S-1/A

As filed with the Securities and Exchange Commission on June 20, 2006

Registration Nos.:

333-134716

333-134716-01

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GREAT WOLF RESORTS, INC. (Exact name of registrant as specified in its charter)	GW CAPITAL TRUST II (Exact name of registrant as specified in its charter)
DELAWARE (State or other jurisdiction of incorporation or organization)	DELAWARE (State or other jurisdiction of incorporation or organization)
7011 (Primary Standard Industrial Classification Code Number)
51-0510250 (I.R.S. Employer Identification Number)	To be applied for. (I.R.S. Employer Identification Number)
J. Michael Schroeder General Counsel and Corporate Secretary Great Wolf Resorts, Inc. 122 West Washington Avenue Madison, Wisconsin 53703 (608) 661-4700 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service)	J. Michael Schroeder General Counsel and Corporate Secretary Great Wolf Resorts, Inc. 122 West Washington Avenue Madison, Wisconsin 53703 (608) 661-4700 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service)

With Copies to:

Alan J. Prince
King & Spalding LLP
1180 Peachtree Street
Atlanta, Georgia 30309
(404) 572-4600 Andrew A. Gerber
Hunton & Williams LLP
Bank of America Plaza, Suite 3500
101 S. Tryon St.
Charlotte, NC 28280

(704) 378-4700

     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

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to Be	Offering Price	Aggregate	Amount of
Securities to Be Registered	Registered(1)	per Security	Offering Price(2)	Registration Fee
Trust Preferred Securities (Liquidation Amount of $25 per Trust Preferred Security) of GW Capital Trust II	2,300,000	$25.00	$57,500,000	$6,152.50(4)
Junior Subordinated Debentures of Great Wolf Resorts, Inc.(2)(3)	—	—	—	—
Trust Preferred Securities Guarantee of Great Wolf Resorts, Inc.(3)	—	—	—	—

(1)	Includes trust preferred securities that the underwriters have the option to purchase to cover over-allotments, if any.
(2)	The junior subordinated debentures will be purchased by GW Capital Trust II with the proceeds of the sale of the trust preferred securities and the common securities.
(3)	This Registration Statement is deemed to cover the junior subordinated debentures of Great Wolf Resorts, Inc., the rights of holders of the junior subordinated debentures under the indenture, the rights of holders of the trust preferred securities under the amended and restated declaration of trust and the rights of holders of the trust preferred securities under the guarantee of Great Wolf Resorts, Inc., which taken together, fully, irrevocably and unconditionally guarantee all the obligations of GW Capital Trust II with respect to the trust preferred securities. No separate consideration will be received for the guarantee. Pursuant to Rule 457, no separate fee is payable with respect to the guarantee and the junior subordinated debentures.
(4)	Previously paid.

     The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants 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 of 1933 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.

PROSPECTUS (Subject to Completion)

DATED JUNE 20, 2006

$                                    

GW Capital Trust II

      % TRUST PREFERRED SECURITIES

(Liquidation amount $25 per Trust Preferred Security)

FULLY AND UNCONDITIONALLY GUARANTEED BY

Great Wolf Resorts, Inc.

Our newly formed and wholly owned Delaware statutory trust, GW Capital Trust II, which we refer to as the trust, or GW Trust, is offering its          % trust preferred securities with a liquidation amount of $25 per trust preferred security.

Distributions on the trust preferred securities will accrue from and including the date of original issuance in the amount of $          per trust preferred security per year, which is equivalent to     % of the $25 liquidation amount per security, which is subject to increase as described in this prospectus. Distributions on the trust preferred securities will be payable quarterly in arrears, beginning September     , 2006, and thereafter on each March     , June     , September     , and December     unless the distributions are deferred as described herein.

The trust will invest the proceeds of the offering in     % Junior Subordinated Debentures due 2036, which we refer to as the junior subordinated debentures, to be issued by us, which will be the trust’s only assets. The trust will be able to make distributions on the trust preferred securities only if we make corresponding payments on the junior subordinated debentures. We may defer payments of interest on the junior subordinated debentures on one or more occasions for up to six consecutive quarters, but not beyond their maturity date. If we defer payments of interest on the junior subordinated debentures, the trust will defer distributions on the trust preferred securities.

The junior subordinated debentures mature, and the trust preferred securities must be redeemed, on June     , 2036. The trust may redeem the trust preferred securities at $25 per trust preferred security plus accrued and unpaid distributions: (1) at any time on or after June     , 2011, (2) before June     , 2011, if adverse changes in tax or investment company law occur, or (3) if the trust preferred securities cease to be listed and we cease to be required to file reports with the SEC, in each case, as described in this prospectus.

Except in certain limited circumstances, investors in the trust preferred securities will have no voting rights.

We will guarantee, fully and unconditionally, the payment by the trust of amounts due on the trust preferred securities, but only if payments are first made on the junior subordinated debentures.

The junior subordinated debentures and the guarantee will be unsecured, will rank on a par with our current and future junior subordinated indebtedness, will rank junior to all of our current and future senior and subordinated indebtedness and will be effectively subordinated to the existing and future liabilities of our subsidiaries.

We have applied to list the trust preferred securities on the Nasdaq National Market, which we refer to as the Nasdaq, under the symbol “WOLFP.”

Investing in the trust preferred securities involves risks. See “Risk Factors” beginning on page 16.

		Underwriting
	Public	Discount to be Paid
	Offering	by Great Wolf	Proceeds to
	Price	Resorts, Inc.(1)	the Trust
Per Trust Preferred Security	$	$	$
Total	$	$	$

(1)  Because the trust will use the proceeds from the sale of the trust preferred securities to purchase the junior subordinated debentures, we have agreed to pay the underwriting commission.

The trust has also granted the underwriters an option for a period of 30 days following delivery of the trust preferred securities to purchase at the public offering price up to an additional                    trust preferred securities to cover over-allotments, if any.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the trust preferred securities through The Depository Trust Company on                   , 2006.

Sole Bookrunner

MORGAN STANLEY

     , 2006

     You should rely only on the information contained or incorporated by reference 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		30
GW Capital Trust II		31
Use of Proceeds		33
Accounting Treatment		34
Ratio of Earnings to Fixed Charges		35
Capitalization		36
Business		37
Management		56
Description of Trust Preferred Securities		59
Description of Junior Subordinated Debentures		72
Description of Guarantee		83
Relationship Among the Trust Preferred Securities, the Junior Subordinated Debentures and the Guarantee		86
United States Federal Income Tax Consequences		88
Certain ERISA Plan Considerations		92
Underwriters		94
Legal Matters		97
Experts		97
Where You Can Find More Information About Us		97
Incorporation by Reference		98
Index to Financial Statements		F-1
EX-1.1 FORM OF UNDERWRITING AGREEMENT
EX-4.6 FORM OF AMENDED AND RESTATED DECLARATION OF TRUST
EX-4.7 FORM OF INDENTURE
EX-4.8 FORM OF JUNIOR SUBORDINATED DEBENTURE
EX-4.11 FORM OF TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT
EX-4.12 FORM OF TRUST COMMON SECURITIES GUARANTEE AGREEMENT
EX-4.13 FORM OF OFFICER'S CERTIFICATE
EX-5.1 OPINION OF KING & SPALDING LLP REGARDING VALIDITY
EX-5.2 OPINION OF RICHARDS, LAYTON & FINGER, P.A. REGARDING VALIDITY
EX-8.1 TAX OPINION OF KING & SPALDING LLP
EX-21.1 LIST OF SUBSIDIARIES
EX-23.2 CONSENT OF DELOITTE & TOUCHE LLP
EX-23.3 CONSENT OF RUBINBROWN LLP
EX-25.1 FORM T-1 STATEMENT OF ELIGIBILITY OF INDENTURE TRUSTEE
EX-25.2 FORM T-1 STATEMENT OF ELIGIBILITY OF PROPERTY TRUSTEE OF GW CAPITAL TRUST II
EX-25.3 FORM T-1 STATEMENT OF ELIGIBILITY OF PREFERRED GUARANTEE TRUSTEE

      We own, or have 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.

      Except as otherwise noted, the discussion in this prospectus assumes that the underwriters will not purchase any additional securities pursuant to their over-allotment option.

      The distribution of this prospectus and the offering of the trust preferred securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the trust preferred securities and the distribution of this prospectus outside the United States.

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SUMMARY

      This summary highlights information contained elsewhere, or incorporated by reference, 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,” “our company” and “Great Wolf Resorts” refer to Great Wolf Resorts, Inc., a Delaware corporation, together with our consolidated subsidiaries, unless we state or it is implied by the context otherwise.

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.

