties or


                                       36


         assets of the Company, Great Lakes, the Subsidiaries and the
         Predecessor Subsidiaries, taken as a whole whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplements
         thereto).

                  "Preliminary Prospectus" shall mean any preliminary prospectus
         referred to in paragraph 1(a) above and any preliminary prospectus
         included in the Registration Statement at the Effective Date that omits
         Rule 430A Information.

                  "Prospectus" shall mean the prospectus relating to the
         Securities that is first filed pursuant to Rule 424(b) after the
         Execution Time or, if no filing pursuant to Rule 424(b) is required,
         shall mean the form of final prospectus relating to the Securities
         included in the Registration Statement at the Effective Date.

                  "Registration Statement" shall mean the registration statement
         referred to in paragraph 1(a) above, including exhibits and financial
         statements, as amended at the Execution Time (or, if not effective at
         the Execution Time, in the form in which it shall become effective)
         and, in the event any post-effective amendment thereto or any Rule
         462(b) Registration Statement becomes effective prior to the Closing
         Date, shall also mean such registration statement as so amended or such
         Rule 462(b) Registration Statement, as the case may be. Such term shall
         include any Rule 430A Information deemed to be included therein at the
         Effective Date as provided by Rule 430A.

                  "Rules" shall mean the rules and regulations of the Commission
         promulgated under the Act or the Exchange Act, as applicable.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such rules
         under the Act.

                  "Rule 430A Information" shall mean information with respect to
         the Securities and the offering thereof permitted to be omitted from
         the Registration Statement when it becomes effective pursuant to Rule
         430A.

                  "Rule 462(b) Registration Statement" shall mean a registration
         statement and any amendments thereto filed pursuant to Rule 462(b)
         relating to the offering covered by the registration statement referred
         to in Section 1(a) hereof.

                  "United States or Canadian Person" shall mean any person who
         is a national or resident of the United States or Canada, any
         corporation, partnership, or other entity created or organized in or
         under the laws of the United States or Canada or of any political
         subdivision thereof, or any estate or trust the income of which is
         subject to United States or Canadian Federal income taxation,
         regardless of its source (other than any non-United States or
         non-Canadian branch of any United States or Canadian Person), and shall
         include any United States or Canadian branch of a person other than a
         United States or Canadian Person.


                                       37


                  "U.S." or "United States" shall mean the United States of
         America (including the states thereof and the District of Columbia),
         its territories, its possessions and other areas subject to its
         jurisdiction.





                       [SIGNATURES ON THE FOLLOWING PAGES]






                                       38





                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, Great Lakes and the several Underwriters.

                                Very truly yours,

                                GREAT WOLF RESORTS, INC.

                                By:
                                   --------------------------------
                                    Name:
                                    Title:


                                THE GREAT LAKES COMPANIES, INC.

                                By:
                                   --------------------------------
                                    Name:
                                    Title:










                 [Signature Page for the Underwriting Agreement]





The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

CITIGROUP GLOBAL MARKETS INC.

By:
   -----------------------------------------
     Name:
     Title:

For itself and the other
several Underwriters named in
Schedule I to the
foregoing Agreement.













                 [Signature Page for the Underwriting Agreement]










                                   SCHEDULE I



                                                      Number of Underwritten
                                                            Securities            Number of Securities
Underwriters                                             to be Purchased          Reserved for the DSP
- ------------                                             ---------------          -------------------
                                                                            
Citigroup Global Markets Inc. ....................
A.G. Edwards & Sons, Inc. ........................
Raymond James & Associates, Inc. .................
Calyon Securities (USA) Inc. .....................
Societe Generale .................................
ThinkEquity Partners LLC .........................
                                                            ----------                ----------
         TOTAL ...................................
                                                            ==========                ==========







                                  SCHEDULE II-A

               PREDECESSOR SUBSIDIARIES PRIOR TO THE CLOSING DATE




                                  SCHEDULE II-B

                 COMPANY SUBSIDIARIES PRIOR TO THE CLOSING DATE






                                  SCHEDULE II-C

               COMPANY SUBSIDIARIES ON AND AFTER THE CLOSING DATE




                                  SCHEDULE III

           RIGHTS TO PURCHASE OR SUBSCRIBE FOR SHARES OF COMMON STOCK






                                  SCHEDULE IV

                              FORMATION AGREEMENTS










                                   SCHEDULE V


                                 TITLE REPORTS











EXHIBIT A

                             FORM OF LOCK-UP LETTER

      [LETTERHEAD OF OFFICER, DIRECTOR OR MAJOR SHAREHOLDER OF CORPORATION]

                            Great Wolf Resorts, Inc.
                         Public Offering of Common Stock

                                                                          , 20__

Citigroup Global Markets Inc.
As Representative of the several Underwriters,
[c/o Citigroup Global Markets Inc.]
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  This letter is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement"), among Great Wolf
Resorts, Inc., a Delaware corporation (the "Company"),The Great Lakes Companies,
Inc., a Wisconsin corporation, and you as representative of a group of
Underwriters named therein, relating to an underwritten public offering (the
"Public Offering") of Common Stock, $ 0.01 par value (the "Common Stock"), of
the Company.

                  In order to induce you and the other Underwriters to enter
into the Underwriting Agreement, the undersigned will not, without the prior
written consent of Citigroup Global Markets Inc., offer, sell, contract to sell,
pledge or otherwise dispose of, (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any affiliate of the undersigned or any person
in privity with the undersigned or any affiliate of the undersigned), directly
or indirectly, including the filing (or participation in the filing) of a
registration statement with the Securities and Exchange Commission in respect
of, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder with respect to, any
shares of capital stock of the Company or any securities convertible into, or
exercisable or exchangeable for such capital stock, or publicly announce an
intention to effect any such transaction, for a period of 180 days after the
date of the Underwriting Agreement. Notwithstanding the foregoing, nothing in
this letter agreement shall prohibit or otherwise restrict the undersigned from
making (i) a transfer of shares of Common Stock to a transferee or transferees
as a bona fide gift or gifts, provided the transferee or transferees thereof
agree in writing to be bound by this letter agreement, (ii) a pledge of shares
of Common Stock, provided the pledgee or pledgees thereof agree in writing to be
bound by the terms of this letter agreement, (iii)






a transfer of shares of Common Stock to the Company in satisfaction of an
obligation to indemnify the Company under and pursuant to an indemnification
agreement. In addition, any shares of Common Stock acquired by the undersigned
in the open market will not be subject to this letter agreement; provided that
no filing by any party under the Securities Exchange Act of 1934 shall be
required or shall be voluntarily made in connection with subsequent sales of any
such shares of Common Stock acquired in the open market.

                  If for any reason the Underwriting Agreement shall be
terminated prior to the Closing Date (as defined in the Underwriting Agreement),
the agreement set forth above shall likewise be terminated.

                                Yours very truly,

                                [SIGNATURE OF OFFICER, DIRECTOR OR MAJOR
                                STOCKHOLDER]

                                [NAME AND ADDRESS OF OFFICER, DIRECTOR OR MAJOR
                                STOCKHOLDER]

EX-10.4

                                                                    EXHIBIT 10.4

Confidential Treatment Requested; Portion Omitted Filed Separately with the
Securities and Exchange Commission

                                   TALL PINES
                     EXCLUSIVE LICENSE AND ROYALTY AGREEMENT

      This Tall Pines Exclusive License and Royalty Agreement (this "Agreement")
is entered into by Tall Pines Development Corporation, a Wisconsin Corporation
("Tall Pines") and The Great Lakes Companies, Inc., a Wisconsin corporation
("Great Lakes"). Tall Pines and Great Lakes are referred to collectively as the
"Parties" and each individually as a "Party".

                                   BACKGROUND

      Great Lakes and Tall Pines entered into a Development Agreement (Master)
dated October 5,1998 (the "Master Agreement"), as amended by Amendment to Master
Agreement, dated November 8,1999, which provided for the development by Great
Lakes of hotel facilities with indoor and outdoor water amenities similar to or
based on those of the Black Wolf Lodge Development located in Wisconsin Dells,
Wisconsin (now known as the "Great Wolf Lodge"). The Parties also entered into
certain Geographic Development Agreements under the Master Agreement relating to
specific Developments identified in EXHIBIT A (collectively, the "Geographic
Development Agreements"). Pursuant to the Master Agreement and the Geographic
Development Agreements, Tall Pines agreed, among other things, to disclose
certain Confidential Information (hereinafter defined) to Great Lakes for use by
Great Lakes and certain other parties in connection with the development,
ownership and operation of Developments and in consideration for the disclosure
of such Confidential Information, Great Lakes agreed to pay Tall Pines a fee
calculated as a percentage of Revenues (hereinafter defined) earned by the
Development(s).

      The Parties now wish to terminate the Master Agreement and the Geographic
Development Agreements and to replace those agreements with this Agreement.

The Parties agree as follows:

1.    DEFINITIONS.

      The following terms have the meanings indicated below:

      1.1   "ADJUSTED FOR INFLATION": Defined in Section 5.5.

      1.2   "AFFILIATE": With respect to any Person, any Person controlling,
            controlled by or under common control with, whether by virtue of
            ownership or otherwise, such Person. Affiliates of each Party
            include: (i) any direct or indirect partner, member or shareholder
            of such Party, and (ii) any Person that would constitute an
            Affiliate of any Person described in the immediately foregoing
            sentence. For purpose of this definition, the term "control"
            (including, with correlative meanings, the terms "controlling",
            "controlled by" or "under common control with") means the
            possession, direct or indirect, of the power to direct or cause the
            direction of the management and policies of a Person, whether
            through ownership of voting securities, by contract or otherwise.




      1.3   "AVAILABLE ROOM": A sleeping room available on a daily basis to
            hotel guests for overnight rental.

      1.4   "BASE DEVELOPMENT FEES": Defined in Section 5.2.

      1.5   "CASH-ON-CASH RETURN ON EQUITY": For a given period, an amount equal
            to the product of one hundred (100) and a fraction, the numerator of
            which is the total cash earned by all owners of any equity interest
            in the relevant entity and the denominator of which is the total
            cash and non-cash capital contributions made to such entity to the
            date of calculation, stated as a percentage.

      1.6   "CONFIDENTIAL INFORMATION": All information that is or has been
            disclosed by Tall Pines, either orally or in writing, to Great Lakes
            in the performance of Tall Pines' duties and obligations under the
            Master Agreement or any Geographic Development Agreement, which
            relates io the Wisconsin Dells Lodge, including its operating
            systems, financial information, historical costs, historical
            revenues, historical expenses, or marketing programs.

      1.7   "DEFAULT RATE": A rate of interest equal to four (4) percentage
            points above the prime rate (as announced as of the first day on
            which the Default Rate is applicable by Citibank N.A., or its
            successor).

      1.8   "DESIGNEE": With respect to any Person, an Affiliate or permitted
            assignee of such Person, including any Person authorized by Great
            Lakes to develop, own, and/or operate a Development, whether
            pursuant to a license, franchise agreement, operating agreement, or
            other contract, agreement or arrangement.

      1.9   "DESIGNS": The plans, specifications, blueprints, drawings,
            appearance, layout, and developmental design of the Wisconsin Dells
            Lodge, inclusive of plans and specifications for associated Water
            Amenities.

      1.10  "DEVELOPMENT FEES": The Base Development Fees and Incentive
            Development Fees payable by Great Lakes to Tall Pines pursuant to
            Sections 5.2 and 5.3 of this Agreement, respectively.

      1.11  "DEVELOPMENT LOCATION": The site at which a Development is or is
            proposed to be located.

      1.12  "DEVELOPMENT": a Property that is developed by Great Lakes or its
            Designee.

      1.13  "DEVELOPMENT FEE PAYMENT PERIOD": A period commencing on the opening
            of a Development for business and, notwithstanding the Term of this
            Agreement, ending ten years thereafter, or such earlier date on
            which this Agreement is terminated because of a material, uncured
            breach by Tall Pines.

      1.14  "EFFECTIVE DATE": July 26, 2004.

                                       2



      1.15  "FISCAL YEAR": For each Development, the fiscal year used by Great
            Lakes or its Designee for such Development, as the same may be
            amended from time to time.

      1.16  "GROSS OPERATING PROFIT": For each Development, a sum equal to
            Revenues minus all expenses from operations (excluding depreciation,
            amortization, management fees, central reservation fees, real, and
            personal property taxes, leasehold rent paid, property insurance,
            replacement reserves, Development Fees and debt service) for a
            Fiscal Year. However, expenses that are directly related to revenues
            that are excluded from the definition of "Revenues" below (e.g.,
            expenses directly related to food and beverage sales) will also be
            excluded from the calculation of Gross Operating Profit.

      1.17  "INFLATION INDEX": The United States City Average Price Index for
            All Urban Consumers for all Items (Base Year 1982-1984), as
            published by the United States Department of Labor, Bureau of Labor
            Statistics from time to time.

      1.18  "INTERNATIONAL DEVELOPMENT": Any Development located outside of the
            United States (including its territories and possessions) or Canada.

      1.19  "ON-SITE CONSULTING": Consulting services provided by all or any of
            the Tall Pines Principals, at or in close proximity to any
            Development Location.

      1.20  "PERSON": A natural person or an entity.

      1.21  "PROPERTY": A property that includes long-term or short term
            dwelling units and that incorporates Water Amenities, regardless of
            the legal or financial structure employed, including hotels,
            resorts, condominiums, apartments, community associations, time
            shares, partnerships, vacation clubs, or other fractional ownership
            or similar arrangements.

      1.22  "REVENUES": (i) The total United States dollar equivalent amount
            earned by Great Lakes or its Designee from guest room revenues,
            revenue from forfeitures of room deposits, games, water park
            rentals and usage fees, and retail sales at a Development or the
            Developments, as the context requires, but not including revenues
            from food or beverage sales, telephones, meeting room rentals, or
            non-game vending revenues. In computing Revenues, no costs incurred
            in operating Developments or (except as set forth in this section
            1.22) in selling, advertising, promoting, or distributing any goods
            or services will be deducted from Revenues, nor will any deductions
            be made for uncollectible accounts, (ii) In the case of a
            Development which includes or consists of a condominium or
            fractional-interest condominium, Revenues will include the gross
            room revenue generated by all condominium units and
            fractional-interest units for which rental management agreements are
            entered into by Great Lakes or its Designee within 180 days of the
            original sales of such units, (iii) In the case of a Development
            which includes or consists of timeshare units, condominium units or
            fractional-interest condominium units for which rental management
            agreements are not entered into by Great Lakes or its Designee
            within 180 days of the original sales of such units

                                       3



            (collectively, the "Unmanaged Units"), Revenues will include the
            sales price for the Unmanaged Units sold by Great Lakes or its
            Designee (net of selling costs up to a maximum of thirty-five
            percent of the gross sales price), and gross room revenue generated
            by all timeshare units subject to timeshare rental management
            agreements with Great Lakes or its Designee. (iv) In the event Great
            Lakes, its Designee or a Great Lakes Affiliate, as the case may be,
            sells, transfers or assigns its right to manage a property, the
            consideration or value received shall be considered Revenue for
            purposes of this Agreement.

      1.23  "SANDUSKY DEVELOPMENT": The Great Wolf Lodge Development owned by an
            Affiliate of Great Lakes and located at 4600 Milan Road, Sandusky,
            Ohio.