      We operate seven Great Wolf Lodge^® resorts (our signature northwoods-themed resorts) and one Blue Harbor Resort (a nautical-themed property). In addition, a joint venture in which we have an 84% interest owns one Great Wolf Lodge resort that is under construction and scheduled to open for business during 2006. We are also the licensor and manager of an additional Great Wolf Lodge resort in Niagara Falls, Ontario that is owned by an affiliate of Ripley Entertainment Inc., which we refer to as Ripley’s. We anticipate that most of our future resorts will be developed under our Great Wolf Lodge brand, but we may develop additional nautical-themed or other 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 78,000 square-foot indoor waterpark highlighted by our signature 12-level treehouse waterfort. Our waterfort 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.

      We were formed in May 2004 to succeed to the family entertainment resort business of our predecessor companies, The Great Lakes Companies, Inc, which we sometimes refer to in this prospectus as the management company, and a number of its related entities. We refer to these entities collectively as Great Lakes. Great Lakes

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developed and operated hotels between 1995 and 2004. 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. Immediately prior to the closing of our initial public offering of common stock, which we refer to in this prospectus as the IPO or the initial public offering, Great Lakes had two additional Great Wolf Lodge resorts under construction, one in Williamsburg, Virginia and the other in the Pocono Mountains region of Pennsylvania. Our Williamsburg resort opened in March 2005 and our Pocono Mountains resort opened in October 2005.

      On December 20, 2004, in connection with the closing of the initial public offering, we acquired each of these resorts and the resorts then under construction, as well as certain resort development and management operations, in exchange for an aggregate of 14,032,896 shares of our common stock and $97.6 million in a series of transactions we refer to in this prospectus as the formation transactions. We also realized net proceeds of $248.7 million from the sale of 16,100,000 shares of our common stock in the initial public offering.

      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 March 31, 2006, we had approximately 170 corporate employees, including our central reservations center employees, and approximately 2,150 resort-level employees, approximately 750 of whom were part-time employees.

      Our principal executive offices are located at 122 West Washington Avenue, Madison, Wisconsin 53703, and our telephone number is (608) 661-4700. Our website can be found on the internet at www.greatwolf.com. Information contained on our website is not part of this prospectus.

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 for a family of four in one of our conveniently located resorts 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 in recent years.

• Market Presence and Barriers to Entry. We believe that we benefit from 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.

• 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 significant 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.

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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 increasing 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, recycling our capital through joint ventures and other dispositions of resort assets, 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.

Summary Risk Factors

      Investment in the trust preferred securities involves risks, including:

• the trust preferred securities rank lower than most of our other indebtedness and are effectively subordinated to the existing and future liabilities of our subsidiaries;

• as a holding company, we are dependent on distributions from our subsidiaries to make payments on the junior subordinated debentures;

• the indenture governing the junior subordinated debentures will not restrict us from entering into transactions that affect our capital structure and the value of the trust preferred securities;

• if we do not make payments on the junior subordinated debentures, the trust will be unable to pay distributions on the trust preferred securities;

• you may not be able to enforce rights directly against us if there is an event of default under the indenture;

• our ability to defer distributions on the trust preferred securities may have adverse tax and market value consequences for you;

• if the trust preferred securities are redeemed prior to their maturity, you may be taxed on the proceeds and you may not be able to reinvest the proceeds at the same or a higher rate of return;

• we can dissolve the trust and distribute the junior subordinated debentures to you, which could cause adverse tax consequences for you;

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• if you sell your trust preferred securities before the record date for a distribution payment, you will have to include accrued but unpaid distributions in your taxable income;

• as a holder of the trust preferred securities, you will have limited voting rights; and

• there is no current public market for the trust preferred securities, and the market price may be subject to significant fluctuations.

      In addition, 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 trust preferred securities, 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;

• our ability to remediate the material weaknesses in our internal controls;

• 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;

• resolution of recently filed securities class action litigation against us and other defendants if appealed;

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

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

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Properties

      The following table presents an overview of our portfolio of operating resorts and resorts announced or under construction. As of the date of this prospectus, we operate seven Great Wolf Lodge resorts (our signature northwoods-themed resorts) and one Blue Harbor Resort (a nautical-themed property).

										Indoor
	Ownership				Guest			Condo		Entertainment
	Percentage			Opening	Suites			Units		Area(1)
										(Approx. sq. ft)
Existing Resorts:
Wisconsin Dells, WI		30	%	1997		309			77		102,000
Sandusky, OH		30	%	2001		271			—		41,000
Traverse City, MI		100	%	2003		281			—		51,000
Kansas City, KS		100	%	2003		281			—		49,000
Sheboygan, WI		100	%	2004		183			64		54,000
Williamsburg, VA		100	%	2005		301	(2)		—		66,000
Pocono Mountains, PA		100	%	2005		401			—		91,000
Niagara Falls, ONT(3)		—		2006		406			—		94,000
Resorts Announced or Under Construction:
Mason, OH(4)		84	%	Fall 2006		401			—		92,000
Grand Mound, WA(5)		49	%	Late 2007		317			—		65,000
Grapevine, TX(6)		100	%	Late 2007		400			—		80,000

(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, Wiley’s Woods and party room in the resorts that have such amenities.
(2)	We plan to add an additional 103 guest suites as well as new waterpark attractions at our Williamsburg property. Construction for the expansion is expected to start in 2006 with expected completion in 2007.
(3)	This resort opened on April 14, 2006. An affiliate of Ripley’s, our licensee, owns this resort. We assisted Ripley’s with construction consulting 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 manage the resort on behalf of Ripley’s and also provide central reservation services.
(4)	We have entered into a joint venture with Paramount Parks, Inc., a unit of CBS Corporation, to build this resort. We will operate the resort under our Great Wolf Lodge brand and will maintain a majority equity position in the project. Paramount will have a minority equity interest in the development. Construction on the resort began in July 2005 with expected completion of the resort in Fall 2006 and the conference center in early 2007.
(5)	We have entered into a joint venture with The Confederated Tribes of the Chehalis Reservation to build this resort. We will operate the resort under our Great Wolf Lodge brand. The Confederated Tribes of the Chehalis Reservation will lease the land needed for the resort, and they will have a majority equity interest in the joint venture. Construction on the resort is expected to begin in Summer 2006 with expected completion in late 2007.
(6)	We have announced plans to develop a Great Wolf Lodge resort in Grapevine, Texas. The northwoods themed, eight-story, approximately 400-suite resort will provide a comprehensive package of first-class destination lodging amenities and activities. Construction on the approximately 450,000 square-foot building began in June 2006 with expected completion in late 2007.

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GW Capital Trust II

      GW Trust is a Delaware statutory trust. GW Trust exists solely to:

• issue and sell its common securities to Great Wolf Resorts;

• issue and sell its trust preferred securities to the public;

• use the proceeds from the sale of its common securities and trust preferred securities, which we refer to as the “trust securities,” to purchase junior subordinated debentures from Great Wolf Resorts; and

• engage in other activities that are necessary, convenient or incidental to these purposes.

      Wilmington Trust Company will act as the property trustee and Delaware trustee of GW Trust. Two employees, officers or affiliates of Great Wolf Resorts will act as administrative trustees of GW Trust. The principal offices and telephone number of GW Trust are c/o Great Wolf Resorts, Inc., 122 West Washington Avenue, Madison, Wisconsin 53703 and (608) 661-4700.

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The Offering

      GW Trust is offering its trust preferred securities for $25 per trust preferred security. GW Trust will use all of the proceeds from the sale of its trust preferred securities and its common securities to purchase junior subordinated debentures of Great Wolf Resorts. The junior subordinated debentures will be GW Trust’s only assets. Great Wolf Resorts will fully and unconditionally guarantee the obligations of GW Trust, based on its combined obligations under a guarantee, a declaration of trust and a junior subordinated debt indenture.

The Trust Preferred Securities

      The trust preferred securities will be limited to $        in aggregate liquidation amount outstanding (or $        in aggregate liquidation amount if the underwriters purchase all the additional trust preferred securities they are entitled to purchase pursuant to their over-allotment option). If you purchase trust preferred securities, you will be entitled to receive cumulative cash distributions at an annual rate of $        for each trust preferred security, subject to an increase to $                    per trust preferred security during an Increased Rate Period (as defined below), which represents           % and           % of the liquidation amount of $25 for each trust preferred security, respectively. If GW Trust is dissolved and its assets distributed, for each trust preferred security you own, you will be entitled to receive the liquidation amount (which may be paid in the form of a distribution of a like amount of junior subordinated debentures) of $25 plus accumulated but unpaid distributions from the assets of GW Trust available for distribution, after it has paid or made reasonable provision to pay, in accordance with Section 3808(e) of the Delaware Statutory Trust Act, liabilities owed to its creditors. See “Description of Trust Preferred Securities—Liquidation Distribution upon Dissolution.” Accordingly, you may not receive the full liquidation amount and accumulated but unpaid distributions if GW Trust does not have enough funds.