      1.24  "SHEBOYGAN DEVELOPMENT": The Blue Harbor Resort(TM) Development
            owned by an Affiliate of Great Lakes and located at 725 Blue Harbor
            Drive, Sheboygan, Wisconsin.

      1.25  "TALL PINES PRINCIPALS": Andrew J. Waterman, John D. Waterman,
            Andrew W. Waterman, Ben C. Borcher, Judith A. Waterman, and Mary E.
            Waterman.

      1.26  "TERM": The period commencing on the Effective Date and ending on
            October 31, 2018.

      1.27  "TERRITORY": Worldwide.

      1.28  "TRAVERSE CITY DEVELOPMENT": The Great Wolf Lodge Development owned
            by an Affiliate of Great Lakes and located at 3575 North Highway
            31 South, Traverse City, Michigan.

      1.29  "VISIBLE COMMENCEMENT OF CONSTRUCTION": For a Development or a
            Property, the point in time at which, at a minimum, initial
            clearing, grading or other like processes shall have occurred on the
            site of the Development in accordance with plans and specifications
            submitted to and approved by the appropriate governmental
            authorities.

      1.30  "WATER AMENITIES": Large, water-based attractions commonly located
            in commercial water amusement parks, indoor or outdoor, including
            water slides, "lazy river" inner tube rides, and wave pools, but
            specifically excluding indoor and outdoor pools and related
            amenities (e.g. diving boards, water basketball equipment, water
            volleyball equipment, and personal flotation devices) commonly
            developed and operated by major hotel or motel chains, or the
            franchisees of same.

      1.31  "WILLIAMSBURG DEVELOPMENT": The Great Wolf Lodge Development owned
            by an Affiliate of Great Lakes and located at 559 East Rochambeau
            Drive, Williamsburg, Virginia.

                                       4



      1.32  "WISCONSIN DELLS LODGE": The hotel development with Water Amenities
            owned by an Affiliate of Great Lakes and located at 1400 Great Wolf
            Drive, Lake Delton, Wisconsin.

2.    GRANT OF LICENSE; RIGHTS OF THE PARTIES; DEVELOPMENTS.

      2.1   Tall Pines grants to Great Lakes an irrevocable, exclusive (except
            as otherwise set forth in Section 2.4 of this Agreement), perpetual,
            world-wide license to use the Confidential Information.

      2.2   The Parties agree that as between them, Great Lakes (a) except as
            otherwise may be set forth expressly herein, has the exclusive right
            to construct, establish, develop, open, own, operate and maintain
            Properties, anywhere in the world and (b) has exclusive rights to
            use the Confidential Information and Designs. Great Lakes may cause
            all or any of its rights under this Agreement to be assigned to, or
            its obligations under this Agreement to be performed by, its
            Designee or Designees, but the rights and obligations of Designees
            are subject to the terms of this Agreement.

      2.3   The Parties acknowledge and agree that in consideration for the
            payments and obligations described in the Master Agreement and this
            Agreement and for other good and valuable consideration. Great Lakes
            has acquired all intellectual property rights in or pertaining to
            the Designs, including copyright.

      2.4   Neither Tall Pines nor its principals, agents, affiliates, or
            assigns, shall use or make available to any third party the Designs
            or, during the Term, any Confidential Information, for any purpose,
            except that, during the Term, Tall Pines or the Tall Pines
            Principals may use Confidential Information (but not the Designs) as
            follows: (i) other than in connection with the development of a
            Property; (ii) in connection with a Property developed in accordance
            with Section 2.6 of this Agreement; (iii) in connection with the
            operation of a "Moose Jaw" brewpub and restaurant in Lake Delton,
            Wisconsin, and a "Timber Falls" miniature golf and outdoor thrill
            ride attraction in Wisconsin Dells, Wisconsin; and (iv) in
            connection with the design and manufacture of furniture. Nothing in
            this Agreement shall be construed to prohibit or limit the rights of
            the Tall Pines Principals to continue as investors in the Copacabana
            resort in Lake Delton, Wisconsin. The limitations on the use of
            Confidential Information applicable to Tall Pines and its
            principals, agents, affiliates and assigns that are set forth in
            this Section 2.4 shall not apply to Andrew W. Waterman from and
            after the day that is five (5) years after the Effective Date

      2.5   "RIGHTS AGAINST THIRD PARTIES": Great Lakes shall have full right
            and authority to take all appropriate measures at Great Lakes'
            expense to enforce, throughout the world, all ownership rights
            associated with the Confidential Information, on its own behalf and
            on behalf of Tall Pines. Upon written request from and at the sole
            cost and expense of Great Lakes, Tall Pines shall join in and
            reasonably

                                       5



            cooperate with respect to any such measures from time-to-time. Tall
            Pines shall have no right to approve the selection of Great Lakes'
            legal counsel or other advisors or consultants used in connection
            with such measures, nor of the measures employed or not employed,
            nor the manner in which employed. However, Tall Pines may, upon
            written request, receive copies of written communications and
            documents related to such measures. In the event Tall Pines becomes
            a party to any enforcement or declaratory judgment action related to
            measures undertaken by Great Lakes pursuant to this Section 2.5,
            Tall Pines may choose its own legal counsel and Great Lakes shall
            indemnify it for the reasonable fees and costs, including reasonable
            legal fees and expert witnesses it incurs in such action; provided,
            however, that in no event shall Great Lakes be required to indemnify
            Tall Pines for any fees or costs incurred in connection with the
            defense of a legal action arising out of the wrongful action of Tall
            Pines or any of the Tall Pines Principals.

      2.6   "LIMITED RIGHT OF TALL PINES TO DEVELOP PROPERTIES": If Tall Pines
            or the Tall Pines Principals wish to develop a Property, such
            Property must be at least 200 miles (unless otherwise waived by
            Great Lakes) from the nearest Development, and the right of Tall
            Pines or the Tall Pines Principals to develop the proposed Property
            will be subject to the right of first refusal of Great Lakes
            provided for in this Section. If Tall Pines wishes to develop a
            Property in accordance with this Section, it must first give
            written notice to Great Lakes (a "TP Property Notice"), setting
            forth the location of the proposed Property, the anticipated date on
            which the Property will open for business, and other pertinent
            information (including a description of the proposed Property).
            Great Lakes will have a right of first refusal to develop a
            Development at the location specified in the TP Property Notice, or
            at any other location within 200 miles of such location, which right
            must be exercised by Great Lakes by delivering written notice of
            such exercise (an "Exercise Notice") to Tall Pines within ninety
            (90) days following receipt of the TP Property Notice. If Great
            Lakes has not delivered an Exercise Notice within such ninety (90)
            day period, then Tall Pines (or the Tall Pines Principals) may
            commence development qf the proposed Property at the location
            specified in the TP Property Notice; provided, however, that the
            Designs shall not be used in connection with the development of such
            Property, nor shall Tall Pines, the Tall Pines Principals, nor such
            Property in any way infringe upon the intellectual or other property
            rights of Great Lakes including, the registered and unregistered
            trademark rights and copyrights associated with Great Lakes' Great
            Wolf Lodge(R) and Blue Harbor Resort (TM) resort brands. If Great
            Lakes does not commence Visible Commencement of Construction and
            continue progress in developing the proposed Property at the
            specified location within two (2) years following delivery of the TP
            Property Notice, then Tall Pines (or the Tall Pines Principals) may
            commence development of the proposed Property at the location
            specified in the TP Property Notice within four (4) years following
            delivery of the TP Property Notice. If Tall Pines (or the Tall Pines
            Principals) does not commence Visible Commencement of Construction
            of the proposed Property at the specified location within two (2)
            years following delivery of the TP Delivery Notice, or within four
            (4) years following such delivery in the event that Great Lakes
            fails to

                                       6



            commence Visible Commencement of Construction in the timeframe
            specified hereinabove, then the right of Tall Pines (or the Tall
            Pines Principals) to develop a Property at the proposed location
            will once again be subject to the right of first refusal of Great
            Lakes under this Section. The limitations on Tall Pines and its
            principals, agents, affiliates and assigns that are set forth this
            Section 2.6 shall not apply to Andrew W. Waterman from and after the
            day that is five (5) years after the Effective Date.

3.    RESPONSIBILITIES OF GREAT LAKES.

      3.1   Great Lakes or its Designee will be solely responsible for the
            designation, location, construction, establishment, development,
            opening, operation and maintenance of each Development, except as
            specifically noted below.

      3.2   Great Lakes will be solely responsible to do the following in
            connection with each of its Developments (whether directly or
            through contractual arrangements with others if and to the extent
            Great Lakes deems necessary or prudent):

            (a)  Establish and execute a program to designate, locate, develop,
            open and operate the Development;

            (b)  Identify and evaluate potential Development Locations for the
            Development, including performing all market studies and analyses
            in connection therewith;

            (c)  Secure all contracts, government approvals, permits and other
            rights necessary to acquire rights to the Development Location for
            the establishment and operation of the Development;

            (d)  Ensure compliance with all local, state and federal
            governmental rules, ordinances, statutes, regulations and other
            requirements for the establishment and operation of the Development,
            including zoning, title, survey, utility, geotechnical,
            environmental and other requirements;

            (e)  Manage, maintain and operate the Development and coordinate
            its construction and design, including selecting and supervising
            contractors and managing the ordering and installation of
            furnishings, fixtures and equipment;

            (f)  Develop projections for occupancy, rate, development cost,
            debt and operating expenses to develop financial projections and
            proformas for the Development;

            (g)  Negotiate and secure all financing for the Development;

            (h)  Provide in-house and on-site construction management services
            for the Development;

            (i)  Develop and execute a marketing plan for the Development;

            (j)  Hire and train staff for the Development; and

            (k)  Provide ongoing property management and asset management for
            the Development.




4.    TALL PINES ASSISTANCE.

      4.1   RESPONSIBILITIES OF TALL PINES. To enable Great Lakes to enjoy the
            benefits of this Agreement and establish and open and operate the
            Developments, Tall Pines will, at the written request of Great
            Lakes, use its best efforts to do all of the following:

            (a)   Assist Great Lakes in the physical planning and programming of
            each Development including layout, design, configuration,
            furnishing, and all other relevant factors;

            (b)   Assist Great Lakes in developing operating, marketing and
            merchandising plans for each Development; and

            (c)   Assist Great Lakes in developing operating proformas for each
            Development.

      4.2   ON-SITE CONSULTING. Tall Pines agrees, upon the written request of
            Great Lakes, to provide On-Site Consulting for subsequent
            Developments developed by Great Lakes, at a rate of one hundred
            dollars ($ 100.00) per hour, per person performing such On-Site
            Consulting, plus the payment or reimbursement of Tall Pines
            Principals' reasonable out-of-pocket expenses incurred in connection
            therewith for lodging, meals and travel (excluding first class air
            fare), payable within thirty (30) days after an invoice for such
            fees is issued by Tall Pines.

      4.3   CONTROL OF TALL PINES. Tall Pines represents and warrants that, as
            of me Effective Date, the Tall Pines Principals have absolute,
            unfettered discretion to manage the affairs of Tall Pines and that
            no other Person holds any approval or veto rights over any decision
            of Tall Pines.

                                       8



      4.4   LIMITATIONS. Great Lakes will have exclusive rights and
            responsibilities with respect to the designation, approval,
            construction, development, opening, operation, financing or
            marketing of the Developments other than as specifically set forth
            in this Section 4. Neither Tall Pines nor any Tall Pines Principal
            will be required to make any cash or cash equivalent investment or
            execute any personal guarantee, security agreement or similar
            collateral or performance agreement, in connection with any
            Development.

5.    STATEMENTS AND PAYMENTS.

      5.1   CONSULTING FEES. Great Lakes will pay to Tall Pines and/or the Tall
            Pines Principals, as requested by Great Lakes, consulting fees for
            consulting services requested by Great Lakes in writing, at the rate
            provided in Section 4.2.

      5.2   BASE DEVELOPMENT FEES. In consideration of, among other things, the
            matters enumerated in 2.1,2.2 and 2.3, Great Lakes agrees that for
            each Development developed by Great Lakes or its Designee, Great
            Lakes will pay to Tall Pines the following Base Development Fees:

            (a)   The Base Development Fees for each of the Developments will be
            an amount equal to one percent (1 %) of annual Revenues of each
            Development, except as provided in Sections 5.2(b), (c) and (d).
            Unless otherwise agreed in writing, the Base Development Fees for
            each Development shall be paid for the duration of the applicable
            Development Fee Payment Period notwithstanding the expiration or
            termination of this Agreement, except in the case of termination by
            Great Lakes under Section 7.2 as a result of a material, uncured
            breach by Tall Pines.

            (b)   In the case of any International Development in which Great
            Lakes and its Affiliates collectively own 25% or less of the common
            equity interests, the Base Development Fees for such International
            Development will be an amount equal to one-half of one percent
            (0.5%) of annual Revenues of that Development. Such Base Development
            Fees shall be paid for the term of the applicable Development Fee
            Payment Period, notwithstanding the expiration or termination of
            this Agreement, except in the case of termination by Great Lakes
            under Section 7.2 as a result of a material, uncured breach by Tall
            Pines.

            (c)   The Base Development Fees for the Sandusky Development, the
            Traverse City Development, and the Williamsburg Development are
            specified in EXHIBIT C and payable during the term of the
            Development Fee Payment Period for each such Development
            notwithstanding the expiration or termination of this Agreement,
            except in the case of termination by Great lakes under Section 7.2
            as a result of a material, uncured breach by Tall Pines.

            (d)   No Base Development Fees or other Development Fees will be
            payable with respect to the Wisconsin Dells Lodge or the Sheboygan
            Development.

                                       9



            (e)   The Base Development Fees for each Development open for
            business prior to the Effective Date will be payable through the
            date specified for that Development on EXHIBIT B, except in the case
            of termination by Great Lakes under Section 7.2 as a result of a
            material, uncured breach by Tall Pines

            (f)   In the case of any Development owned and operated by Great
            Lakes or one of its Affiliates or a Designee and open for business
            after the Effective Date, the Base Development Fees shall be payable
            during the Development Fee Payment Period applicable to such
            Development Development Fees shall be payable to Tall Pines
            notwithstanding any assignment, transfer, sale, merger or any
            corporate restructuring and shall be due and payable by Great Lakes
            to Tall Pines and shall, unless otherwise agreed in writing be due
            and payable notwithstanding any assumption of responsibility by a
            third party.

            (g)   If Great Lakes enters into an agreement with a Designee that
            gives the Designee the right to terminate payments to Great Lakes or
            one of its Affiliates prior to the tenth anniversary of the
            commencement of such payments, and the Designee exercises its right
            to terminate such payments, then Great Lakes may request in writing
            that Tall Pines consent to the termination of the obligations to
            make payments of Development Fees for such Development. Tall Pines
            hereby expressly consents to the termination of Great Lakes and its
            Designee's obligations to make payments of Development Fees for the
            Niagara Falls Development upon the expiration or earlier termination
            of a certain License Agreement dated January 30, 2004, between Great
            Lakes, as licensor, and Jim Pattison Entertainment Ltd., as
            licensee, provided that one-third of any termination fee or similar
            payment or payments received by Great Lakes in connection with such
            termination shall be paid to Tall Pines.

            (h)   The Base Development Fees for each, Development will be
            payable monthly, in arrears, within thirty (30) days after the end
            of each month.

      5.3   INCENTIVE DEVELOPMENT FEES. Incentive Development Fees will be
            payable with respect to the Sandusky Development, in accordance with
            EXHIBIT C.

      5.4   CURRENCY. All sums referred to in this Agreement will be payable in
            U.S. dollars. If payments are due on Revenues earned in any foreign
            country, Great Lakes will be responsible for converting the amounts
            into U.S. dollars, and Great Lakes will be responsible for all
            costs, if any, associated with such conversion.


      5.5   INFLATION ADJUSTMENTS. Whenever any provision of this Agreement
            requires that an amount be Adjusted for Inflation, such adjustment
            will be based on the Inflation Index. The amount of the adjustment
            will be determined by multiplying the amount to be adjusted by a
            fraction, the denominator of which is the Inflation Index for the
            month in which the Effective Date occurs and the numerator of which
            is the Inflation Index for the month immediately prior to the month
            for which the adjustment for inflation is to be made. If the
            Inflation Index is discontinued, then there will be substituted
            therefore a comparable index for use

                                       10



            in calculating changes in the cost of living or purchasing power of
            consumers published by any other governmental agency, major bank,
            financial institution, or university or by another recognized
            financial publication, with such adjustments as are reasonably
            necessary to produce substantially the same results as would have
            been obtained under the unavailable index.

      5.6   INTEREST. If any payment required to be made under this Agreement is
            not paid when due, Great Lakes will pay to Tall Pines interest on
            the delinquent payment at the Default Rate until such payment is
            made, in addition to any other remedy available to Tall Pines.

      5.7   STATEMENTS. On or before the thirtieth (30th) day after the end of
            each calendar  quarter during the Term, regardless of
            whether any Revenues have been earned during the reporting period,
            Great Lakes will submit to Tall Pines a full and accurate statement
            showing the amount, by category, of Revenues for each of the
            Developments open for business during such quarter, including a
            break-out by Development, and such other information relevant to
            Development Fees as Tall Pines may reasonably require. All such
            quarterly statements will be certified as complete and accurate, to
            the best knowledge of Great Lakes' Chief Financial Officer.

      5.8   REPORTS. Annually, within one hundred twenty (120) days of the end
            of each Fiscal Year during the Term and within one hundred twenty
            (120) days after the end of the Fiscal Year immediately following
            the expiration or termination of this Agreement, Great Lakes will
            deliver to Tall Pines an annual statement covering the operation of
            the Developments for the period then ended, prepared in accordance
            with U. S. Generally Accepted Accounting Principles, consistently
            applied, and certified as accurate, to the best knowledge of Great
            Lakes' Chief Financial Officer.

      5.9   RECORDS. Great Lakes will keep accurate books of account and records
            in a form reasonably acceptable to Tall Pines covering transactions
            relating to each of its Developments. Tall Pines will have the right
            to examine or audit any or all such books of account and records and
            to make copies and extracts therefrom, all at Tall Pines' sole cost
            and expense. Great Lakes will provide Tall Pines with reasonable
            access to such books and records during normal business hours. Great
            Lakes will cause such books and records to be maintained for a
            period of at least two (2) years or such longer period as may be
            required by law, except that if a dispute arises between Great Lakes
            and Tall Pines prior to the expiration of any such two (2) year
            period relating to the content of such books and records or any
            payments for the time period reflected in such books and records,
            then Great Lakes will maintain such books and records until the
            dispute is resolved.

      5.10  DISCREPANCIES. If any audit conducted by or on behalf of Tall Pines
            concerning a Development owned and operated by Great Lakes discloses
            an underpayment to Tall Pines of any amount due and payable to Tall
            Pines under this Agreement, Tall Pines will give notice of the
            amount of such underpayment to Great Lakes,

                                       11



            and Great Lakes will either (a) promptly pay the amount of the
            underpayment, together with interest thereon at the Default Rate
            computed from the date the payment was originally due and, if the
            amount of such underpayment is five percent (5%) or more, together
            with the reasonable costs of the audit which disclosed the
            underpayment; or (b) promptly dispute the amount of or existence of
            any underpayment and/or the reasonableness of the costs of such
            audit, and promptly (i) pay to Tall Pines any undisputed amount of
            the underpayment, together with interest thereon at the Default Rate
            computed from the date the payment was originally due, and (ii) pay
            into escrow any disputed portion of the amount Tall Pines alleges
            was underpaid, together with interest thereon at the Default Rate
            computed from the date the payment was originally due, until such
            dispute is resolved.

      5.11  OPENING DATE. Great Lakes will notify Tall Pines of the opening of a
            Development for business, within ten (10) days after the opening.

6.    GOVERNMENT APPROVALS.

      Great Lakes or its Designee will make or obtain, at its expense, all
      necessary or appropriate government filings, approvals, applications,
      and/or registrations with respect to construction and operation of the
      Developments and will promptly furnish Tall Pines with copies of such
      documentation upon written request. Each Development will be constructed,
      established, opened, operated maintained and marketed in compliance with
      all applicable laws and regulations.

7.    TERMINATION; REMEDIES.

      7.1   TALL PINES' RIGHTS TO TERMINATE. Tall Pines will have the right to
            immediately terminate this Agreement and/or to pursue all remedies
            available at law or in equity if:

            (a)   Great Lakes breaches its payment obligation under this
            Agreement, and such breach is not cured within sixty (60) days after
            receipt of written notice of the breach from Tall Pines; or

            (b)   Great Lakes breaches one of its material obligations under
            this Agreement (other than its payment obligation), and such breach
            is not cured within ninety (90) days after receipt by Great Lakes of
            written notice of the breach from Tall Pines (or, if the breach
            reasonably requires more than ninety (90) days to cure, if Great
            Lakes does not commence action to cure the breach within ninety (90)
            days after receipt of the written notice of the breach or does not
            thereafter promptly and continuously work to remedy and cure the
            breach).

      7.2   GREAT LAKES' RIGHTS TO TERMINATE. Great Lakes will have the right to
            immediately terminate this Agreement and/or to pursue all remedies
            available at law or in equity if Tall Pines breaches one of its
            material obligations under this Agreement, and such breach is not
            cured within ninety (90) days after receipt by

                                       12



            Tall Pines of written notice of the breach from Great Lakes (or, if
            the breach reasonably requires more than ninety (90) days to cure,
            if Tall Pines does not commence action to cure the breach within
            ninety (90) days after receipt of the written notice of the breach
            or does not thereafter promptly and continuously works to remedy and
            cure the breach).

      7.3   SALE OF DEVELOPMENT. If Great Lakes (or one of its Affiliates
            including Designees) sells, transfers, assigns or otherwise disposes
            of a controlling interest in a Development (whether by sale of stock
            or other equity interests in an Affiliate, sale of assets, or
            merger) (the "Sale"), the acquirer of such controlling interest in
            the Development (the "Acquirer") must expressly assume in writing
            the obligations of Great Lakes to pay Development Fees with respect
            to that Development through the Development Fee Payment Period which
            is or would otherwise be payable for that Development in accordance
            with the terms of this Agreement and provided further, Great Lakes
            shall not be released from monetary liability under this Agreement
            and shall continue to be obligated to Tall Pines as if the Sale
            never took place unless Tall Pines releases, in writing, Great Lakes
            from that obligation. It is the intent of the Parties that any
            successor, purchaser or assignee to Great Lakes' interests hereunder
            be obligated to continue the payments of Development Fees to Tall
            Pines. Tall Pines shall receive the Development Fees and Consulting
            Fees notwithstanding a Sale, merger, transfer, assignment or any
            other transaction which would effectively transfer Great Lakes'
            rights in whole or in part to a third party or separate entity.

      7.4   "CLOSURE": In the event Great Lakes closes a Development, the
            Development shall no longer be considered a "Development" for
            purposes of this Agreement, and Great Lakes may, subject to the
            provisions of this Agreement, make such other use or disposition of
            the land and all improvements thereon as Great Lakes shall see fit;
            provided, however, that in the event that the Development is closed
            in accordance with the provisions of this section and the land
            formerly constituting a part of the Development is used for any
            other profit seeking purpose by Great Lakes (but not by any lender
            taking title by foreclosure or deed in lieu of foreclosure or by any
            successor to such lender) within the period commencing on the date
            of closure and ending at the end of the Development Fee Payment
            Period, Great Lakes shall promptly pay to Tall Pines a termination
            fee in an amount equal to the present value of a cash flow stream
            commencing on the date of closure of such Development and ending at
            the end of the Development Fee Payment Period comprised of monthly
            payments equal in amount to the mean of the monthly Development fees
            for such Development paid during the final twelve(12) months of
            operation of the Development, discounted at an annual rate equal to
            two percentage points above the prime rate (as announced by
            Citibank, N.A. or its successor, on the date of closure of the
            Property).

      7.5   POST-EXPIRATION. Upon the expiration or earlier termination of this
            Agreement, Great Lakes will have complete discretion concerning the
            acquisition, development, design, operation, disposition and
            cessation of operation of each of its current Developments and any
            future Developments, anywhere in the world,

                                       13



            without any restriction or payment obligations to Tall Pines;
            provided, however, that Great Lakes obligations (or the obligations
            of any third parties) to Tall Pines per this Agreement to pay
            Development Fees during the remaining Development Fee Period(s)
            applicable to such Development(s) open for business, prior to the
            expiration or termination of this Agreement shall continue.

8.    INDEMNIFICATION AND INSURANCE.

      8.1   INDEMNIFICATION BY GREAT LAKES. Great Lakes shall defend, indemnify
            and hold harmless Tall Pines and its officers, directors, agents,
            employees, successors, assigns and Tall Pines Principals from and
            against any and all claim, demands, causes of action, damages,
            costs, and expenses (including reasonable attorneys' fees) to the
            extent caused by the acts or omissions of, or failure to perform
            under this Agreement, by Great Lakes, its contractors or consultants
            or anyone directly or indirectly employed or controlled by any of
            them.

      8.2   INDEMNIFICATION BY TALL PINES. Tall Pines shall defend, indemnify
            and hold harmless Great Lakes and its officers, directors, agents,
            employees, successors - and assigns from and against any and all
            claims, demands, causes of action, damages, costs, and expenses
            (including reasonable attorneys' fees) to the extent caused by the
            failure of Tall Pines to perform under this Agreement.

      8.3   INSURANCE. Great Lakes shall maintain during the Term, at its sole
            expense, one or more policies of insurance with insurers with a
            Best's Key Rating of A or better, covering comprehensive general
            liability, property damage, product liability, personal injury
            liability, host liquor liability and such other insurance as shall
            be required by applicable laws or regulations with minimum limits of
            coverage deemed appropriate by Great Lakes in the exercise of its
            reasonable business judgment. Great Lakes shall provide Tall Pines
            with Certificates of Insurance evidencing the same covering each of
            Great Lakes' Developments within thirty (30) days of the opening of
            such Development.

9.    NOTICES.

      Whenever it is provided in this Agreement that any payment, notice,
      demand, request, consent, approval, declaration or other communication
      ("Notice") must or may be given or served or whenever any such
      communication is desired to be given with respect to this Agreement, each
      such Notice must be in writing and either must be delivered in person with
      receipt acknowledged or by a recognized next-day mail service with
      significant delivery operations in the localities of all required senders
      and recipients (and a copy must also be transmitted by facsimile),
      addressed as follows:

            If to Great Lakes:          The Great Lakes Companies, Inc.
                                        122 West Washington Ave., 10th Floor
                                        Madison, WI53703
                                        Attention: General Counsel
                                        Fax:(608) 251-6800

                                       14



     With a copy to:                    King & Spalding, LLP
                                        191 Peachtree Street
                                        Atlanta, GA 30328
                                        Attention: William G. Roche
                                        Fax:(404)572-5146

     If to Tall Pines:                  Tall Pines Development Corporation
                                        411 Alcan Drive
                                        Baraboo, WI53913
                                        Attention: Andrew J. Waterman
                                        Fax:(608)254-7672

     With a copy to:                    Foley & Lardner LLP
                                        Box 1497
                                        Madison, WI 53701
                                        Attention: David Walsh, Esq.
                                        Fax: 608-258-4269

The obligation to give any Notice required under this Agreement may be waived in
writing by the Party entitled to receive such Notice. The date the facsimile
copy of such Notice is sent will not constitute the effective date of such
Notice, but rather Notice under this Agreement will be deemed to have been duly
given or served on the date on which personally delivered or delivered by such
recognized next-day mail service, with receipt acknowledged, whichever date is
earlier.

10.   MISCELLANEOUS.

      10.1  NO JOINT VENTURE. Nothing contained in this Agreement will be
            construed as creating a relationship of principal and agent,
            partnership, or joint venture. Great Lakes will have no power or
            right to obligate or bind Tall Pines in any manner whatsoever, and
            Tall Pines will have no power or right to obligate or bind Great
            Lakes in any manner whatsoever. The Parties agree not to contend to
            the contrary or to attempt to enforce any contrary intentions in any
            court. In addition, no Party will represent to third parties that it
            is an agent, partner or joint venturer of the other.

      10.2  ASSIGNMENT. This Agreement may not be assigned, transferred,
            licensed, mortgaged, or otherwise encumbered by either Party in any
            manner, by operation of law or otherwise, without the prior written
            approval of the other Party; provided, however, as follows: (i) this
            Agreement may be collaterally assigned to a lender by Great Lakes
            without consent provided notice and reasonable information on the
            terms that are provided to Tall Pines after written request; or (ii)
            this Agreement may be assigned to any Affiliate of Great Lakes
            without the consent of Tall Pines (but Great Lakes will provide
            notice and reasonable

                                       15



            information on the terms to Tall Pines of any such assignment after
            written request); or (iii) this Agreement maybe assigned by Great
            Lakes in connection with any sale or transfer of all or
            substantially all of its assets, whether by merger or sale of assets
            or otherwise (including a sale), in which case Great Lakes shall
            give Tall Pines timely notice of its intent to assign this Agreement
            and reasonable evidence the assignee has assumed the
            responsibilities and is capable of complying with the said
            responsibilities of this Agreement; or (iv) this Agreement may be
            assigned by either Tall Pines or its principals (as their interests
            appear) to a family member of the principals including by sale or to
            a trust for the benefit of a family member and may be assigned as
            collateral by the Tall Pines Principals and family members. Any
            attempt by a Party otherwise to assign or transfer any part or all
            of this Agreement without the other Party's prior written approval
            will be void ab initio and will constitute a material breach of this
            Agreement.

      10.3  MERGER AND INTEGRATION. This Agreement constitutes the entire
            agreement of the Parties with respect to the subject matter hereof
            and supersedes all prior written or oral agreements,
            representations, or understandings, including the Master Agreement
            and the Geographic Development Agreements entered into under the
            Master Agreement. The Master Agreement and the Geographic
            Development Agreements are hereby terminated, and each of such
            agreements shall have no further force or effect.

      10.4  AMENDMENT. This Agreement may not be modified except in writing
            signed by the Parties.

      10.5  CHOICE OF LAW. This Agreement will be governed by and interpreted in
            accordance with the laws of the State of Wisconsin. If any dispute
            arises out of or in connection with this Agreement, the Parties
            consent to jurisdiction and venue in the United States District
            Court for the Western District of Wisconsin or Dane County Circuit
            Courts. The Parties each consent to jurisdiction of such court. The
            prevailing Party in any litigation between the Parties will be
            entitled to recover reasonable litigations costs and attorneys' fees
            from the nonprevailing Party.

      10.6  HEADINGS. Headings and other captions contained in this Agreement
            are for reference purposes only and do not interpret, define or
            limit the scope, extent or intent of this Agreement or any provision
            of this Agreement.