      If both (1) the trust preferred securities cease to be listed on the New York Stock Exchange, which we refer to as the NYSE, or the American Stock Exchange, which we refer to as AMEX, or quoted on the Nasdaq, and (2) Great Wolf Resorts ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but the trust preferred securities remain outstanding, which we refer to collectively as the Special Event, then the interest rate payable on any outstanding junior subordinated debentures (and therefore the distribution rate payable on the trust preferred securities) shall increase to      % per $25 principal amount of junior subordinated debentures (which represents      % per $25 liquidation amount per trust preferred security), beginning on the 30th calendar day after the Special Event occurs until the earlier of (a) a Special Event Termination (as defined below) and (b) the maturity date of the junior subordinated debentures. Any period during which the Special Event occurs and for which the junior subordinated debentures bear such increased interest rate is referred to as an Increased Rate Period. Great Wolf Resorts will have the option to redeem the junior subordinated debentures at any time during an Increased Rate Period until any Special Event Termination, as described below. If the trust preferred securities are again listed on the NYSE or AMEX or quoted on the Nasdaq and Great Wolf Resorts becomes subject to the reporting requirements of the Exchange Act, which we refer to as a Special Event Termination, then the Increased Rate Period will cease and the interest rate payable on the junior subordinated debentures (and the distribution rate payable on the trust preferred securities) will return to the rate in existence before the Increased Rate Period.

      Distributions will accumulate from the date GW Trust issues its trust preferred securities. GW Trust will pay the distributions quarterly on March      , June      , September      and December      of each year, beginning September      , 2006. These distributions may be deferred for up to six consecutive quarters. GW Trust will only pay distributions when it has funds available for payment.

      If you purchase the trust preferred securities, you will have limited voting rights. You will be entitled to vote on the following matters:

• removal of the property trustee or the Delaware trustee when there is a default under the indenture governing the junior subordinated debentures;

• certain modifications to the terms of the trust preferred securities and the guarantee; and

• the exercise of GW Trust’s rights as holder of the junior subordinated debentures.

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A more detailed description of your voting rights is contained under “Description of Trust Preferred Securities—Removal of Trustees; Appointment of Successors” and “—Voting Rights; Amendment of Declaration” and “Description of Guarantee—Amendments and Assignment.”

The Common Securities

      Great Wolf Resorts will acquire all of the common securities of GW Trust. The common securities will have an aggregate liquidation amount of at least 3% of the total capital of GW Trust. Except as described under “Ranking” below, the common securities will rank equal to the trust preferred securities in priority of payment. Normally, the common securities will have sole voting power on matters to be voted upon by GW Trust’s security holders.

The Junior Subordinated Debentures

      GW Trust will purchase the junior subordinated debentures from Great Wolf Resorts with the proceeds from the sale of its trust preferred securities and its common securities. Great Wolf Resorts will issue the junior subordinated debentures under a junior subordinated debt indenture to be entered into between Great Wolf Resorts and Wilmington Trust Company, as indenture trustee. The junior subordinated debentures will:

• have an aggregate principal amount equal to $     (or $     aggregate principal amount if the underwriters purchase all the additional trust preferred securities they are entitled to purchase pursuant to their over-allotment option), which is the aggregate liquidation amount of the trust preferred securities plus the capital contributed by Great Wolf Resorts for the common securities;

• bear interest at an annual rate of      %; however, during any Increased Rate Period when the junior subordinated debentures are outstanding, Great Wolf Resorts will increase the annual interest payable on the junior subordinated debentures to      %;

•   pay interest quarterly, subject to the right of Great Wolf Resorts to defer interest payments for up to six consecutive quarters as described below; and

• mature on June      , 2036, although Great Wolf Resorts may redeem them earlier as described below.

The Guarantee of the Trust Preferred Securities

      Great Wolf Resorts will guarantee the trust preferred securities under the guarantee.

      The guarantee requires Great Wolf Resorts to pay accumulated but unpaid distributions, any redemption payments and liquidation payments on the trust preferred securities on behalf of GW Trust only in an amount equal to the sum of the payments Great Wolf Resorts has made to GW Trust on the junior subordinated debentures. It does not, however, require Great Wolf Resorts to make payments on behalf of GW Trust if GW Trust does not have sufficient funds to make payments on the trust preferred securities because Great Wolf Resorts has not made payments on the junior subordinated debentures.

Ranking

      The trust preferred securities will generally rank equal to the common securities in priority of payment. GW Trust will make payments on the trust preferred securities and the common securities based on a proportionate allocation of the payments it receives on the junior subordinated debentures. However, the trust preferred securities will rank prior to the common securities as to payment if there occurs a default with respect to the junior subordinated debentures, which we refer to as a debenture default. For a more detailed explanation, see “Description of Trust Preferred Securities—Subordination of Common Securities.”

      The junior subordinated debentures and the guarantee will:

• be unsecured and rank on a par with the current and future junior subordinated debentures of Great Wolf Resorts;

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• rank subordinate and junior in right of payment to all of Great Wolf Resorts’ current and future senior and subordinated indebtedness; and

• be effectively subordinated to all existing and future liabilities of Great Wolf Resorts’ subsidiaries.

      As of March 31, 2006, Great Wolf Resorts had no senior or subordinated indebtedness outstanding and approximately $232.4 million of liabilities, including approximately $51.6 million in outstanding junior subordinated debentures, and approximately $119.9 million of outstanding subsidiary indebtedness (exclusive of intercompany debt). See “Risk Factors—Risk Factors Related to the Trust Preferred Securities and the Junior Subordinated Debentures—Holders of our senior indebtedness will get paid before you will get paid under some circumstances,” “—We have a holding company structure and will depend on distributions from our subsidiaries in order to pay interest and principal on the junior subordinated debentures,” “Description of Junior Subordinated Debentures—Subordination” and “Description of Guarantee—Status of the Guarantee” for a more detailed explanation.

Deferral of Distributions

      Unless there is an event of default under the junior subordinated debentures, which we refer to as a debenture event of default, Great Wolf Resorts can defer interest payments on the junior subordinated debentures during any period of up to six consecutive quarters, but not beyond their maturity date. After Great Wolf Resorts makes all interest payments that it has deferred, including accrued interest on the deferred payments, Great Wolf Resorts can again defer interest payments during new periods of up to six consecutive quarters as long as Great Wolf Resorts adheres to the same requirements.

      If Great Wolf Resorts defers interest payments on the junior subordinated debentures, GW Trust will defer distributions on the trust preferred securities. During any deferral period, distributions will continue to accumulate on the trust preferred securities at the then current distribution rate. Also, the deferred distributions will accrue additional distributions, as permitted by applicable law, at the then current distribution rate, compounded quarterly.

      During any period in which Great Wolf Resorts defers interest payments on the junior subordinated debentures, Great Wolf Resorts will generally not be permitted, subject to specified exceptions, to:

• declare or pay any dividends or any distributions on, or redeem, purchase, acquire or make a liquidation payment on, any of its capital stock; or

• make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem debt securities of Great Wolf Resorts that rank equal or junior to the junior subordinated debentures.

      If Great Wolf Resorts defers payments of interest on the junior subordinated debentures, the trust preferred securities would at that time be treated as being issued with original issue discount for United States federal income tax purposes. This means that you would be required to include accrued interest in your income for United States federal income tax purposes before you receive any cash distributions. See “United States Federal Income Tax Consequences” for more information.

Redemption of Trust Preferred Securities and the Junior Subordinated Debentures

      GW Trust will redeem all of the outstanding trust preferred securities and common securities when Great Wolf Resorts redeems the junior subordinated debentures or repays the junior subordinated debentures at maturity on June 1, 2036. If Great Wolf Resorts redeems any junior subordinated debentures before their maturity, GW Trust will use the cash it receives from the redemption to redeem trust preferred securities and common securities.

      Except as described above under “Ranking,” the aggregate liquidation amount of trust preferred and common securities to be redeemed will be allocated approximately 97% to the trust preferred securities and approximately 3% to the common securities.

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      Great Wolf Resorts can redeem the junior subordinated debentures before their maturity at 100% of their principal amount plus accrued and unpaid interest to the date of redemption:

• on or after June      , 2011, in whole or in part, on one or more occasions, at any time; or

• before June      , 2011, in whole, but not in part, at any time within 90 calendar days following the occurrence and continuation of a tax event or an investment company event, each as defined below; or

• on and after the 30th calendar day after a Special Event but prior to any Special Event Termination;

each as described under “Description of Trust Preferred Securities—Redemption.”