      10.7  [Reserved..]

      10.8  COUNTERPARTS. This Agreement may be executed in any number of
            counterparts, each of which will be deemed an original, but all of
            which will constitute one and the same instrument.

      10.9  SURVIVAL. (a) The provisions of the following Sections will
            expressly survive the expiration of the Term of this Agreement: 2.1,
            2.2, 2.3, 2.4, 2.5, 2.6, 5.8 (for a period of one year only), 5.9,
            5.10, 8.1, 8.2, 10.5, 10.12, 10.14, 10.16, 10.17, 10.18, and 10.19.

                                       16



                        (b) The provisions of the following Sections will
            expressly survive the termination of this Agreement by Tall Pines
            because of a material, uncured default by Great Lakes: 2.1, 2.2,
            2.3, 2.5, 5.1, 5.2, 5.3, 5.6, 5.7 (for a period expiring one year
            after the last payment is due to Tall Pines hereunder (the "SURVIVAL
            DATE")), 5.8 (for a period expiring on the Survival Date), 5.9,
            5.10, 7.3, 8.1, 8.2, 10.5, 10.12, 10.14, 10.16, 10.17, 10.18 and
            10.19.

                        (c) The provisions of the following Sections will
            expressly survive the termination of this Agreement by Great Lakes
            because of a material, uncured default by Tall Pines: 2.1, 2.2, 2.3,
            2.4, 2.5, 2.6, 5.9, 5.10, 8.1, 8.2, 10.5, 10.12, 10.14, 10.16,
            10.17, 10.18 and 10.19.

      10.10 FORCE MAJEURE. No party will be deemed to be in default of any of
            its obligations under this Agreement to the extent that the
            performance thereof is delayed or rendered impossible by acts of
            God, war, civil commotion, governmental action, fire, storm, flood,
            explosion, strikes, walkouts, other industrial disturbances,
            inability to obtain raw materials from usual sources or any other
            cause, whether of the same or different nature, which is beyond its
            reasonable control.

      10.11 INTERPRETATION. Whenever possible, each provision or portion of any
            provision of this Agreement will be interpreted in such manner as to
            be effective and valid under applicable law, but if any provision or
            portion of any provision of this Agreement is held to be invalid,
            illegal or unenforceable in any respect under any applicable law or
            rule in any jurisdiction, such invalidity, illegality or
            unenforceability will not affect any other provision or portion of
            any provision in such jurisdiction, and this Agreement will be
            reformed, construed and enforced in such jurisdiction as if such
            invalid illegal or unenforceable provision or portion of any
            provision had never been contained in this Agreement. The "term
            including" means, "including, without limitation" whenever used in
            this Agreement. All Section references are to sections in this
            Agreement, unless otherwise specified.

      10.12 BINDING EFFECT. This Agreement will bind the Parties and their
            respective parents, subsidiaries, affiliates, heirs, successors and
            assigns.

      10.13 NO WAIVER. The failure of either Party to exercise any right, power
            or remedy provided under this Agreement or otherwise available at
            law or in equity, or to insist upon compliance by the other Party
            with its obligations under this Agreement, and any custom or
            practice of the Parties at variance with the terms of this
            Agreement, will not constitute a waiver by such party of its rights
            to exercise any such or other right, power or remedy or to demand
            such compliance. Any of the terms or conditions of this Agreement
            may be waived in writing at any time by the Party that is entitled
            to the benefits thereof.

      10.14 BENEFIT. This Agreement is not intended to be for the benefit of,
            and will not be enforceable by, any person who or which is not a
            party to this Agreement.

                                       17



      10.15 FURTHER ASSURANCES. Each Party will attend meetings, execute further
            documents and agreements and do all other things reasonably required
            to carry out the terms and conditions of this Agreement in
            accordance with its true intent.

      10.16 REPRESENTATIONS. Each Party represents and warrants to the other
            Party that (a) it is a corporation duly organized, validly existing
            and in good standing under the laws of the jurisdiction of its
            incorporation indicated in the description of the parties appearing
            at the beginning of this Agreement; (b) this Agreement has been duly
            authorized by all necessary corporate action, and has been duly
            executed, attested and delivered by authorized signatories of that
            party; and (c) it has all necessary corporate power and capacity to
            enter into this Agreement and to perform its obligations under this
            Agreement.

      10.17 FEES AND EXPENSES. In the event of disputes between the parties
            and/or their respective assigns, including a Purchaser, Affiliate or
            Designee, the prevailing party shall be entitled to reasonable
            attorneys' fees, costs and expenses including expert fees incurred
            in enforcing the terms and provisions of this Agreement and the
            non-prevailing party shall pay said fees, costs and expenses within
            five (5) business days of there being a final decision or
            non-appealable judgment of such disputes.

      10.18 CONFIDENTIALITY.

            (a)   Tall Pines will not use or disclose any of the confidential
            information of Great Lakes disclosed in connection with this
            Agreement (including results of operations of any of the
            Developments and plans with respect to future Developments) without
            the prior express written consent of Great Lakes; provided, however,
            that Tall Pines may disclose the confidential information of Great
            Lakes, as may be reasonably necessary, to the legal and financial
            advisors to Tall Pines or any of the Tall Pines Principals, and to
            lenders and prospective lenders to Tall Pines or any of the Tall
            Pines Principals, if such parties are informed of and agree to be
            bound by the obligations of confidentiality set forth in this
            Section.

            (b)   The obligations of confidentiality hereunder shall survive the
            termination or expiration of this Agreement.

      10.19 NO KNOWLEDGE OF DEFAULT. Each party represents to the other that it
            has no knowledge of (a) any default by either party under the Master
            Agreement nor any of the Geographic Development Agreements; (b) any
            fact or circumstance that would have been reasonably likely to
            result in a default under the Master Agreement or any of the
            Geographic Development Agreements (in the absence of this
            Agreement); or (c) any fact or circumstance that would constitute a
            default under this Agreement or that is reasonably likely to result
            in a default under this Agreement.

                                       18



                  IN WITNESS WHEREOF, the Parties hereto have executed this
      Agreement as of the 25th day of July, 2004.

                                        TALL PINES DEVELOPMENT
                                        CORPORATION

                                        By: /s/ Andrew W. Waterman
                                           ---------------------------
                                        Name:
                                        Title:

                                        /s/ Andrew J. Waterman
                                        ------------------------------
                                        ANDREW J. WATERMAN

                                        /s/ John D. Waterman
                                        ------------------------------
                                        JOHN D. WATERMAN

                                        /s/ Judith A. Waterman
                                        ------------------------------
                                        JUDITH A. WATERMAN

                                        /s/ Mary E. Waterman
                                        ------------------------------
                                        MARY E. WATERMAN

                                        /s/ Andrew W. Waterman
                                        ------------------------------
                                        ANDREW W. WATERMAN

                                        /s/ Ben Borcher
                                        ------------------------------
                                        BEN BORCHER

                                        THE GREAT LAKES COMPANIES, INC.

                                        BY: /s/ Bruce D. Neviaser
                                           --------------------------
                                        Name: BRUCE D. NEVIASER
                                        Title: CHAIRMAN

                                       19



                                    EXHIBIT A

                       GEOGRAPHIC DEVELOPMENT AGREEMENTS

1.    GEOGRAPHIC DEVELOPMENT AGREEMENT (SANDUSKY DEVELOPMENT) DATED OCTOBER 5,
      1998.

2.    GEOGRAPHIC DEVELOPMENT AGREEMENT (TRAVERSE CITY DEVELOPMENT) DATED MARCH
      1, 2002.

3.    GEOGRAPHIC DEVELOPMENT AGREEMENT (KANSAS CITY DEVELOPMENT) DATED MAY 23,
      2002.

                                       20



                                    EXHIBIT B



                               DATE ON WHICH DEVELOPMENT FEES ARE NO
DEVELOPMENT                    LONGER PAYABLE
- ----------------------------------------------------------------------
                            
WISCONSIN DELLS, WI            N/A (NO DEVELOPMENT FEES PAYABLE)
- ----------------------------------------------------------------------
SANDUSKY, OHIO                 MARCH 1, 2011
- ----------------------------------------------------------------------
TRAVERSE CITY, MICHIGAN        APRIL 1, 2013
- ----------------------------------------------------------------------
KANSAS CITY, KANSAS            JUNE 1, 2013
- ----------------------------------------------------------------------
SHEBOYGAN, WISCONSIN           N/A (NO DEVELOPMENT FEES PAYABLE)
- ----------------------------------------------------------------------

- ----------------------------------------------------------------------

- ----------------------------------------------------------------------

- ----------------------------------------------------------------------

- ----------------------------------------------------------------------

- ----------------------------------------------------------------------


                                       21



                                    EXHIBIT C
                    BASE DEVELOPMENT FEES AND INCENTIVE FEES

1.    Base Development Fees - Sandusky, Traverse City and Williamsburg.

      The Base Development Fees for the Sandusky Development and the Traverse
      City Development will be two percent (2%), and the Base Development Fees
      for the Williamsburg Development will be one and three quarters percent
      (1.75%).

2.    Incentive Development Fees - Sandusky.

      Incentive Development Fees will be payable with respect to the Sandusky
      Development, consisting of the Tier-One Incentive Development Fee and the
      Tier-Two Incentive Development Fee.

      The Tier-One Incentive Development Fee will be an amount equal to
      one-percent (1%) of, Revenues earned from the Sandusky Development, over
      and above the Base Development Fees for the Sandusky Development, due and
      payable for a Fiscal Year when:

            (a)  Revenues per Available Room for the Sandusky Development exceed
            *** dollars ($***) per day for such Fiscal Year, Adjusted for
            Inflation,

            (b)  Gross Operating Profit for the Sandusky Development exceeds ***
            percent (***%) for such fiscal Year; and

            (c)  The Sandusky Development earns a minimum Cash-on-Cash Return on
            Equity of *** percent (***%) for such Fiscal Year. If only item (c)
            above is achieved for a Fiscal Year with respect to the Sandusky
            Development, Tall Pines will be entitled to payment of one-half
            (1/2) of the Tier-One Incentive Development Fee for such Fiscal
            Year.

            The Tier-Two Incentive Development Fee will be an amount equal to
            one percent (1%) of Revenues earned from the Sandusky Development
            over and above the Base Development Fees and Tier-One Incentive
            Development Fees for the Sandusky Development, due and payable for a
            Fiscal Year when:

            (d)  Revenues per Available Room for the Sandusky Development
            exceeds *** dollars ($***) per day for such Fiscal Year, Adjusted
            for Inflation;

            (e)  Gross Operating Profit for the Sandusky Development exceeds ***
            percent (***%) for such Fiscal Year; and

            (f)  The Sandusky Development earns a minimum Cash-on-Cash Return on
            Equity of *** percent (***%) for such Fiscal Year.

*** - Confidential treatment requested - omitted and filed separately with the
      Commission.


                                       22



            The Incentive Development Fees will be payable annually, in arrears,
            within forty-five (45) days following the end of each Fiscal Year
            for the Sandusky Development. The Incentive Development Fees will be
            payable through the date specified on EXHIBIT B for the Sandusky
            Development.

                                     23

EX-10.10

                                                                   EXHIBIT 10.10

                            GREAT WOLF RESORTS, INC.

                       FORM OF 2004 INCENTIVE STOCK PLAN




                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS



                                                                                                                         Page
                                                                                                                         ----
                                                                                                                      
Section 1. BACKGROUND AND PURPOSE.................................................................................         1

Section 2  DEFINITIONS............................................................................................         1

          2.1      Affiliate......................................................................................         1
          2.2      Board..........................................................................................         1
          2.3      Change Effective Date..........................................................................         1
          2.4      Change in Control..............................................................................         1
          2.5      Code...........................................................................................         4
          2.6      Committee......................................................................................         4
          2.7      Company........................................................................................         4
          2.8      Director.......................................................................................         4
          2.9      Eligible Employee..............................................................................         4
          2.10     Fair Market Value..............................................................................         5
          2.11     ISO............................................................................................         5
          2.12     1933 Act.......................................................................................         5
          2.13     1934 Act.......................................................................................         5
          2.14     Non-ISO........................................................................................         5
          2.15     Option.........................................................................................         5
          2.16     Option Certificate.............................................................................         5
          2.17     Option Price...................................................................................         6
          2.18     Parent.........................................................................................         6
          2.19     Plan...........................................................................................         6
          2.20     Rule 16b-3.....................................................................................         6
          2.21     SAR Value......................................................................................         6
          2.22     Stock..........................................................................................         6
          2.23     Stock Appreciation Right.......................................................................         6
          2.24     Stock Appreciation Right Certificate...........................................................         6
          2.25     Stock Grant....................................................................................         6
          2.26     Stock Grant Certificate........................................................................         6
          2.27     Stock Unit Grant...............................................................................         7
          2.28     Subsidiary.....................................................................................         7
          2.29     Ten Percent Shareholder........................................................................         7

Section 3  SHARES AND GRANT LIMITS................................................................................         7

          3.1      Shares Reserved................................................................................         7
          3.2      Source of Shares...............................................................................         7
          3.3      Use of Proceeds................................................................................         8
          3.4      Grant Limits...................................................................................         8

Section 4   EFFECTIVE DATE........................................................................................         9

Section 5  COMMITTEE..............................................................................................         9

Section 6  ELIGIBILITY AND ANNUAL GRANT CAPS......................................................................         9


                                      -i-





                                                                                                                            Page
                                                                                                                            ----
                                                                                                                         
Section 7     OPTIONS...............................................................................................         10

            7.1      Committee Action...............................................................................         10
            7.2      $100,000 Limit.................................................................................         10
            7.3      Option Price...................................................................................         11
            7.4      Payment........................................................................................         11
            7.5      Exercise.......................................................................................         11

Section 8     STOCK APPRECIATION RIGHTS.............................................................................         12

            8.1      Committee Action...............................................................................         12
            8.2      Terms and Conditions...........................................................................         12
            8.3      Exercise.......................................................................................         14

Section 9.    STOCK GRANTS..........................................................................................         14

            9.1      Committee Action...............................................................................         14
            9.2      Conditions.....................................................................................         15
            9.3      Dividends, Voting Rights and Creditor Status...................................................         16
            9.4      Satisfaction of Forfeiture Conditions..........................................................         18
            9.5      Income Tax Deduction...........................................................................         18

Section 10    NON-TRANSFERABILITY...................................................................................         20

Section 11    SECURITIES REGISTRATION...............................................................................         21

Section 12    LIFE OF PLAN..........................................................................................         21

Section 13    ADJUSTMENT............................................................................................         22

            13.1     Capital Structure..............................................................................         22
            13.2     Transactions Described in Section 424..........................................................         23
            13.3     Fractional Shares..............................................................................         23

Section 14    CHANGE IN CONTROL.....................................................................................         24

Section 15    AMENDMENT OR TERMINATION..............................................................................         25

Section 16    MISCELLANEOUS.........................................................................................         25

            16.1     Shareholder Rights.............................................................................         25
            16.2     No Contract of Employment......................................................................         26
            16.3     Withholding....................................................................................         26
            16.4     Construction...................................................................................         26
            16.5     Other Conditions...............................................................................         26
            16.6     Rule 16b-3.....................................................................................         27


                                      -ii-



                                   Section 1.

                             BACKGROUND AND PURPOSE

         The purpose of this Plan is to promote the interest of the Company by
authorizing the Committee to grant Options and Stock Appreciation Rights and to
make Stock Grants and Stock Unit Grants to Eligible Employees and Directors in
order (1) to attract and retain Eligible Employees and Directors, (2) to provide
an additional incentive to each Eligible Employee or Director to work to
increase the value of Stock and (3) to provide each Eligible Employee or
Director with a stake in the future of the Company which corresponds to the
stake of each of the Company's shareholders.

                                    Section 2

                                   DEFINITIONS

         2.1      Affiliate -- means any organization (other than a Subsidiary)
that would be treated as under common control with the Company under Section
414(c) of the Code if "50 percent" were substituted for "80 percent" in the
income tax regulations under Section 414(c) of the Code.

         2.2      Board -- means the Board of Directors of the Company.

         2.3      Change Effective Date -- means either the date which includes
the "closing" of the transaction which makes a Change in Control effective if
the Change in Control is made effective through a transaction which has a
"closing" or the date a Change in Control is reported in accordance with
applicable law as effective to the Securities and Exchange Commission if the
Change in Control is made effective other than through a transaction which has a
"closing".

         2.4      Change in Control -- means the occurrence of any of the
following events:

                  (a)      any "person" (as that term is used in Sections 13(d)
                           and 14(d)(2) of the 1934 Act), is or becomes the
                           beneficial owner (as defined in Rule 13d-3



                           under the 1934 Act), directly or indirectly, of
                           securities representing 30% or more of the combined
                           voting power of the then outstanding securities of
                           the Company eligible to vote for the election of the
                           members of the Board unless (1) such person is the
                           Company or any Subsidiary, (2) such person is an
                           employee benefit plan (or a trust which is a part of
                           such a plan) which provides benefits exclusively to,
                           or on behalf of, employees or former employees of the
                           Company or a Subsidiary, (3) such person is an
                           underwriter temporarily holding such securities
                           pursuant to an offering of such securities or (4)
                           such person acquired such securities in a
                           Non-Qualifying Transaction (as defined
                           in Section 2.4(d));

                  (b)      during any period of two consecutive years or less
                           beginning after the closing date of the initial
                           public offering of the common stock of the Company,
                           individuals who at the beginning of such period
                           constitute the Board cease, for any reason, to
                           constitute at least a majority of the Board, unless
                           the election or nomination for election of each new
                           director was approved by at least two-thirds of the
                           directors then still in office who were directors at
                           the beginning of the period (either by a specific
                           vote of such directors or by the approval of the
                           Company proxy statement in which each such individual
                           is named as a nominee for a director without written
                           objection to such nomination by such directors);
                           provided, however, that no individual initially
                           elected or nominated as a director of the Company as
                           a result of an actual or threatened election contest
                           with respect to directors or as a result of any other
                           actual or threatened

                                      -2-



                           solicitation of proxies or consents by or on behalf
                           of any persons other than the Board shall be deemed
                           to be approved;

                  (c)      the shareholders of the Company approve any
                           reorganization, merger, consolidation or share
                           exchange as a result of which the common stock of the
                           Company shall be changed, converted or exchanged into
                           or for securities of another corporation (other than
                           a merger with a wholly-owned subsidiary of the
                           Company) or any dissolution or liquidation of the
                           Company or any sale or the disposition of 50% or more
                           of the assets or business of the Company; or

                  (d)      the shareholders of the Company approve any
                           reorganization, merger, consolidation or share
                           exchange or similar form of corporate transaction
                           involving the Company unless (1) the persons who were
                           the beneficial owners of the outstanding securities
                           eligible to vote for the election of the members of
                           the Board immediately before the consummation of such
                           transaction hold more than 60% of the voting power of
                           the securities eligible to vote for the members of
                           the Board of the successor or survivor corporation in
                           such transaction immediately following the
                           consummation of such transaction and (2) the number
                           of the securities of such successor or survivor
                           corporation representing the voting power described
                           in 2.4(d)(1) held by the persons described in Section
                           2.4(d)(1) immediately following the consummation of
                           such transaction is beneficially owned by each such
                           person in substantially the same proportion that each
                           such person had beneficially owned the outstanding
                           securities eligible to vote

                                      -3-


                           for the election of the members of the Board
                           immediately before the consummation of such
                           transaction, provided (3) the percentage described in
                           Section 2.4(d)(1) of the securities of the successor
                           or survivor corporation and the number described in
                           Section 2.4 (d)(2) of the securities of the successor
                           or survivor corporation shall be determined
                           exclusively by reference to the securities of the
                           successor or survivor corporation which result from
                           the beneficial ownership of shares of common stock of
                           the Company by the persons described in Section
                           2.4(d)(1) immediately before the consummation of such
                           transaction (any transaction that satisfies all of
                           the criteria specified in (1), (2) and (3) above
                           shall be deemed to be a "Non-Qualifying
                           Transaction").

         2.5      Code -- means the Internal Revenue Code of 1986, as amended.

         2.6      Committee -- means a committee of the Board which shall have
at least 2 members, each of whom shall be appointed by and shall serve at the
pleasure of the Board and shall come within the definition of a "non-employee
director" under Rule 16b-3 and an "outside director" under Section 162(m) of the
Code.

         2.7      Company -- means Great Wolf Resorts, Inc. and any successor to
Great Wolf Resorts, Inc.

         2.8      Director -- means any member of the Board who is not an
employee of the Company or a Parent or Subsidiary or affiliate (as such term is
defined in Rule 405 of the 1933 Act) of the Company.

         2.9      Eligible Employee -- means an employee of the Company or any
Subsidiary or Parent or Affiliate to whom the Committee decides for reasons
sufficient to the Committee to

                                      -4-


make a grant under this Plan. For purposes of an ISO granted under this Plan, a
person shall be treated as an employee of the Company, a Subsidiary or a Parent
to the extent such person is employed by a disregarded entity under Section 7701
of the Code that is treated as part of the Company, a Subsidiary or a Parent,
for purposes of Section 422 of the Code.

         2.10     Fair Market Value -- means either (a) the closing price on any
date for a share of Stock as reported by The Wall Street Journal or, if The Wall
Street Journal no longer reports such closing price, such closing price as
reported by a newspaper or trade journal selected by the Committee or, if no
such closing price is available on such date, (b) such closing price as so
reported in accordance with Section 2.10(a) for the immediately preceding
business day, or, if no newspaper or trade journal reports such closing price or
if no such price quotation is available, (c) the price which the Committee
acting in good faith determines through any reasonable valuation method that a
share of Stock might change hands between a willing buyer and a willing seller,
neither being under any compulsion to buy or to sell and both having reasonable
knowledge of the relevant facts.

         2.11     ISO -- means an option granted under this Plan to purchase
Stock which is intended to satisfy the requirements of Section 422 of the Code.

         2.12     1933 Act -- means the Securities Act of 1933, as amended.

         2.13     1934 Act -- means the Securities Exchange Act of 1934, as
amended.

         2.14     Non-ISO -- means an option granted under this Plan to purchase
Stock which is intended to fail to satisfy the requirements of Section 422 of
the Code.

         2.15     Option -- means an ISO or a Non-ISO which is granted
under Section 7.

         2.16    Option Certificate -- means the certificate (whether in
electronic or written form) which sets forth the terms and conditions of an
Option granted under this Plan.

                                      -5-


         2.17     Option Price -- means the price which shall be paid to
purchase one share of Stock upon the exercise of an Option granted under this
Plan.

         2.18     Parent -- means any corporation which is a parent corporation
(within the meaning of Section 424(e) of the Code) of the Company.

         2.19     Plan -- means this Great Wolf Resorts, Inc. 2004 Incentive
Stock Plan as effective as of the date approved by the shareholders of the
Company and as amended from time to time thereafter.

         2.20     Rule 16b-3 -- means the exemption under Rule 16b-3 to Section
16(b) of the 1934 Act or any successor to such rule.

         2.21     SAR Value -- means the value assigned by the Committee to a
share of Stock in connection with the grant of a Stock Appreciation Right under
Section 8.

         2.22     Stock -- means the common stock, par value $0.01 per share, of
the Company.

         2.23     Stock Appreciation Right -- means a right which is granted
under  Section 8 to receive the appreciation in a share of Stock.

         2.24     Stock Appreciation Right Certificate -- means the certificate
(whether in electronic or written form) which sets forth the terms and
conditions of a Stock Appreciation Right which is not granted as part of an
Option.

         2.25     Stock Grant -- means a grant under Section 9 which is designed
to result in the issuance of the number of shares of Stock described in such
grant rather than a payment in cash based on the Fair Market Value of such
shares of Stock.

         2.26     Stock Grant Certificate -- means the certificate (whether in
electronic or written form) which sets forth the terms and conditions of a Stock
Grant or a Stock Unit Grant.

                                      -6-


         2.27     Stock Unit Grant -- means a grant under Section 9 which is
designed to result in the payment of cash based on the Fair Market Value of the
number of shares of Stock described in such grant rather than the issuance of
the number of shares of Stock described in such grant.

         2.28     Subsidiary -- means a corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of the Company.

         2.29     Ten Percent Shareholder -- means a person who owns (after
taking into account the attribution rules of Section 424(d) of the Code) more
than ten percent of the total combined voting power of all classes of stock of
either the Company, a Subsidiary or Parent.

                                    Section 3

                             SHARES AND GRANT LIMITS


         3.1      Shares Reserved. There shall (subject to Section 13) be
reserved for issuance under this Plan 3,380,520 shares of Stock.


         3.2      Source of Shares. The shares of Stock described in Section 3.1
shall be reserved to the extent that the Company deems appropriate from
authorized but unissued shares of Stock and from shares of Stock which have been
reacquired by the Company. All shares of Stock described in Section 3.1 shall
remain available for issuance under this Plan until issued pursuant to the
exercise of an Option or a Stock Appreciation Right or issued pursuant to a
Stock Grant, and any such shares of stock which are issued pursuant to an
Option, a Stock Appreciation Right or a Stock Grant which are forfeited
thereafter shall again become available for issuance under this Plan. Finally,
if the Option Price under an Option is paid in whole or in part in shares of
Stock or if shares of Stock are tendered to the Company to satisfy any purchase
price required to be paid in connection with a Stock Grant, such shares
thereafter shall become available for issuance

                                      -7-


under this Plan and shall be treated the same as any other shares available for
issuance under this Plan.

         3.3      Use of Proceeds. The proceeds which the Company receives from
the sale of any shares of Stock under this Plan shall be used for general
corporate purposes and shall be added to the general funds of the Company.

         3.4      Grant Limits. No Eligible Employee or Director in any calendar
year shall be granted an Option to purchase (subject to Section 13) more than
350,000 shares of Stock or a Stock Appreciation Right based on the appreciation
with respect to (subject to Section 13) more than 350,000 shares of Stock, and
no Stock Grant or Stock Unit Grant shall be made to any Eligible Employee or
Director in any calendar year where the Fair Market Value of the Stock subject
to such grant on the date of the grant exceeds $5,000,000. If an Option is
cancelled or the base amount on which a Stock Appreciation Right is calculated
is reduced to reflect a reduction in the Fair Market Value of the Stock, such
cancelled Option or recalculated Stock Appreciation Right shall continue to be
counted toward the grant limits in this Section 3.4 for the affected Eligible
Employee or Director to the extent required for compliance with Section 162(m)
of the Code. No more than 750,000 non-forfeitable shares of Stock shall (subject
to Section 13) be issued pursuant to Stock Grants under Section 9.

                                      -8-


                                    Section 4

                                 EFFECTIVE DATE

         The effective date of this Plan shall be the date the shareholders of
the Company (acting at a duly called meeting of such shareholders) approve the
adoption of this Plan.

                                   Section 5

                                   COMMITTEE

         This Plan shall be administered by the Committee. The Committee acting
in its absolute discretion shall exercise such powers and take such action as
expressly called for under this Plan and, further, the Committee shall have the
power to interpret this Plan and (subject to Section 14 and Section 15 and Rule
16b-3) to take such other action in the administration and operation of this
Plan as the Committee deems equitable under the circumstances, which action
shall be binding on the Company, on each affected Eligible Employee or Director
and on each other person directly or indirectly affected by such action.
Furthermore, the Committee as a condition to making any grant under this Plan to
any Eligible Employee or Director shall have the right to require him or her to
execute an agreement which makes the Eligible Employee or Director subject to
non-competition provisions and other restrictive covenants which run in favor of
the Company, a Subsidiary, Affiliate and other related entities.

                                    Section 6

                        ELIGIBILITY AND ANNUAL GRANT CAPS

         Only Eligible Employees who are employed by the Company, a Subsidiary
or a Parent shall be eligible for the grant of ISOs under this Plan. All
Eligible Employees and Directors shall be eligible for the grant of Non-ISOs and
Stock Appreciation Rights and for Stock Grants and Stock Unit Grants under this
Plan.

                                      -9-


                                    Section 7

                                     OPTIONS

         7.1      Committee Action. The Committee acting in its absolute
discretion shall have the right to grant Options to Eligible Employees and to
Directors under this Plan from time to time to purchase shares of Stock, but the
Committee shall not, absent the approval of the Company's shareholders, take any
action, whether through amendment, cancellation, replacement grants, or any
other means, to reduce the Option Price of any outstanding Options. Each grant
of an Option to a Eligible Employee or Director shall be evidenced by an Option
Certificate, and each Option Certificate shall set forth whether the Option is
an ISO or a Non-ISO and shall set forth such other terms and conditions of such
grant as the Committee acting in its absolute discretion deems consistent with
the terms of this Plan; however, (a) if the Committee grants an ISO and a
Non-ISO to a Eligible Employee on the same date, the right of the Eligible
Employee to exercise the ISO shall not be conditioned on his or her failure to
exercise the Non-ISO and (b) if the only condition to exercise of the Option is
the completion of a period of service, such period of service shall be no less
than the one (1) year period which starts on the date as of which the Option is
granted.

         7.2      $100,000 Limit. No Option shall be treated as an ISO to the
extent that the aggregate Fair Market Value of the Stock subject to the Option
which would first become exercisable in any calendar year exceeds $100,000. Any
such excess shall instead automatically be treated as a Non-ISO. The Committee
shall interpret and administer the ISO limitation set forth in this Section 7.2
in accordance with Section 422(d) of the Code, and the Committee shall treat
this Section 7.2 as in effect only for those periods for which Section 422(d) of
the Code is in effect.

                                      -10-


         7.3      Option Price. The Option Price for each share of Stock subject
to an Option shall be no less than the Fair Market Value of a share of Stock on
the date the Option is granted; provided, however, if the Option is an ISO
granted to an Eligible Employee who is a Ten Percent Shareholder, the Option
Price for each share of Stock subject to such ISO shall be no less than 110% of
the Fair Market Value of a share of Stock on the date such ISO is granted.

         7.4      Payment. The Option Price shall be payable in full upon the
exercise of any Option and, at the discretion of the Committee, an Option
Certificate can provide for the payment of the Option Price either in cash, by
check or in Stock which has been held for at least 6 months and which is
acceptable to the Committee, or through any cashless exercise procedure which is
effected by an unrelated broker through a sale of Stock in the open market and
which is acceptable to the Committee, or in any combination of such forms of
payment. Any payment made in Stock shall be treated as equal to the Fair Market
Value of such Stock on the date the certificate for such Stock (or proper
evidence of such certificate) is presented to the Committee or its delegate in
such form as acceptable to the Committee.