Distribution of the Junior Subordinated Debentures

      Great Wolf Resorts has the right to dissolve GW Trust at any time. If Great Wolf Resorts decides to exercise its right to dissolve GW Trust, GW Trust will distribute approximately 97% of the junior subordinated debentures to holders of the trust preferred securities and approximately 3% to the holders of the common securities. However, if there occurs a debenture default holders of trust preferred securities will have priority over holders of common securities as described under “Ranking” above. If the junior subordinated debentures are distributed, Great Wolf Resorts will use its reasonable best efforts to list the junior subordinated debentures on the Nasdaq or any other exchange on which the trust preferred securities are then listed or quoted.

Use of Proceeds

      GW Trust will use all of the proceeds from the sale of its trust preferred securities and its common securities to purchase the junior subordinated debentures. We will use approximately $28.7 million of the proceeds from the sale of the junior subordinated debentures to repay existing indebtedness under a mortgage loan currently secured by our Sheboygan, Wisconsin resort. As of March 31, 2006, that loan bore interest at an annual rate of 9.632%. The loan is scheduled to mature in January 2008, and there are no penalties or fees associated with the prepayment of the loan principal. We will use the remainder of the proceeds from the sale of the junior subordinated debentures for general corporate purposes.

Listing of the Trust Preferred Securities

      Great Wolf Resorts has applied to list the trust preferred securities on the Nasdaq for trading within 30 days after trust preferred securities are first issued. No assurance can be given, however, that the Nasdaq will approve the trust preferred securities for listing. You should be aware that the listing of the trust preferred securities will not necessarily ensure that a liquid trading market will be available for the trust preferred securities or that you will be able to sell your trust preferred securities at the price you originally paid for them or at all.

Risk Factors

      Your investment in the trust preferred securities will involve risks. You should carefully consider the discussion of risks that follows below in the section entitled “Risk Factors,” and the other information contained, or incorporated by reference, in this prospectus, before deciding whether an investment in the trust preferred securities and our company is suitable for you.

Form of Trust Preferred Securities

      The trust preferred securities will be represented by one or more global securities that will be deposited with and registered in the name of The Depository Trust Company (“DTC”) or its nominee. This means that you will not receive a certificate for your trust preferred securities and the trust preferred securities will not be registered in your name. Rather, your broker or other direct or indirect participant of DTC will maintain your position in the trust preferred securities.

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Summary Financial and Other Data

      The following table sets forth summary consolidated financial and operating data on a historical basis for Great Wolf Resorts and on a combined historical basis for our predecessor entity, termed Great Lakes Predecessor or the Predecessor. The Predecessor was the predecessor accounting entity to Great Wolf Resorts. We have not presented historical information for Great Wolf Resorts prior to December 20, 2004, the date on which we closed the initial public offering, because we did not have any material corporate operating activity during the period from our formation until the closing of the initial public offering.

Great Wolf Resorts Financial Information

      Great Wolf Resorts’ consolidated historical financial information includes:

• our corporate entity that provides resort development and management services;

• our Wisconsin Dells, Sandusky, Traverse City, Kansas City, Sheboygan, Williamsburg, and Pocono Mountains operating resorts (we sold 70% interests in each of our Wisconsin Dells and Sandusky resorts in October 2005);

• equity interests in resorts in which we have ownership interests but which we do not consolidate; and

• our resorts that are under construction which we will consolidate.

Great Lakes Predecessor Financial Information

      The Predecessor’s combined historical financial information included the following:

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

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

• the entities that owned our Williamsburg and Pocono Mountains resorts that, as of December 31, 2004, were under construction.

      The Traverse City, Kansas City and Sheboygan resorts opened in March 2003, May 2003 and June 2004, respectively. Therefore, the Predecessor’s historical results of operations only reflected operating results for the Traverse City, Kansas City and Sheboygan resorts for those periods after the resort opening dates, and only through the closing of the initial public offering (that is, through December 20, 2004).

      The Predecessor’s financial statements did not include the entities that owned the Wisconsin Dells and Sandusky operating resorts as those entities were controlled by affiliates of AIG SunAmerica.

      The summary financial information for the Predecessor for the year ended December 31, 2003 and for the period from January 1, 2004 through December 20, 2004, and for Great Wolf Resorts as of December 31, 2004 and 2005 and for the period from December 21, 2004 through December 31, 2004 and the year ended December 31, 2005 are derived from, and are qualified in their entirety by, the Great Lakes Predecessor and Great Wolf Resorts financial statements audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report with respect thereto is incorporated by reference in this prospectus. The summary financial information as of and for the quarters ended March 31, 2006 and March 31, 2005 are derived from, and are qualified by reference to, our unaudited financial statements and related notes appearing elsewhere, or incorporated by reference, in this prospectus. We have prepared the unaudited information on the same basis as the audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments that we consider necessary for a fair presentation of our financial position at such date and operating results for such periods. Historical results are not necessarily indicative of the results of operations to be expected for the future periods, and interim results may not be indicative of results for the remainder of the year. You should read the following summary financial and other data together with “Business,” “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

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and the Great Lakes Predecessor, Great Wolf Resorts and Dells/Sandusky financial statements and related notes appearing elsewhere, or incorporated by reference, in this prospectus.

Pro Forma Financial Information

      The unaudited summary consolidated pro forma financial data for the year ended December 31, 2005 has been prepared to give effect to our CNL joint venture, including the disposition of our Wisconsin Dells and Sandusky resorts, as if such transactions had occurred on January 1, 2005. The unaudited summary consolidated pro forma financial data is for informational purposes only and should not be considered indicative of actual results that would have been achieved and do not purport to indicate results of operations as of any future date or for any future period. You should read the summary consolidated pro forma data in conjunction with “Great Wolf Resorts, Inc. and Subsidiaries Pro Forma Financial Information — Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical Great Wolf Resorts, Great Lakes Predecessor and Dells/Sandusky financial statements and related notes appearing elsewhere, or incorporated by reference, in this prospectus.

		Quarter Ended
		March 31,												December 21,
								Year Ended						2004-			January 1,
								December 31, 2005						December 31,			2004-			Year Ended December 31,
		2006			2005									2004			December 20,
		Great Wolf			Great Wolf			Great Wolf			Consolidated			Great Wolf			2004			2003			2002			2001
		Resorts			Resorts			Resorts			Pro Forma			Resorts			Predecessor			Predecessor			Predecessor			Predecessor
		(Dollars in thousands)
Statement of Operations:
Revenues:
	Rooms	$	22,687		$	18,076		$	73,207		$	52,226		$	3,261		$	31,438		$	18,801		$	—		$	—
	Food, beverage and other		11,292			8,920			36,846			27,616			1,289			16,110			9,439			—			312
	Sales of condominiums		—			—			25,862			—			—			—			—			—			—
	Management and other fees		148			—			494			494			79			3,157			3,109			3,410			3,022
	Management and other fees-related parties		727			—			482			2,714			—			—			—			—			—
	Other revenue from managed properties(1)		2,982			—			2,524			11,213			—			14,553			14,904			14,808			13,286
Total revenues			37,836			26,996			139,415			94,263			4,629			65,258			46,253			18,218			16,620
Operating expenses:
Departmental expenses
	Rooms		2,997			2,638			10,944			7,475			298			4,917			3,265			—			—
	Food, beverage and other		9,198			7,031			31,407			23,707			958			13,678			8,580			—			—
Other operating expenses:
	Selling, general and administrative		11,650			7,238			26,894			19,761			7,372			18,613			11,376			4,159			3,853
	Property operating costs		4,877			6,057			24,798			19,715			295			8,810			5,283			631			—
	Depreciation and amortization		6,098			7,148			26,248			19,311			1,897			12,925			7,744			212			73
	Cost of sale of condominiums		—			—			16,780			—			—			—			—			—			—
	Loss on sale of property		578			—			26,161			—			—			—			—			—			—
	Other expenses from managed properties(1)		2,982			—			2,524			11,213			—			14,553			14,904			14,808			13,286
Total operating expenses			38,380			30,112			165,756			101,182			10,820			73,496			51,152			19,810			17,212
Operating income (loss)			(544	)		(3,116	)		(26,341	)		(6,919	)		(6,191	)		(8,238	)		(4,899	)		(1,592	)		(592	)
Interest income			(683	)		(292	)		(1,623	)		(1,613	)		(66	)		(224	)		(55	)		(88	)		(76	)
Interest expense			1,862			1,056			6,728			6,431			280			6,748			4,413			217			366
(Gain) loss on sale of investments and securities			—			—			—			—			—			(1,653	)		—			13			(96	)
Interest on mandatorily redeemable shares			—			—			—			—			—			1,761			(3,136	)		4,479			390
Loss before income taxes, minority interest, and equity in unconsolidated affiliates			(1,723	)		(3,880	)		(31,446	)		(11,737	)		(6,405	)		(14,870	)		(6,121	)		(6,213	)		(1,176	)
Income tax (benefit) expense			(675	)		(1,542	)		(7,199	)		(4,695	)		(2,563	)		—			—			—			—
Minority interests, net of tax			(14	)		—			(4	)		(4	)		—			—			—			—			—
Equity in (earnings) loss of unconsolidated affiliates, net of tax			(89	)		—			170			(1,657	)		—			—			—			—			—
Income (loss) from continuing operations			(945	)		(2,338	)		(24,413	)		(5,381	)		(3,842	)		(14,870	)		(6,121	)		(6,213	)		(1,176	)
Income (loss) from discontinued operations			—			—			—			—			—			1,928			1,118			(542	)		332