         7.5      Exercise.

                           (a)      Exercise Period. Each Option granted under
                                    this Plan shall be exercisable in whole or
                                    in part at such time or times as set forth
                                    in the related Option Certificate, but no
                                    Option Certificate shall make an Option
                                    exercisable on or after the earlier of

                                            (1)      the date which is the fifth
                                                     anniversary of the date the
                                                     Option is granted, if the
                                                     Option is an ISO and the
                                                     Eligible Employee is a Ten
                                                     Percent Shareholder on the
                                                     date the Option is granted,
                                                     or

                                      -11-


                                            (2)      the date which is the tenth
                                                     anniversary of the date the
                                                     Option is granted, if the
                                                     Option is (a) a Non-ISO or
                                                     (b) an ISO which is granted
                                                     to an Eligible Employee who
                                                     is not a Ten Percent
                                                     Shareholder on the date the
                                                     Option is granted.

                           (b)      Termination of Status as Eligible Employee
                                    or Director. Subject to Section 7.5(a), an
                                    Option Certificate may provide for the
                                    exercise of an Option after an Eligible
                                    Employee's or a Director's status as such
                                    has terminated for any reason whatsoever,
                                    including death or disability.

                                    Section 8

                            STOCK APPRECIATION RIGHTS

         8.1      Committee Action. The Committee acting in its absolute
discretion shall have the right to grant Stock Appreciation Rights to Eligible
Employees and to Directors under this Plan from time to time, and each Stock
Appreciation Right grant shall be evidenced by a Stock Appreciation Right
Certificate or, if such Stock Appreciation Right is granted as part of an
Option, shall be evidenced by the Option Certificate for the related Option.

         8.2      Terms and Conditions.

                  (a)      Stock Appreciation Right Certificate. If a Stock
                           Appreciation Right is granted independent of an
                           Option, such Stock Appreciation Right shall be
                           evidenced by a Stock Appreciation Right Certificate,
                           and such certificate shall set forth the number of
                           shares of Stock on which the Eligible Employee's or
                           Director's right to appreciation shall be based and
                           the SAR

                                      -12-


                           Value of each share of Stock. Such SAR Value shall be
                           no less than the Fair Market Value of a share of
                           Stock on the date that the Stock Appreciation Right
                           is granted. The Stock Appreciation Right Certificate
                           shall set forth such other terms and conditions for
                           the exercise of the Stock Appreciation Right as the
                           Committee deems appropriate under the circumstances,
                           but no Stock Appreciation Right Certificate shall
                           make a Stock Appreciation Right exercisable on or
                           after the date which is the tenth anniversary of the
                           date such Stock Appreciation Right is granted.

                  (b)      Option Certificate. If a Stock Appreciation Right is
                           granted together with an Option, such Stock
                           Appreciation Right shall be evidenced by an Option
                           Certificate, the number of shares of Stock on which
                           the Eligible Employee's or Director's right to
                           appreciation shall be based shall be the same as the
                           number of shares of Stock subject to the related
                           Option, and the SAR Value for each such share of
                           Stock shall be no less than the Option Price under
                           the related Option. Each such Option Certificate
                           shall provide that the exercise of the Stock
                           Appreciation Right with respect to any share of Stock
                           shall cancel the Eligible Employee's or Director's
                           right to exercise his or her Option with respect to
                           such share and, conversely, that the exercise of the
                           Option with respect to any share of Stock shall
                           cancel the Eligible Employee's or Director's right to
                           exercise his or her Stock Appreciation Right with
                           respect to such share. A Stock Appreciation Right
                           which is granted as part of an Option shall be
                           exercisable only while the related Option is
                           exercisable. The Option

                                      -13-


                           Certificate shall set forth such other terms and
                           conditions for the exercise of the Stock Appreciation
                           Right as the Committee deems appropriate under the
                           circumstances.

                  (c)      Minimum Period of Service. If the only condition to
                           exercise of a Stock Appreciation Right is the
                           completion of a period of service, such period of
                           service shall be no less than the one (1) year period
                           which starts on the date as of which the Stock
                           Appreciation Right is granted.

         8.3      Exercise. A Stock Appreciation Right shall be exercisable only
when the Fair Market Value of a share of Stock on which the right to
appreciation is based exceeds the SAR Value for such share, and the payment due
on exercise shall be based on such excess with respect to the number of shares
of Stock to which the exercise relates. An Eligible Employee or Director upon
the exercise of his or her Stock Appreciation Right shall receive a payment from
the Company in cash or in Stock issued under this Plan, or in a combination of
cash and Stock, and the number of shares of Stock issued shall be based on the
Fair Market Value of a share of Stock on the date the Stock Appreciation Right
is exercised. The Committee acting in its absolute discretion shall have the
right to determine the form and time of any payment under this Section 8.3.

                                   Section 9.

                                  STOCK GRANTS

         9.1      Committee Action. The Committee acting in its absolute
discretion shall have the right to make Stock Grants and Stock Unit Grants to
Eligible Employees and to Directors. Each Stock Grant and each Stock Unit Grant
shall be evidenced by a Stock Grant Certificate, and each Stock Grant
Certificate shall set forth the conditions, if any, under which Stock will be
issued under the Stock Grant or cash will be paid under the Stock Unit Grant and
the conditions under

                                      -14-


which the Eligible Employee's or Director's interest in any Stock which has been
issued will become non-forfeitable.

      9.2   Conditions.

            (a)   Conditions to Issuance of Stock. The Committee acting in its
                  absolute discretion may make the issuance of Stock under a
                  Stock Grant subject to the satisfaction of one, or more than
                  one, condition which the Committee deems appropriate under the
                  circumstances for Eligible Employees or Directors generally or
                  for an Eligible Employee or a Director in particular, and the
                  related Stock Grant Certificate shall set forth each such
                  condition and the deadline for satisfying each such condition.
                  Stock subject to a Stock Grant shall be issued in the name of
                  an Eligible Employee or Director only after each such
                  condition, if any, has been timely satisfied, and any Stock
                  which is so issued shall be held by the Company pending the
                  satisfaction of the forfeiture conditions, if any, under
                  Section 9.2(b) for the related Stock Grant.

            (b)   Conditions on Forfeiture of Stock or Cash Payment. The
                  Committee acting in its absolute discretion may make any cash
                  payment due under a Stock Unit Grant or Stock issued in the
                  name of an Eligible Employee or Director under a Stock Grant
                  non-forfeitable subject to the satisfaction of one, or more
                  than one, objective employment, performance or other condition
                  that the Committee acting in its absolute discretion deems
                  appropriate under the circumstances for Eligible Employees or
                  Directors generally or for an Eligible Employee or a Director
                  in particular, and the

                                      -15-


                  related Stock Grant Certificate shall set forth each such
                  condition, if any, and the deadline, if any, for satisfying
                  each such condition. An Eligible Employee's or a Director's
                  non-forfeitable interest in the shares of Stock underlying a
                  Stock Grant or the cash payable under a Stock Unit Grant shall
                  depend on the extent to which he or she timely satisfies each
                  such condition. Each share of Stock underlying a Stock Grant
                  shall not be available under Section 3 after such grant is
                  effective until such time, if any, as such share thereafter is
                  forfeited as a result of a failure to timely satisfy a
                  forfeiture condition, in which event such share of Stock shall
                  again become available under Section 3 as of the date of such
                  forfeiture. Finally, the Company shall have the right to
                  require an Eligible Employee or Director to sign an
                  irrevocable stock power in favor of the Company with respect
                  to forfeitable shares of Stock issued under this Section
                  9.2(b) in order for the Company to effect a forfeiture in
                  accordance with this Section 9.2(b).

            (c)   Minimum Period of Service. If the only condition to the
                  forfeiture of a Stock Grant or a Stock Unit Grant is the
                  completion of a period of service, such period of service
                  shall be no less than the one (1) year period which starts on
                  the date as of which the Stock Grant or Stock Unit Grant is
                  made.

      9.3   Dividends, Voting Rights and Creditor Status.

            (a)   Cash Dividends. Except as otherwise set forth in a Stock Grant
                  or Stock Unit Grant, if a dividend is paid in cash on a share
                  of Stock after (1) such Stock has been issued under a Stock
                  Grant or (2) the date of the Stock

                                      -16-


                  Unit Grant, but, in either case, before the first date that an
                  Eligible Employee's or a Director's interest in such Stock
                  Grant or Stock Unit Grant (1) is forfeited completely or (2)
                  becomes completely non-forfeitable, the Company shall pay such
                  cash dividend directly to such Eligible Employee or Director.

            (b)   Stock Dividends. If a dividend is paid on a share of Stock in
                  Stock after (1) such Stock has been issued under a Stock Grant
                  or (2) the date of the Stock Unit Grant, but, in either case,
                  before the first date that an Eligible Employee's or a
                  Director's interest in such Stock Grant or Stock Unit Grant
                  (1) is forfeited completely or (2) becomes completely
                  non-forfeitable, the Company shall hold such dividend Stock
                  subject to the same conditions under Section 9.2(b) as the
                  related Stock Grant or Stock Unit.

            (c)   Other. If a dividend (other than a dividend described in
                  Section 9.3(a) or Section 9.3(b)) is paid with respect to a
                  share of Stock after (1) such Stock has been issued under a
                  Stock Grant or (2) the date of the Stock Unit Grant, but, in
                  either case, before the first date that an Eligible Employee's
                  or a Director's interest in such Stock Grant or Stock Unit
                  Grant (1) is forfeited completely or (2) becomes completely
                  non-forfeitable, the Company shall distribute or hold such
                  dividend in accordance with such rules as the Committee shall
                  adopt with respect to each such dividend.

            (d)   Voting. Except as otherwise set forth in a Stock Grant, an
                  Eligible Employee or a Director shall have the right to vote
                  the Stock issued under his or her Stock Grant during the
                  period which comes after such Stock has

                                      -17-


                  been issued under a Stock Grant but before the first date that
                  an Eligible Employee's or Director's interest in such Stock
                  (1) is forfeited completely or (2) becomes completely
                  non-forfeitable.

            (e)   General Creditor Status. An Eligible Employee and a Director
                  to whom a Stock Unit Grant is made shall be no more than a
                  general and unsecured creditor of the Company with respect to
                  any cash payable under such Stock Unit Grant.

      9.4   Satisfaction of Forfeiture Conditions. A share of Stock shall cease
            to be subject to a Stock Grant at such time as an Eligible
            Employee's or a Director's interest in such Stock becomes
            non-forfeitable under this Plan, and the certificate or other
            evidence of ownership representing such share shall be transferred
            to the Eligible Employee or Director as soon as practicable
            thereafter.

      9.5   Income Tax Deduction.

            (a)   General. The Committee shall (where the Committee under the
                  circumstances deems in the Company's best interest) make Stock
                  Grants and Stock Unit Grants to Eligible Employees either (1)
                  subject to at least one condition related to one, or more than
                  one, performance goal based on the performance goals described
                  in Section 9.5(b) which seems likely to result in the Stock
                  Grant or Stock Unit Grant qualifying as "performance-based
                  compensation" under Section 162(m) of the Code or (2) under
                  such other circumstances as the Committee deems likely to
                  result in an income tax deduction for the Company with respect
                  such Stock Grant or Stock Unit Grant. A performance goal may
                  be set in any manner determined by the

                                      -18-


                  Committee, including looking to achievement on an absolute or
                  relative basis in relation to peer groups or indexes.

            (b)   Performance Goals. A performance goal is described in this
                  Section 9.5(b) if such goal relates to (1) the Company's
                  return over capital costs or increases in return over capital
                  costs, (2) the Company's total earnings or the growth in such
                  earnings, (3) the Company's consolidated earnings or the
                  growth in such earnings, (4) the Company's earnings per share
                  or the growth in such earnings, (5) the Company's net earnings
                  or the growth in such earnings, (6) the Company's earnings
                  before interest expense, taxes, depreciation, amortization and
                  other non-cash items or the growth in such earnings, (7) the
                  Company's earnings before interest and taxes or the growth in
                  such earnings, (8) the Company's consolidated net income or
                  the growth in such income, (9) the value of the Company's
                  common stock or the growth in such value, (10) the Company's
                  stock price or the growth in such price, (11) the Company's
                  return on assets or the growth on such return, (12) the
                  Company's cash flow or the growth in such cash flow, (13) the
                  Company's total shareholder return or the growth in such
                  return, (14) the Company's expenses or the reduction of such
                  expenses, (15) the Company's sales growth, (16) the Company's
                  overhead ratios or changes in such ratios, (17) the Company's
                  expense-to-sales ratios or the changes in such ratios, or (18)
                  the Company's economic value added or changes in such value
                  added. The Committee shall determine in writing whether a
                  performance goal has been satisfied for a given period.

                                      -19-


            (c)   Adjustments. When the Committee determines whether a
                  performance goal has been satisfied for any period, the
                  Committee may exclude any or all "extraordinary items" as
                  determined under U.S. generally accepted accounting principles
                  and any other unusual or non-recurring items, including,
                  without limitation, the charges or costs associated with
                  restructurings of the Company, discontinued operations, and
                  the cumulative effects of accounting changes. The Committee
                  may also adjust any performance goal for a period as it deems
                  equitable in recognition of unusual or non-recurring events
                  affecting the Company, changes in applicable tax laws or
                  accounting principles, or such other factors as the Committee
                  may determine (including, without limitation, any adjustments
                  that would result in the Company's paying non-deductible
                  compensation to an Eligible Employee).

                                   Section 10

                               NON-TRANSFERABILITY

      No Option, Stock Grant, Stock Unit Grant or Stock Appreciation Right shall
(absent the Committee's consent) be transferable by an Eligible Employee or a
Director other than by will or by the laws of descent and distribution, and any
Option or Stock Appreciation Right shall (absent the Committee's consent) be
exercisable during a Eligible Employee's or Director's lifetime only by the
Eligible Employee or Director. The person or persons to whom an Option or Stock
Grant or Stock Unit Grant or Stock Appreciation Right is transferred by will or
by the laws of descent and distribution (or with the Committee's consent)
thereafter shall be treated as the Eligible Employee or Director.

                                      -20-


                                   Section 11

                             SECURITIES REGISTRATION

      As a condition to the receipt of shares of Stock under this Plan, the
Eligible Employee or Director shall, if so requested by the Company, agree to
hold such shares of Stock for investment and not with a view of resale or
distribution to the public and, if so requested by the Company, shall deliver to
the Company a written statement satisfactory to the Company to that effect.
Furthermore, if so requested by the Company, the Eligible Employee or Director
shall make a written representation to the Company that he or she will not sell
or offer for sale any of such Stock unless a registration statement shall be in
effect with respect to such Stock under the 1933 Act and any applicable state
securities law or he or she shall have furnished to the Company an opinion in
form and substance satisfactory to the Company of legal counsel satisfactory to
the Company that such registration is not required. Certificates or other
evidence of ownership representing the Stock transferred upon the exercise of an
Option or Stock Appreciation Right or upon the lapse of the forfeiture
conditions, if any, on any Stock Grant may at the discretion of the Company bear
a legend to the effect that such Stock has not been registered under the 1933
Act or any applicable state securities law and that such Stock cannot be sold or
offered for sale in the absence of an effective registration statement as to
such Stock under the 1933 Act and any applicable state securities law or an
opinion in form and substance satisfactory to the Company of legal counsel
satisfactory to the Company that such registration is not required.

                                   Section 12

                                  LIFE OF PLAN

      No Option or Stock Appreciation Right shall be granted or Stock Grant or
Stock Unit Grant made under this Plan on or after the earlier of:

                                      -21-


                  (1)   the tenth anniversary of the effective date of this Plan
                        (as determined under Section 4), in which event this
                        Plan otherwise thereafter shall continue in effect until
                        all outstanding Options and Stock Appreciation Rights
                        have been exercised in full or no longer are
                        exercisable, all Stock issued under any Stock Grants
                        under this Plan have been forfeited or have become
                        non-forfeitable and all Stock Unit Grants have been
                        forfeited or been paid; or

                  (2)   the date on which all of the Stock reserved under
                        Section 3 has (as a result of the exercise of Options or
                        Stock Appreciation Rights granted under this Plan or the
                        satisfaction of the forfeiture conditions, if any, on
                        Stock Grants) been issued or no longer is available for
                        use under this Plan, in which event this Plan and any
                        outstanding Options, Stock Appreciation Rights and Stock
                        Grants also shall terminate on such date.

                                   Section 13

                                   ADJUSTMENT

      13.1  Capital Structure. The number, kind or class (or any combination
thereof) of shares of Stock reserved under Section 3, the grant caps described
in Section 3, the number, kind or class (or any combination thereof) of shares
of Stock subject to Options or Stock Appreciation Rights granted under this Plan
and the Option Price of such Options and the SAR Value of such Stock
Appreciation Rights as well as the number, kind or class (or any combination
thereof) of shares of Stock subject to Stock Grants or Stock Unit Grants made
under this Plan shall be adjusted by the Committee in an equitable manner to
reflect any equity restructuring or change in the

                                      -22-


capitalization of the Company, including, but not limited to, spin offs, stock
dividends, large non-reoccurring dividends, rights offerings or stock splits.

      13.2  Transactions Described in Section 424. The Committee as part of any
corporate transaction described in Section 424(a) of the Code shall have the
right to adjust (in any manner which the Committee in its discretion deems
consistent with Section 424(a) of the Code) the number, kind or class (or any
combination thereof) of shares of Stock reserved under Section 3 and the annual
grant caps described in Section 3. Furthermore, the Committee as part of any
corporate transaction described in Section 424(a) of the Code shall have the
right to adjust (in any manner which the Committee in its discretion deems
consistent with Section 424(a) of the Code) the number, kind or class (or any
combination thereof) of shares of Stock subject to any outstanding Stock Grants
or Stock Unit Grants under this Plan and any related grant conditions and
forfeiture conditions, and the number, kind or class (or any combination
thereof) of shares subject to Option and Stock Appreciation Right grants
previously made under this Plan and the related Option Price and SAR Value for
each such Option and Stock Appreciation Right, and, further, shall have the
right (in any manner which the Committee in its discretion deems consistent with
Section 424(a) of the Code and without regard to the annual grant caps described
in Section 3 of this Plan) to make any Stock Grants and Option and Stock
Appreciation Right grants to effect the assumption of, or the substitution for,
stock grants, stock unit grants and option and stock appreciation right grants
previously made by any other corporation to the extent that such corporate
transaction calls for such substitution or assumption of such stock grants,
stock unit grants and stock option and stock appreciation right grants.

      13.3  Fractional Shares. If any adjustment under this Section 13 would
create a fractional share of Stock or a right to acquire a fractional share of
Stock under any Option, Stock

                                      -23-


Appreciation Right or Stock Grant, such fractional share shall be disregarded
and the number of shares of Stock reserved under this Plan and the number
subject to any Options or Stock Appreciation Right grants and Stock Grants shall
be the next lower number of shares of Stock, rounding all fractions downward. An
adjustment made under this Section 13 by the Committee shall be conclusive and
binding on all affected persons.

                                   Section 14

                                CHANGE IN CONTROL

      If there is a Change in Control of the Company, then as of the Change
Effective Date for such Change in Control any and all conditions to the exercise
of all outstanding Options and Stock Appreciation Rights on such date and any
and all outstanding issuance and forfeiture conditions on any Stock Grants and
Stock Unit Grants on such date automatically shall be deemed 100% satisfied as
of such Change Effective Date, and the Board shall have the right (to the extent
expressly required as part of such transaction) to cancel such Options, Stock
Appreciation Rights, Stock Grants and Stock Unit Grants after providing each
Eligible Employee and Director a reasonable period to exercise his or her
Options and Stock Appreciation Rights and to take such other action as necessary
or appropriate to receive the Stock subject to any Stock Grants and the cash
payable under any Stock Unit Grants; provided, if any issuance or forfeiture
condition described in this Section 14 relates to satisfying any performance
goal and there is a target for such goal, such issuance or forfeiture condition
shall be deemed satisfied under this Section 14 only to the extent of such
target unless such target has been exceeded before the Change Effective Date, in
which event such issuance or forfeiture condition shall be deemed satisfied to
the extent such target had been so exceeded.

                                      -24-


                                   Section 15

                            AMENDMENT OR TERMINATION

      This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, (a) no amendment
shall be made absent the approval of the shareholders of the Company to the
extent such approval is required under applicable law or the rules of the stock
exchange on which shares of Stock are listed and (b) no amendment shall be made
to Section 14 on or after the date of any Change in Control which might
adversely affect any rights which otherwise would vest on the related Change
Effective Date. The Board also may suspend granting Options or Stock
Appreciation Rights or making Stock Grants or Stock Unit Grants under this Plan
at any time and may terminate this Plan at any time; provided, however, the
Board shall not have the right unilaterally to modify, amend or cancel any
Option or Stock Appreciation Right granted or Stock Grant made before such
suspension or termination unless (1) the Eligible Employee or Director consents
in writing to such modification, amendment or cancellation or (2) there is a
dissolution or liquidation of the Company or a transaction described in Section
13.2 or Section 14.

                                   Section 16

                                 MISCELLANEOUS

      16.1  Shareholder Rights. No Eligible Employee or Director shall have any
rights as a shareholder of the Company as a result of the grant of an Option or
a Stock Appreciation Right pending the actual delivery of the Stock subject to
such Option or Stock Appreciation Right to such Eligible Employee or Director.
Subject to Section 9.3, an Eligible Employee's or a Director's rights as a
shareholder in the shares of Stock underlying a Stock Grant which is effective
shall be set forth in the related Stock Grant Certificate.

                                      -25-


      16.2  No Contract of Employment. The grant of an Option or a Stock
Appreciation Right or a Stock Grant or Stock Unit Grant to an Eligible Employee
or Director under this Plan shall not constitute a contract of employment or a
right to continue to serve on the Board and shall not confer on an Eligible
Employee or Director any rights upon his or her termination of employment or
service in addition to those rights, if any, expressly set forth in this Plan or
the related Option Certificate, Stock Appreciation Right Certificate, or Stock
Grant Certificate.

      16.3  Withholding. Each Option, Stock Appreciation Right, Stock Grant and
Stock Unit Grant shall be made subject to the condition that the Eligible
Employee or Director consents to whatever action the Committee directs to
satisfy the minimum statutory federal and state tax withholding requirements, if
any, which the Company determines are applicable to any grant made under the
Plan. No withholding shall be effected under this Plan which exceeds the minimum
statutory federal and state withholding requirements.

      16.4  Construction. All references to sections (Section) are to sections
(Section) of this Plan unless otherwise indicated. This Plan shall be construed
under the laws of the State of Delaware. Each term set forth in Section 2 shall,
unless otherwise stated, have the meaning set forth opposite such term for
purposes of this Plan and, for purposes of such definitions, the singular shall
include the plural and the plural shall include the singular. Finally, if there
is any conflict between the terms of this Plan and the terms of any Option
Certificate, Stock Appreciation Right Certificate or Stock Grant Certificate,
the terms of this Plan shall control.

      16.5  Other Conditions. Each Option Certificate, Stock Appreciation Right
Certificate or Stock Grant Certificate may require that an Eligible Employee or
a Director (as a condition to the exercise of an Option or a Stock Appreciation
Right or the issuance of Stock subject to a Stock Grant) enter into any
agreement or make such representations prepared by the Company,

                                      -26-


including (without limitation) any agreement which restricts the transfer of
Stock acquired pursuant to the exercise of an Option or a Stock Appreciation
Right or a Stock Grant or provides for the repurchase of such Stock by the
Company.

      16.6  Rule 16b-3. The Committee shall have the right to amend any Option,
Stock Grant or Stock Appreciation Right to withhold or otherwise restrict the
transfer of any Stock or cash under this Plan to an Eligible Employee or
Director as the Committee deems appropriate in order to satisfy any condition or
requirement under Rule 16b-3 to the extent Rule 16 of the 1934 Act might be
applicable to such grant or transfer.

      IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Plan to evidence its adoption of this Plan.

                                         GREAT WOLF RESORTS, INC.

                                         By:   _________________________________

                                         Date: _________________________________

                                      -27-

EX-23.2

                                                                    EXHIBIT 23.2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the use in this Amendment No. 3 to Registration Statement No.
333-118148 on Form S-1 of Great Wolf Resorts, Inc. of our report on the combined
financial statements of Great Lakes Predecessor dated November 24, 2004 (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to (1) the adoption of SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity," and (2) the
adoption of SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," and an explanatory paragraph relating to the restatement described
in Note 11), and of our report on the balance sheet of Great Wolf Resorts, Inc.
dated July 25, 2004, appearing in the Prospectus, which is part of such
Registration Statement and to the reference to us under the headings "Summary
Financial and Other Data," "Selected Financial and Other Data" and "Experts" in
such Prospectus.


/s/ Deloitte & Touche LLP


Milwaukee, Wisconsin
November 24, 2004

EX-23.3

                                                                    EXHIBIT 23.3



                             [RBG & CO. LETTERHEAD]


                             INDEPENDENT REGISTERED
                        PUBLIC ACCOUNTING FIRM'S CONSENT



We hereby consent to the use in Amendment No. 3 to the Registration Statement
(Form S-1 No. 333-118148 as filed on August 12, 2004) of our report dated
January 30, 2004, except for Note 4, dated May 10, 2004, relating to the
combined financial statements of Great Bear Lodge of Wisconsin Dells, LLC and
Great Bear Lodge of Sandusky, LLC, which appear in such Registration Statement.


We also consent to the reference to us under the headings "Experts," "Selected
Financial And Other Data" and "Summary Financial and Other Data" in such
Registration Statement.


/s/ Rubin, Brown, Gornstein & Co. LLP


Rubin, Brown, Gornstein & Co. LLP
Saint Louis, Missouri
November 24, 2004

CORRESP

                                                    191 Peachtree Street
                                                    Atlanta, Georgia 30303-1763
                                                    www.kslaw.com

                                                    Alan J. Prince
                                                    Direct Dial: 404/572-3595
                                                    Direct Fax: 404/572-5147
                                                    aprince@kslaw.com



November 24, 2004

VIA OVERNIGHT DELIVERY AND EDGAR

Ms. Karen J. Garnett
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      Great Wolf Resorts, Inc. - Amendment No. 2 to Registration
                  Statement on Form S-1 filed October 21, 2004 (File No.
                  333-118148) (the "Registration Statement")

Dear Ms. Garnett:

         This letter sets forth the responses of Great Wolf Resorts, Inc. (the
"Company") to the comments of the staff of the Securities and Exchange
Commission (the "Staff") with regard to the above-referenced Registration
Statement. The Staff's comments were provided to the Company in a letter dated
November 10, 2004. The Company has filed Amendment No. 3 to the Registration
Statement ("Amendment No. 3"), three marked copies of which are included with
this letter.

General

1.       Comment: We note your response to prior comments 2 and 3. Please be
         advised that we will need to reconsider the integration analysis if
         the attorneys-in-fact renegotiate any terms of the formation
         transactions. Please confirm that you will inform us of any additional
         negotiations.

         Response: The Company acknowledges the Staff's Comment. The Company
         confirms that it will inform the Staff of any additional negotiations
         by the attorneys-in-fact.

2.       Comment: In connection with prior comment 4 from our last letter, you
         state that the Subscription Agreement attached as Exhibit A provides a
         fixed basis for determining the actual number of shares subject to a
         reduction based on rent. Unlike the draft subscription agreement faxed
         to the staff on October 18, 2004 specifying an exchange of TIC
         interests for 9,440 common shares, the new Subscription Agreement
         refers only to the number of shares equal to the difference between
         the product of seven and the Shares



Ms. Karen J. Garnett
Securities and Exchange Commission
Division of Corporation Finance
November 24, 2004
Page 2


         Per Class B Unit and a rent adjustment. Similar to the draft
         subscription agreement, paragraph two refers to consideration
         specified herein and in the Land Lease. Supplementally, please
         describe what you mean by the consideration specified herein and in
         the Land Lease. For example, is this referring to the product of seven
         and the rent adjustment? Also, please tell us why the put option
         formula is different in the two agreements. We note that the
         multiplier is seven in the Ragatz Trust agreement and 7.5 in the
         Neviaser agreement.

         Response: The Company supplementally advises the Staff that, as noted
         in our October 21, 2004 response letter to the Staff, the form of
         Notice of Exercise and Subscription Agreement supplementally provided
         to the Staff on October 18, 2004 was not the final version of that
         document, and was sent inadvertently to the Staff. The executed Notice
         of Exercise and Subscription Agreements (collectively, the
         "Subscription Agreements") relating to the Williamsburg and Poconos
         properties, sent as attachments to our October 21, 2004 response
         letter to the Staff, are the definitive documents governing the
         issuance of shares of the Company's common stock, $0.01 par value (the
         "Common Stock"), to the holders of tenant-in-common interests therein
         (the "Holders") upon the closing of the formation transactions.

                  The Subscription Agreements, which were each executed prior
         to the initial filing of the Registration Statement on August 12,
         2004, provide for a fixed basis of determining the consideration
         issuable to each Holder. This fixed formula is set forth in the first
         recital to each Subscription Agreement. The Company confirms that the
         "consideration specified herein and the Land Lease" means the
         consideration determined pursuant to such fixed formula.

                  The term "Rent Adjustment," which is a component of this
         formula, is defined in separate First Amendments to Land Leases
         relating to the Williamsburg and Poconos properties (collectively, the
         "Lease Amendments"). For the Staff's convenience, we have attached to
         this response letter as Exhibit A a copy of each of these executed
         Lease Amendments. Both Lease Amendments were executed prior to August
         12, 2004.

                  "Rent Adjustment" is defined in Section 2 of the Williamsburg
         Lease Amendment as the product of 313 and the number of whole or
         partial calendar months that elapse between May 1, 2004 and the Rent
         Cut-off Date, expressed as shares of Common Stock. "Rent Adjustment"
         is defined in Section 2 of the Poconos Lease Amendment as the product
         of 292 and the number of whole or partial calendar months that elapse
         between May 1, 2004 and the Rent Cut-off Date, expressed as shares of
         Common Stock. The "Rent Cut-off Date" is defined in each Lease
         Amendment as the exercise date of the Put Option. Pursuant to Section
         1 of each Subscription Agreement, the exercise date of the Put Option
         is immediately before the consummation of the initial public offering
         (the "Offering"). Further, as reflected in each Lease Amendment,
         "Shares Per Class B Unit"



Ms. Karen J. Garnett
Securities and Exchange Commission
Division of Corporation Finance
November 24, 2004
Page 3


         means 9,293.79 shares of Common Stock with respect to the Williamsburg
         Lease Amendment and 9,440 shares of Common Stock with respect to the
         Poconos Lease Amendment.