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	Quarter Ended
	March 31,												December 21,
							Year Ended						2004-			January 1,
							December 31, 2005						December 31,			2004-			Year Ended December 31,
	2006			2005									2004			December 20,
	Great Wolf			Great Wolf			Great Wolf			Consolidated			Great Wolf			2004			2003			2002			2001
	Resorts			Resorts			Resorts			Pro Forma			Resorts			Predecessor			Predecessor			Predecessor			Predecessor
	(Dollars in thousands, except Key Operating Statistics data)
Income (loss) before cumulative effect of change in accounting principle		(945	)		(2,338	)		(24,413	)		(5,381	)		(3,842	)		(12,942	)		(5,003	)		(6,755	)		(844	)
Cumulative effect of change in accounting principle		—			—			—			—			—			—			460			—			(333	)
Net income (loss)	$	(945	)	$	(2,338	)	$	(24,413	)	$	(5,381	)	$	(3,842	)	$	(12,942	)	$	(4,543	)	$	(6,755	)	$	(1,177	)
Cash Flows:
Cash flows from:
Operating activities	$	5,872		$	(9,287	)	$	17,788					$	762			3,637		$	8,126		$	376
Investing activities		(6,931	)		(30,077	)		(65,496	)					(97,583	)		(64,472	)		(64,280	)		(46,276	)
Financing activities		3,070			25,196			23,081						172,151			61,424			54,854			49,797
Balance Sheet Data (end of period):
Total assets	$	602,544		$	651,539		$	605,526					$	622,025			253,271		$	173,494		$	106,751		$	54,191
Cash and cash equivalents	$	56,793		$	65,241		$	54,782			—			79,409			4,079			3,490			4,790			893
Total long-term debt	$	171,398		$	169,435		$	168,328					$	142,665			160,753		$	93,733		$	37,710		$	9,466
Net debt(2)	$	114,605		$	104,194		$	113,546			—			63,256			156,674			90,243			32,920			8,573
Long-term debt secured by assets of spun-off entities		—			—			—						—					$	12,108		$	5,054		$	5,177
Long-term debt secured by assets held for sale		—			—			—						—					$	14,220		$	31,564		$	34,193
Non-GAAP financial measures:
EBITDA(3)	$	5,726		$	4,032		$	(369	)	$	15,160		$	(4,294	)	$	6,507		$	7,559		$	334		$	6,287
Adjusted EBITDA(3)	$	6,304		$	4,032		$	25,792
Key Operating Statistics:
Occupancy(4)		66.8%			69.9%			60.6%
ADR(4)	$	238.04		$	211.17		$	213.78
RevPAR(4)		158.92			147.55			129.57
Total RevPOR(4)		360.95			315.04			322.41
Total RevPAR(4)		240.98			220.13			195.40

(1)	Reflects reimbursement of payroll, benefits and costs related to the operations of properties managed by us in 2005-2006 and the Predecessor from 2001-2004.
(2)	Net debt equals total long-term debt less cash and cash equivalents.
(3)	We use EBITDA and Adjusted EBITDA as measures of our operating performance. EBITDA and Adjusted EBITDA are supplemental non-GAAP financial measures. EBITDA is defined as net income plus (a) interest expense, (b) income taxes and (c) depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for (Gain)/Loss on sale of property.

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

We believe EBITDA and Adjusted EBITDA are 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 EBITDA and Adjusted EBITDA are useful measures of our operating performance;

• they are widely used in the hospitality and entertainment industries to measure operating performance without regard to items such as depreciation and amortization; and

• we believe they help 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.

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      In addition, during 2005 we sold our Wisconsin Dells and Sandusky resorts to our CNL joint venture, resulting in the removal of $43.2 million of goodwill and a loss on sale of property of $26.2 million. We believe it is useful to exclude this loss from Adjusted EBITDA because it was unrelated to our core business of operating resort properties.

      Our management uses EBITDA and Adjusted EBITDA:

• as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis as they remove the impact of items directly resulting from our asset base, primarily depreciation and amortization, from our operating results;

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

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

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

Using measures such as EBITDA and Adjusted 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 table below reconciles net loss to EBITDA and Adjusted EBITDA for the periods presented.

								Great Wolf Resorts									Predecessor
		Quarter Ended
		March 31,
														Period			Period
								Year Ended						December 21,			January 1,			Year Ended
		2006			2005			December 31, 2005						2004 through			2004 through			December 31,
		Great Wolf			Great Wolf									December 31,			December 20,
		Resorts			Resorts			Historical			Pro Forma			2004			2004			2003			2002			2001
		(Dollars in thousands)
Net loss		$	(945	)	$	(2,338	)	$	(24,413	)	$	(5,381	)	$	(3,842	)	$	(12,942	)	$	(4,543	)	$	(6,755	)	$	(1,177	)
Adjustments:
	Interest expense, net		1,179			764			5,105			4,818			214			6,524			4,358			2,920			3,468
	Income tax expense (benefit)		(606	)		(1,542	)		(7,309	)		(3,588	)		(2,563	)		—			—			—			—
	Depreciation and amortization		6,098			7,148			26,248			19,311			1,897			12,925			7,744			4,169			3,996
EBITDA		$	5,726		$	4,032		$	(369	)	$	15,160		$	(4,294	)	$	6,507		$	7,559		$	334		$	6,287
Loss on sale of property(a)			578			—			26,161
Adjusted EBITDA		$	6,304		$	4,032		$	25,792

(a)  Includes non-cash gains and losses on the sale of property including the disposal of goodwill.

(4)  Occupancy, ADR and RevPAR are commonly used measures within the hospitality industry to evaluate hotel operations and are defined as follows:

• Occupancy is calculated by dividing total occupied rooms by total available rooms.

• ADR is calculated by dividing total rooms revenue by total occupied rooms.

• RevPAR is the product of occupancy and ADR.

      Total RevPAR and Total RevPOR are defined as follows:

• Total RevPAR is calculated by dividing total revenue by rooms available

• Total RevPOR is calculated by dividing total revenue by occupied rooms

      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. While 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

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significant portion of our revenue from food and beverage and other amenities. For the twelve months ended December 31, 2005 and the three months ended March 31, 2006, approximately 33% of our total resort 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.

Ratio of Earnings to Fixed Charges

      Our ratio of earnings to fixed charges for the quarter ended March 31, 2006 and the year ended December 31, 2005 was 0.15 and (1.27), respectively. Our fixed charges in excess of earnings for these periods were approximately $2.3 million and $36.0 million respectively. For further information on additional periods and the way in which we calculate these ratios, see “Ratio of Earnings to Fixed Charges” on page 35.

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RISK FACTORS

      An investment in the trust preferred securities involves a number of risks. You should carefully review the information contained elsewhere, or incorporated by reference, in this prospectus and should particularly consider the following matters before purchasing any trust preferred securities.

      Because the trust will rely on the interest payments that it receives on the junior subordinated debentures to fund all payments on the trust preferred securities, and because the trust may distribute the junior subordinated debentures in exchange for the trust preferred securities, you are making an investment decision with regard to the junior subordinated debentures as well as the trust preferred securities. You should carefully review the information in this prospectus about both of these securities and the guarantee.

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.

      Many of our markets have become more competitive, including in particular our Sandusky and Traverse City markets. We anticipate that competition within some of our markets will increase further 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. We compete for guests and for new development sites with

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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 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 our current portfolio of resorts. 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, systems 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.

We have identified certain material weaknesses in our internal controls.