                  We believe that a hypothetical would be helpful to the
         Staff's understanding of the operation of these fixed formulas and the
         issuance of shares of Common Stock pursuant thereto. Using the
         Williamsburg Lease Amendment as an example, if the Offering closed on
         December 15, 2004, the following illustrates the number of shares of
         Common Stock issuable to the Williamsburg Holder upon the closing of
         the formation transactions.

                  Pursuant to the fixed formula, the number of shares equals
                  the difference between (a) the product of 7.5 and the Shares
                  Per Class B Unit and (b) the Rent Adjustment:

                  = (7.5 X 9,293.79) - (313 X 8)

                  = 67,199.43 shares of Common Stock.

         The formulas for determining the consideration issuable to each Holder
         were fixed when the Subscription Agreements were executed. Only the
         number of months elapsing between May 1, 2004 and the consummation of
         the Offering is an unknown variable at this time, and this component
         of each formula is not within the control of the Holders.

                  Finally, the formulas for determining the consideration
         issuable to each Holder are different to reflect (i) the different
         aggregate values allocated to the respective properties and (ii) the
         relative tenant-in-common interest in each property LLC currently
         owned by such Holder. Each formula was fixed when the Subscription
         Agreements were executed, and at such time, the formulas were not, and
         currently are not, subject to adjustment or re-negotiation in any
         manner.

3.       Comment: We note and appreciate your responses to comments 6 and 7.
         Please revise your risk factor disclosure to include a risk factor
         describing your potential violation of Section 5 regarding the offer
         and sale of condominiums by Blue Harbor Resort Condominium LLC.
         Currently, your risk factor on page 23 makes no specific reference as
         you state in your response that the Blue Harbor Resort Condo LLC
         offers and sales may be considered unregistered and non-exempt offers
         and sales of securities.

         Response: In response to the Staff's comment, the Company has revised
         the disclosure in the risk factor entitled "Regulation of the
         marketing and sale of condominiums could adversely affect our
         business" to specifically reference Blue Harbor Resort Condo LLC.



Ms. Karen J. Garnett
Securities and Exchange Commission
Division of Corporation Finance
November 24, 2004
Page 4


Cover Page

4.       Comment: Revise to delete the term "Sole Book-Runner" from your cover
         page. This term is not required by Item 501 of Regulation S-K and is
         not key to an investment decision. We will not object if you include
         the term on the back cover of your prospectus and in the Plan of
         Distribution section. Please confirm supplementally that you will not
         include the term "Sole Book-Runner" or any similar term in the
         prospectus that you circulate to investors.

         Response: The Company has deleted the term "sole book-runner" from the
         cover page of the prospectus and has included this term only in the
         "Underwriting" section and on the back cover page of the prospectus.
         The Company confirms that it will not include the term "sole-book
         runner," other than in the Underwriting section and on the back cover
         page, in the prospectus circulated to investors.

Summary

5.       Comment: We note your response and reissue prior comment 8. Please
         further revise the summary to balance your discussion of Competitive
         Strengths and Business and Growth Strategies with a summary of your
         competitive weaknesses or the most material risks associated with your
         company.

         Response: The Company has revised the summary section and added a
         "Summary Risk Factors" section in response to the Staff's comment.

Certain Relationships and Related Transactions, pages 94-95

6.       Comment: We note your disclosure of related party transactions in
         Notes 5 and 6 to your financial statements not currently disclosed
         here. Please revise to disclose these related transactions or
         alternatively, please tell us why you do not believe you are required
         to do so. Refer to Item 404 of Regulation S-K.

         Response: The Company confirms its belief that the items listed in
         Notes 5 and 6 of the financial statements that are not already
         discussed under "Certain Relationships and Related Transactions" in
         the Registration Statement are not required to be disclosed pursuant
         to Item 404 of Regulation S-K. Certain of these transactions were
         required to be disclosed in the Great Lakes Predecessor and
         Dells/Sandusky financial statements historically because they were
         separate, unconsolidated entities. After the formation transactions
         are consummated, these transactions will be intracompany transactions
         and thus are not required to be disclosed.

                  The remaining transactions are not required to be disclosed
         for the following reasons:



Ms. Karen J. Garnett
Securities and Exchange Commission
Division of Corporation Finance
November 24, 2004
Page 5


                  -        Payments received from an entity that leases space
                           and operates a spa in the Company's Wisconsin Dells
                           resort in which one of The Great Lakes Companies,
                           Inc.'s ("Great Lakes") stockholders and executive
                           officers has a 25% interest totaled approximately
                           $35,000 in 2003. Such amount is below the $60,000
                           threshold of Item 404.

                  -        In connection with the provision of mortgage
                           brokerage services by a non-executive employee
                           relating to the mortgage financing of certain
                           projects owned by Great Lakes', Great Lakes has paid
                           fees to an entity partially owned by the Company and
                           partially owned by the non-executive employee. As a
                           non-executive employee, this individual does not
                           fall within the category of individuals identified
                           in Item 404 that would require disclosure of the
                           transaction.

                  -        None of Great Lakes, its executive officers or
                           directors has any interest in Tall Pines Development
                           Corporation ("Tall Pines"). As such, payments made
                           to Great Lakes' pursuant to Geographic Development
                           Agreements with Tall Pines discussed in Note 6 to
                           the Dells/Sandusky Combined Financial Statements
                           were made to an unrelated third party.

Underwriting, page 105

7.       Comment: In response to prior comment 16, we note the fifth bullet
         point of your response refers to "customary market outs."
         Supplementally, please provide a draft copy of the underwriting
         agreement for us to review. We may have further comments on this
         condition.

         Response: The Company has filed the form of underwriting agreement as
         exhibit 1.1 to Amendment No. 3.

8.       Comment: We note your supplemental response dated October 21, 2004
         updating your response to prior comment 75 from our letter dated
         September 15, 2004. Supplementally, please confirm that those
         underwriters utilizing the i-Deal service have cleared these online
         offering procedures with the staff. If not, please provide a more
         detailed description of these online offering procedures, including
         screen shots and drafts of any communications those underwriters
         propose to use in the electronic distribution.

         Response: The following response is provided on behalf of the
         underwriters by their counsel, Hunton & Williams, LLP.

                  The underwriters have advised the Company that the online
         offering procedures used in connection with the i-Deal Prospectus
         Delivery System (the "PDS") have not been cleared by the Staff. In
         addition, the Company has been advised that the PDS was



Ms. Karen J. Garnett
Securities and Exchange Commission
Division of Corporation Finance
November 24, 2004
Page 6


         designed to comply with all applicable federal securities laws
         including, in particular, with Securities Act Release 33-7233 (October
         6, 1995) (the "1995 Release") and Securities Act Release 33-7856
         (April 28, 2000) (collectively with the 1995 Release, the
         "E-Releases"). The 1995 Release states that information distributed
         through electronic means would satisfy the "delivery or transmission
         requirements of the federal securities laws if such distribution
         results in delivery to the intended recipients of substantially
         equivalent information as these recipients would have had if the
         information were delivered to them in paper. As is the case with paper
         delivery, there should be an opportunity to retain a permanent record
         of the information." The E-Releases set forth three key concepts that
         should be addressed in any electronic distribution system to ensure
         appropriate delivery through electronic media--notice, access and
         evidence of delivery.

                  The PDS investor communication is comprised of three parts to
         comply with the prospectus delivery requirements set forth in the
         E-Releases--an initial email, a document page, and the prospectus. No
         other communications will be provided to investors as part of the PDS.
         In addition, the PDS utilizes a delivery tracking system to ensure
         compliance with applicable federal securities laws.

                  The Initial Email. The PDS delivers an email notification to
         the defined investor community, in this case, Citigroup Global
         Markets' institutional client base. The email notifies investors that
         a prospectus is available and that it may be accessed electronically
         via a hyperlink located at the end of the email. In the event that an
         investor does not wish to receive a prospectus via the PDS, the
         investor is requested to notify the underwriter by replying to the PDS
         email and indicating that the investor wishes to be removed from the
         email list. This removal notification can be sent at any time, even
         after the prospectus is initially accessed. A removal notification
         sent after initially accessing the prospectus serves to revoke the
         consent to electronic delivery originally provided by the investor and
         a paper copy of the prospectus is then provided to that investor.

                  Prior to accessing the prospectus, investors must read and
         agree to certain disclaimers and provide their informed consent to
         electronic delivery of the prospectus. A new consent must be given
         with each PDS delivery; prior consents are not relied upon. Among
         other things, the disclaimers include a standard "subject to
         completion" legend provided in Item 501(b)(10) of Regulation S-K.

                  The email explicitly requires the informed consent of the
         investor recipient and indicates that any consent granted does not
         waive the investor's ability to receive a paper copy of the
         prospectus. The prospectus is not attached to the email. Investors
         must consent by hyperlinking to the prospectus. By clicking on the
         hyperlink provided in the email, investors agree to the disclaimers
         set forth in the email and consent to delivery of the prospectus and
         any amended offering documents by means of electronic delivery via



Ms. Karen J. Garnett
Securities and Exchange Commission
Division of Corporation Finance
November 24, 2004
Page 7


         posting to the website. Investors are informed that they may access and
         print the prospectus in lieu of a delivery of a physical copy of the
         prospectus materials. Investors that accept electronic delivery of the
         prospectus through PDS will be notified by email (or other available
         means) of the posting of any amendment to the prospectus for the
         offering. Any email message sent to the investor's same email address
         will be deemed to have been delivered, unless a notice that such email
         message was not delivered is received by the underwriter using PDS. The
         email also indicates the date through which the prospectus will be
         available online.

                  The email provides details regarding the type of software
         necessary (Adobe Acrobat Reader and Internet Explorer or Netscape
         Navigator) to access and view the prospectus. Investors are warned
         that there may be some external costs associated with electronic
         delivery (for example, online connection costs). In two locations, the
         email provides investors a telephone number to the PDS help desk if
         they are having any trouble downloading the prospectus or need
         technical assistance.

                  Document Page. The document page includes a direct hyperlink
         to the prospectus. The document page includes instructions to access
         the prospectus file. Again, investors are provided a telephone number
         to the PDS help desk if they are having any trouble downloading the
         prospectus or need technical assistance. Investors are informed that
         Adobe Acrobat Reader is necessary to view the prospectus and a
         hyperlink to download the software, at no cost, is provided. In
         addition, a link to an Adobe Acrobat technical trouble-shooting guide
         is provided.

                  The Prospectus. A portable document format, or PDF, version
         of the prospectus is provided that replicates the paper version.
         Bookmarks are included for quick access navigation of the prospectus.
         The prospectus can be viewed, searched and printed from this site. In
         the PDF format used, the prospectus is secure and unalterable.

                  The Tracking System. The PDS internally maintains an email
         package delivery detail system that provides real time delivery
         tracking for every email sent via PDS. The tracking system is not
         available to investors. With respect to each recipient, the PDS
         records among other things, the recipient's email address and the
         status of every email sent via the PDS. The status tracking provides
         follow-up results with time stamps as follows: Sent: successful
         delivery; Accessed: document accessed; and Email Bounced: delivery
         failed. In the event that an email is not accessed by a date certain
         or if delivery fails for any reason, the PDS notifies the underwriter
         and a paper copy of the prospectus is sent to the investor in a timely
         manner to ensure compliance with any prospectus delivery requirements.



Ms. Karen J. Garnett
Securities and Exchange Commission
Division of Corporation Finance
November 24, 2004
Page 8


                  As requested, the initial email (in screen shot and normal
         versions), the document page (screen shot) and prospectus (screen
         shot) are attached hereto as Exhibit B. In addition, a sample tracking
         system page is also included in Exhibit B.

Great Wolf Resorts, Inc.-Unaudited Pro Forma Condensed Consolidated Financial
Statements Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements, page F-5

9.       Comment: We note your response to comment 19. Your disclosure on page
         2 of the registration statement indicates you are purchasing the
         resorts for 14,035,334 shares (at $16 per share) as well as $97.6
         million in cash. Please explain to us how this reconciles to the
         $257,337 purchase price disclosed in Note F and revise your disclosure
         accordingly. Please provide the form and amount of consideration for
         each entity including the number of shares.

         Response: The Company has revised the Notes to the Unaudited Pro Forma
         Condensed Consolidated Balance Sheet in response to the Staff's
         comment. The revisions are intended to clarify that:

                  -        In conjunction with the application of purchase
                           accounting, the total purchase price was paid
                           through two forms of consideration: (1) shares of
                           Common Stock of the Company (valued at $16.00 per
                           share) and (2) cash. The Company has added
                           disclosure to describe this in the lead-in to the
                           table on page F-5. The Company has also added to the
                           table the number of shares issued, the fair value of
                           those shares and the amount of cash paid for each
                           entity acquired.

                  -        The number of shares issued reflected in the table
                           on page F-5 (9,124,424) excludes 4,909,077 shares
                           issued to GLC, the accounting acquirer. The Company
                           has added disclosure to the lead-in to the table on
                           page F-5 to clarify this point. As a result, the
                           total number of shares issued as reflected in the
                           table on page F-5 (the sum of 9,124,424 and
                           4,909,077) corresponds to the 14,033,051 shares of
                           Common Stock referenced on page 2 of the
                           Registration Statement and the purchase price on
                           page F-5, when added to the value of shares issued
                           to GLC (4,909,077 shares at $16.00 per share),
                           corresponds with the purchase price disclosure on
                           page 2 of the Registration Statement.

Notes to the Consolidated Financial Statements-Great Wolf Predecessor
Commitments and Contingencies, page F-28

10.      Comment: We note your response to comment 20. However, we reiterate
         our request that you disclose whether you have a legal right to offset
         that is "enforceable by law".



Ms. Karen J. Garnett
Securities and Exchange Commission
Division of Corporation Finance
November 24, 2004
Page 9


         Refer to paragraph 5 of FIN 39. In addition, you state that you
         "purchased" the IRB's in connection with the transaction. Please
         clarify for us whether you purchased the bonds with cash or through
         the transfer of title of the Kansas City resort and revise your
         disclosure accordingly.

         Response: The Company has revised the Registration Statement in
         response to the Staff's comment to clarify that its right to offset is
         enforceable by law. In addition, the Company directs the Staff's
         attention to the fourth sentence of the first marked paragraph on page
         F-28 of Amendment No. 2 and further clarifies that the purchase of the
         IRBs was effected with cash from proceeds of a third-party
         construction loan.

                                     * * *

         In addition, the Company supplementally provides the Staff as Exhibit
C hereto a copy of the list of participants in the directed share program, as
requested in the Staff's October 18, 2004 letter. The affiliation of each of
these individuals with the Company, if any, is noted on the list.

         If you have any questions or require any further information
concerning the Registration Statement, please call the undersigned at (404)
572-3595 or L. Neal Wheeler at (404) 572-2864.


                                Very truly yours,

                                Alan J. Prince


cc:      James A. Calder (Great Wolf Resorts, Inc.)
         J. Michael Schroeder (Great Wolf Resorts, Inc.)
         James L. Mather (Rubin, Brown, Gornstein & Co. LLP)
         Joan Phillips (Deloitte & Touche LLP)
         David C. Wright (Hunton & Williams LLP)
         Andrew A. Gerber (Hunton & Williams LLP)
         L. Neal Wheeler (King & Spalding LLP)