      During the preparation of the provision for income taxes as part of the preparation of our consolidated financial statements for the fourth quarter ended December 31, 2005, we did not correctly account for certain income tax-related items arising out of the sale transaction of two of our operating properties to a joint venture during the fourth quarter. Accordingly, we did not correctly reflect these items in our press release issued on February 22, 2006 to report our financial results for the fourth quarter and year ended December 31, 2005. Our management has identified a material weakness related to the collection of sufficient and reliable data necessary to determine certain income tax-related items where we have entered into significant non-routine business transactions. A material weakness is a control deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement of our annual or interim financial statements will not be prevented or detected.

      During the fourth quarter of 2005, we determined that it was necessary to restate previously issued financial statements, primarily for changes in the application of purchase accounting for certain transactions entered into in December 2004. Due to errors in the application of purchase accounting for those transactions and other reclassifications of assets, we recorded adjustments to restate our previously issued financial statements for the period ended December 31, 2004 and the three-month periods ended March 31, 2005 and June 30, 2005. These restatements are reflected in the financial statements incorporated by reference in this prospectus. Our management believes that the errors giving rise to the restatements occurred because of a variety of factors, including the complexity of the interpretation of accounting standards related to the application of purchase accounting to our formation transactions. We concluded that we had a material weakness in our internal control over financial reporting related to the implementation of complex accounting standards, including the application of purchase accounting to our formation transactions. Any inability to address material weaknesses in our internal controls or any future restatement of our financial statements could have a material adverse effect on our company.

      We maintain disclosure controls and procedures designed to provide reasonable assurance that information in our reports under the Exchange Act is recorded, processed, summarized and reported within the time period specified pursuant to the SEC’s rules and forms. We carried out an evaluation, under the supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our 2006 first quarter. In making that evaluation, we considered matters relating to the restatement, including the related

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weakness in our internal control over financial reporting. We concluded that our disclosure controls and procedures were not effective as of March 31, 2006.

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. 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.

      We incurred a net loss in the quarter ended March 31, 2006, the year ended December 31, 2005, and the period ended December 31, 2004, and our predecessor entities incurred net losses in the period ended December 20, 2004 and in 2003. 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 increase profitability on a quarterly or annual basis, and our failure to do so could 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 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. Regional economic difficulties, for example the issues affecting domestic automotive manufacturers and the related impact in Michigan and surrounding areas, may have a disproportionate negative impact on our resorts in the affected markets. 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.

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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.

      Labor is our primary resort-level operating expense. As of March 31, 2006, we employed approximately 2,150 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. 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.

      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.

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

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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;

• 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 may be senior to the rights of holders of the trust preferred securities.

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 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 are defendants in certain litigation that may have a material adverse impact on our operating results and financial condition.

      On November 21, 2005, a purchaser of our securities filed a lawsuit against us and certain of our officers and directors in the United States District Court for the Western District of Wisconsin. The complaint alleges that the defendants violated federal securities laws by making false or misleading statements regarding our internal controls and ability to provide financial guidance and forecasts in registration statements filed in connection with the IPO and in press releases issued in 2005. The complaint was amended on December 8, 2005 to add underwriters and accountants as additional defendants. Additional complaints alleging substantially similar claims were filed by other purchasers of our securities in the Western District of Wisconsin on December 1, 2005 and January 6, 2006. In addition, a complaint was filed in the Circuit Court for Dane County, Wisconsin on December 16, 2005, alleging that we made false and misleading statements in our IPO-related documents, and

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making other allegations. This last lawsuit was removed to Federal court and consolidated with the other lawsuits. All of these lawsuits purport to be filed on behalf of a class of shareholders who purchased our common stock between specified dates and seek unspecified compensatory damages, attorneys’ fees, costs and other relief.

      The Federal court has appointed a lead plaintiff, who filed a consolidated class action complaint on March 20, 2006 that supercedes the prior complaints. The complaint alleges that we, certain officers and directors, and the underwriters in the IPO violated securities laws in the IPO, based on our November 2005 announcement that we would restate certain financial statements to reflect a change in the application of purchase method accounting in the acquisition of two of our resorts. The complaint also bases these claims on our July 2005 announcement that earnings fell short of expectations for the second quarter of 2005. We and the other defendants filed motions to dismiss all of these claims. In a decision and order dated June 13, 2006, the Federal court granted the motions to dismiss, dismissing all claims. The court entered judgment dismissing the claims on June 15, 2006. The plaintiffs have a right to appeal the order and judgment and their time to do so has not yet expired.

      These lawsuits may require significant management time and attention and could result in significant legal expenses. We maintain D&O insurance that may provide coverage for certain fees, expenses, settlements and judgments arising out of these lawsuits. The amount of a settlement of, or judgment on, one or more of the claims in these suits or other potential claims relating to the same events could substantially exceed the limits of our D&O insurance. An unfavorable outcome could have a material adverse effect on our business, operating results, cash flow, and financial condition.

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 domestic and international markets. While we try to ensure that the quality of our brand is maintained by our current licensees, and will be 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 registration 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 may not have taken all the steps necessary to protect our intellectual property in the United States and foreign countries. 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

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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. For example, our resort in Kansas City recently sustained minor tornado-wind damage. 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.

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.

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      In March 2006, we received a notice of violation from the Pennsylvania Department of Environmental Protection because our Pocono Mountains property exceeded certain wastewater discharge limits mandated by our discharge permit. We have identified the causes of the problems, and we are working with the Department of Environmental Protection to ensure that the corrective measures we are implementing will enable us to comply with these laws and regulations as we operate that property. Pennsylvania regulators may seek to impose penalties in connection with these violations, but, to date, no penalties have been proposed.

      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 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

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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 the initial public offering and the completion of the formation transactions, interests in Condo LLC held by Great Lakes were distributed to Great Lakes’ shareholders. We did not acquire Condo LLC as a part of the formation transactions. Although Condo LLC has taken steps to correct any potential securities laws issues in connection with these offers, we cannot assure you that we would not be held liable to some extent for the offers made by Condo LLC.

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.

Risk Factors Related to Our Existing Capital Structure

The covenants in our mortgage loan agreements impose significant restrictions on us.

      The terms of our mortgage loan agreements 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:

• making distributions or other transfers by our subsidiaries to us if we do not comply with specified financial ratios;

• incurring or guaranteeing additional indebtedness;

• transferring or selling assets currently held by us;

• transferring ownership interests in certain of our subsidiaries; and

• reducing our tangible net worth below specified levels.

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      In addition, covenants under some of our subsidiaries’ indebtedness require that revenues from those subsidiaries’ properties be delivered to third parties to ensure that we meet obligations to pay insurance and real property taxes and maintain capital reserves.

      The failure to comply with any of these covenants could cause a default under our other debt agreements. 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.

Risk Factors Related to the Ownership of Our Company

Certain of our insiders exercise considerable influence over the company.

      As of the date of this prospectus, our executive officers and directors, as a group, beneficially own approximately 11.6% 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 securityholders.

We may have assumed unknown liabilities in connection with the formation transactions.

      As part of the formation transactions, we acquired our predecessor companies subject to existing liabilities, some of which may have been unknown at the time of the closing thereof. 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 the closing of the formation transactions (that had not been asserted or threatened prior thereto), tax liabilities and accrued but unpaid liabilities incurred in the ordinary course of business. The founding shareholders of our predecessor companies agreed to indemnify us with respect to claims for breaches of representations and warranties brought by us within one year following the completion of the IPO and the formation transactions, subject to certain limitations. Many liabilities may not have been identified by December 20, 2005, the expiration of the one-year period, and we may have no recourse against the founding shareholders or these entities for such liabilities.

Risk Factors Related to the Trust Preferred Securities and the Junior Subordinated Debentures

Holders of our senior indebtedness will get paid before you will get paid under some circumstances.

      Our obligations under the junior subordinated debentures and the guarantee will be unsecured, will rank on a par with our current and future junior subordinated indebtedness and will rank junior in priority of payment to all of our current and future senior and subordinated indebtedness. This means that we may not make any payments of principal or interest on the junior subordinated debentures or the guarantee if we default on a payment on our indebtedness that ranks senior to the junior subordinated debentures or if any of such indebtedness has been accelerated because of a default. In addition, we may not make any payments on the junior subordinated debentures or the guarantee if the maturity of the junior subordinated debentures is accelerated until all of our indebtedness that ranks senior to the junior subordinated debentures has been paid. In the event of our bankruptcy, liquidation or dissolution, our assets would be available to pay obligations under the junior subordinated debentures only after all payments had been made on our indebtedness that ranks senior to the junior subordinated debentures. As of March 31, 2006, Great Wolf Resorts had no senior indebtedness.

      Because we are a holding company, with all of our assets being held by our subsidiaries, our right to participate in any distribution of assets from our subsidiaries upon their liquidation or reorganization or otherwise, and thus your ability to benefit indirectly from such a distribution as a holder of trust preferred securities, is subject to the prior claims of creditors of such subsidiaries, except to the extent that we may ourselves be recognized as a creditor of that subsidiary. Accordingly, the junior subordinated debentures and the guarantee will be effectively subordinated to all existing and future liabilities of our current and future subsidiaries. As of March 31, 2006, Great Wolf Resorts had approximately $232.4 million of liabilities, including

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approximately $51.6 million in outstanding junior subordinated debentures and approximately $119.9 million of outstanding subsidiary indebtedness (exclusive of intercompany debt).

      The agreements governing the trust preferred securities, the junior subordinated debentures and the guarantee will not limit our ability to incur additional indebtedness that ranks senior to or equal with the junior subordinated debentures and the guarantee, and will not limit our subsidiaries’ ability to incur additional liabilities. Nor will the agreements governing these securities contain any other negative covenants, except under certain instances of default and in the event we defer interest payments on the junior subordinated debentures as described under “Description of Junior Subordinated Debentures— Restrictions on Certain Payments; Certain Covenants of Great Wolf Resorts.” For more information on the ranking of our obligations under the junior subordinated debentures and the guarantee, see “Description of Junior Subordinated Debentures” and “Description of Guarantee— Status of the Guarantee.”

We have a holding company structure and will depend on distributions from our subsidiaries in order to pay interest and principal on the junior subordinated debentures.

      Our assets consist of investments in subsidiaries. Our ability to service indebtedness, including the junior subordinated debentures and the guarantee, depends on the earnings of our subsidiaries and the distribution or other payment from subsidiaries of earnings to us in the form of dividends, loans or advances, and repayment of loans and advances from us. The subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due under the junior subordinated debentures or the guarantee or to make payments to us in order for us to pay our obligations under the junior subordinated debentures or the guarantee. In addition, provisions of law, such as those requiring that dividends be paid only from surplus, could limit the ability of our subsidiaries to make payments or other distributions to us. See “Risk Factors Relating to Our Existing Capital Structure — The covenants in our mortgage loan agreements impose significant restrictions on us.” Furthermore, these subsidiaries have agreed and, in the future, could agree to contractual restrictions on their ability to make distributions to us. We cannot assure you that our subsidiaries will be able to pay dividends or distributions to us in the future. In addition, covenants under some of our subsidiaries’ indebtedness require that revenues from those subsidiaries’ properties be delivered to third parties to ensure that we meet obligations to pay insurance and taxes and maintain capital reserves. As of March 31, 2006 our subsidiaries had indebtedness of approximately $119.9 million (exclusive of intercompany debt). If we are not adequately funded by our subsidiaries and cannot make payments on the junior subordinated debentures, the trust will not have funds available to make distributions on the trust preferred securities. If this were to occur, we would likely exercise our right to defer interest payments on the junior subordinated debentures, and the trust would defer distributions on the trust preferred securities during that period. If we defer interest payments on the junior subordinated debentures, the market price of the trust preferred securities is likely to decline.

We will not be restricted from entering into transactions that affect our capital structure and the value of the trust preferred securities.

      We can enter into transactions, including acquisitions, mergers, takeovers, refinancings or other recapitalizations that affect our capital structure or the value of our common stock or the trust preferred securities. Holders of trust preferred securities will have no right to prohibit us from undertaking such transactions, nor do holders of trust preferred securities have the right to require us to redeem their trust preferred securities or repurchase the junior subordinated debentures. Such transactions may adversely affect our financial condition or result in a decline in the market price for the trust preferred securities or a downgrade of the credit rating (if any) of the junior subordinated debentures.

      In addition, the indenture governing the junior subordinated debentures and the Amended and Restated Declaration of Trust governing the trust, which we refer to as the declaration, will not require us to maintain any financial ratios or specified levels of net worth, revenues, income, cash flow or liquidity. Therefore, they do not protect holders of the junior subordinated debentures or the trust preferred securities if we experience significant adverse changes in our financial condition or results of operations. In addition, they do not limit our ability or the ability of any of our subsidiaries to incur additional indebtedness, make additional guarantees or incur other liabilities that rank senior to the junior subordinated debentures or the trust preferred securities. Additionally, the

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indenture and the declaration will not prohibit us or any of our subsidiaries from creating or assuming liens on our properties. Therefore, you should not consider the provisions of these governing instruments as a significant factor in evaluating whether we will be able to comply with our obligations under the junior subordinated debentures or the guarantee.

If we do not make payments on the junior subordinated debentures, the trust will not be able to pay distributions on the trust preferred securities and the guarantee will not be available to satisfy payment obligations.

      The trust’s ability to pay distributions on the trust preferred securities and the liquidation amount of $25 per trust preferred security in a timely manner depends solely upon our making the related payments on the junior subordinated debentures when due. If we default on our obligation to pay the principal of or interest on the junior subordinated debentures, the trust will not have sufficient funds to pay distributions on, or the $25 liquidation amount per security of, the trust preferred securities.

      In that case, you will not be able to rely upon the guarantee for payment of these amounts because the guarantee only applies if we make the corresponding payment of principal of or interest on the junior subordinated debentures. Instead, you or the property trustee will have to bring a legal action against us to enforce the property trustee’s rights under the indenture relating to the junior subordinated debentures.

Because you may not be able to enforce your rights against us directly if an event of default occurs, you may have to rely on the property trustee to enforce your rights.

      You will not always be able to directly enforce your rights against us if an event of default occurs.

      If a debenture default occurs and is continuing, that event, among other things, will also be an event of default under the trust preferred securities. In that case, you may have to rely on the property trustee, as the holder of the junior subordinated debentures, to enforce your rights against us. Within ten business days after the occurrence of an event of default under the trust preferred securities that is actually known to the property trustee, the property trustee will transmit notice of the event of default to the holders of the trust preferred securities and common securities and the administrative trustees, unless the event of default has been cured or waived. In addition, the property trustee will notify each holder of the trust preferred securities of any notice of default received by it with respect to the junior subordinated debentures.

      In general, only Great Wolf Resorts, as the sole holder of the common securities of the trust, can replace or remove any of the trustees. You may not elect or remove any trustees, except (1) when there is a debenture default or (2) when holders of a majority in liquidation amount of the outstanding trust preferred securities decide to remove the Delaware trustee or property trustee for cause.

      You may bring a legal action against Great Wolf Resorts directly only if the event of default under the declaration has occurred and is continuing because of our failure to pay when due interest on, or the principal of, the junior subordinated debentures. See “Description of Junior Subordinated Debentures— Events of Default, Defaults and the Rights of Trust Preferred Securities Holders to Take Action Against Great Wolf Resorts.”

Because distributions on the trust preferred securities could be deferred, you may have to include interest in your taxable income before you receive cash.

      As long as there is no debenture event of default, Great Wolf Resorts may defer interest payments on the junior subordinated debentures one or more times. Each deferral period may last for up to six consecutive quarters, but not beyond the maturity date of the junior subordinated debentures. During a deferral period, the trust will defer distributions on the trust preferred securities in a corresponding amount.

      If we defer interest payments on the junior subordinated debentures and the trust defers distributions on the trust preferred securities, you will have to accrue interest income as original issue discount for United States federal income tax purposes on your proportionate share of the deferred interest on the junior subordinated debentures held by the trust. As a result, you would have to include that accrued interest in your gross income for United States federal income tax purposes before you actually receive any cash attributable to that income. You

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will also not receive the cash distribution related to any accrued and unpaid interest from the trust if you sell the trust preferred securities before the record date for any deferred distributions, even if you held the trust preferred securities on the date that the payments would normally have been paid.

      If we exercise our right to defer payments of interest on the junior subordinated debentures, the market price of the trust preferred securities may be adversely affected. If you sell your trust preferred securities when distributions are being deferred, you may not receive the same return on investment as someone who continues to hold the trust preferred securities. In addition, because of Great Wolf Resorts’ right to defer interest payments, the market price of the trust preferred securities may be more volatile than the market prices of other securities that are not subject to interest deferrals.

      See “Description of Trust Preferred Securities— Deferral of Distributions,” “Description of Junior Subordinated Debentures— Option to Extend Interest Payment Period” and “United States Federal Income Tax Consequences— Interest Income and Original Issue Discount” and “— Sales of Trust Preferred Securities” for more information regarding the interest payment deferral option.

The trust preferred securities may be redeemed prior to maturity; you may be taxed on the proceeds and you may not be able to reinvest the proceeds at the same or a higher rate of return.

      Under certain circumstances, we will be able to redeem the junior subordinated debentures prior to their maturity— namely, (1) at any time on or after June      , 2011, (2) before June      , 2011, within 90 calendar days if adverse changes in tax or investment company law occur and are continuing, or (3) at any time on and after the 30th calendar day after a Special Event occurs but prior to any Special Event Termination. If the junior subordinated debentures are redeemed, a corresponding amount of trust preferred securities will be redeemed at a redemption price equal to the $25 liquidation amount per trust preferred security plus accumulated but unpaid distributions to but excluding the redemption date. Under current United States federal income tax law, early redemption of the trust preferred securities would be a taxable event to you. In addition, you may not be able to reinvest the money you receive upon redemption at a rate that is equal to or higher than the rate of return you receive on the trust preferred securities.

      See “Description of Junior Subordinated Debentures— Redemption,” “Description of Trust Preferred Securities— Redemption” and “— Liquidation Distribution upon Dissolution” for more information on redemption of the junior subordinated debentures.

The trust may distribute the junior subordinated debentures to the holders of the trust preferred securities, and the junior subordinated debentures may trade at a price that is lower than the price you paid for the trust preferred securities.

      If we dissolve the trust before the maturity of the junior subordinated debentures, the property trustee will distribute the junior subordinated debentures to the holders of the trust preferred securities and the common securities in liquidation of the trust.

      No one can accurately predict the liquidity, volatility or the market prices for the junior subordinated debentures that may be distributed. Accordingly, the junior subordinated debentures that you receive upon a distribution, or the trust preferred securities you hold pending the distribution, may trade less frequently, with more volatility and/or at a lower price than what you paid to purchase the trust preferred securities.

      Although we have agreed to use our reasonable best efforts to list the junior subordinated debentures on the Nasdaq or any other exchange on which the trust preferred securities are then listed in the event of a distribution of junior subordinated debentures, we cannot assure you that the Nasdaq will approve the junior subordinated debentures for listing or that a trading market will exist for the junior subordinated debentures.

      Under current United States federal income tax law, the distribution of junior subordinated debentures upon the termination of the trust would generally not be taxable to you. If, however, the trust is characterized for United States federal income tax purposes as an association taxable as a corporation at the time of the liquidation, the distribution of the junior subordinated debentures would be taxable to you.

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      Please see “Description of Trust Preferred Securities— Liquidation Distribution upon Dissolution” for more information.

If you sell your trust preferred securities before the record date for a distribution payment, you will have to include accrued but unpaid distributions in your taxable income.

      The trust preferred securities may trade at prices that do not fully reflect the value of accrued but unpaid interest on the underlying junior subordinated debentures.

      If you dispose of your trust preferred securities before the record date for a distribution payment, you will have to treat a portion of your proceeds from the disposition as ordinary income for United States federal income tax purposes in an amount equal to the accrued but unpaid interest on your proportionate share of the junior subordinated debentures through the date of your disposition, even though the amount you receive for your trust preferred securities may not fully reflect the value of any accrued but unpaid interest at the time of the disposition.

      Upon the sale of your trust preferred securities, you will recognize a capital loss if the amount you receive is less than your adjusted tax basis in the trust preferred securities. Normally, you may not apply capital losses to offset ordinary income for United States federal income tax purposes.

      See “United States Federal Income Tax Consequences— Sales of Trust Preferred Securities” for more information.

We will generally control the trust and your voting rights are limited; your interests may not be the same as our interests.

      You will have limited voting rights. For example, you may not remove any trustees, except (1) when there is a debenture default or (2) when holders of a majority in liquidation amount of the outstanding trust preferred securities decide to remove the Delaware trustee or property trustee for cause. In general, only Great Wolf Resorts, as the sole holder of the common securities of the trust, can replace or remove any of the trustees of the trust.

      Great Wolf Resorts and the administrative trustees of the trust, who are our employees, officers or affiliates, may amend the declaration without the consent of holders of trust preferred securities as described under “Description of Trust Preferred Securities— Voting Rights; Amendment of Declaration.”

An active trading market for the trust preferred securities may not develop.

      The trust preferred securities will be a new issue of securities with no established trading market. Although we have applied to list the trust preferred securities on the Nasdaq, no assurance can be given that the trust preferred securities will be approved for listing. If approved for listing, listing does not guarantee that a trading market for the trust preferred securities will develop or, if a trading market for the trust preferred securities does develop, the depth of that market or the ability of holders to sell their trust preferred securities at attractive prices or at all.

If a trading market for the trust preferred securities does develop, the market price of the trust preferred securities will be influenced by unpredictable factors.

      If a trading market for the trust preferred securities does develop, several factors will influence the trading price of the trust preferred securities, including:

• interest and yield rates in the market and on comparable securities;

• the time remaining to the maturity of the trust preferred securities; and

• our creditworthiness.

      Some or all of these factors will influence the price that you will receive if you sell your trust preferred securities prior to the maturity date. We cannot assure you that any such market will develop.

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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 results or 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,” “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.

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GW CAPITAL TRUST II

General

      GW Trust is a statutory trust formed under Delaware law by:

•  the execution of a declaration of trust by Great Wolf Resorts, as sponsor, and the trustees of GW Trust; and

•  the filing of a certificate of trust with the Secretary of State of the State of Delaware.

      Upon consummation of this offering, Great Wolf Resorts and the trustees of the trust will execute the declaration substantially in the form filed with the SEC and attached as an exhibit to the registration statement of which this prospectus is a part. The declaration will be qualified as an indenture under the Trust Indenture Act of 1939.

      GW Trust exists solely to:

•  issue and sell its trust securities;

•  use the proceeds from the sale of its trust securities to purchase Great Wolf Resorts’ junior subordinated debentures; and

•  engage in other activities that are necessary, convenient or incidental to the above purposes (such as registering the transfer of trust securities).

Great Wolf Resorts’ junior subordinated debentures will be the sole assets of GW Trust, and payments under the junior subordinated debentures owned by GW Trust will be its sole source of revenues.

      GW Trust will have a term of approximately 35 years from the initial issue date of its trust preferred securities, but may dissolve earlier as provided in the declaration.

Trust Securities Issued by the Trust

      The trust preferred securities offered hereby will constitute all of the trust preferred securities of GW Trust. The trust preferred securities will be guaranteed by Great Wolf Resorts as described in this prospectus.

      Great Wolf Resorts, or one of its affiliates, will acquire and hold all of the common securities of GW Trust, which will have an aggregate liquidation amount equal to at least 3% of the total capital of GW Trust. The common securities will have terms substantially identical to, and will rank equal in priority of payment with, the trust preferred securities. However, upon a debenture default, distributions, redemption payments and liquidation payments must be paid to the holders of the trust preferred securities before any payments are paid to the holders of the common securities of the trust.

Trustees & Administrative Trustees

      The name and address of the Delaware trustee, the property trustee, the guarantee trustee and the indenture trustee for GW Trust will be Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.

      Great Wolf Resorts, as holder of the common securities, intends to select two of its employees, officers or affiliates to serve as administrative trustees of GW Trust. Only Great Wolf Resorts, as direct or indirect owner of the common securities, can remove or replace the administrative trustees. In addition, Great Wolf Resorts can increase or decrease the number of administrative trustees.

      In addition, Great Wolf Resorts, as direct or indirect holder of the common securities, will generally have the sole right to remove or replace the property trustee and Delaware trustee. However, if a debenture default occurs, then, so long as that debenture default is continuing, the holders of a majority in liquidation amount of the outstanding trust preferred securities may remove and replace the property trustee and Delaware trustee at any time.

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Fees and Expenses

      Great Wolf Resorts will pay all fees and expenses related to the organization of GW Trust and the offering of the trust preferred securities. Great Wolf Resorts will also pay all ongoing costs and expenses of GW Trust, except GW Trust’s obligations under the trust securities.

No Separate Financial Statements

      There are no separate financial statements of GW Trust in this prospectus. Great Wolf Resorts does not believe these financial statements would be material to holders of the trust preferred securities because:

• GW Trust is a special purpose entity that will not have any independent operations other than issuing trust preferred securities and common securities, and holding junior subordinated debentures of Great Wolf Resorts as trust assets and other necessary or incidental activities as described in this prospectus; and

• Great Wolf Resorts guarantees the payments on the trust preferred securities of GW Trust.

      Great Wolf Resorts does not expect that GW Trust will be subject to the reporting requirements of the Exchange Act or otherwise provide separate financial statements.

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USE OF PROCEEDS

      The trust will receive all of the proceeds from the sale of the trust preferred securities and the trust common securities and will use all of such proceeds to purchase the junior subordinated debentures from us, which will be issued pursuant to the indenture described in this prospectus. We will use approximately $28.7 million of the proceeds from the sale of the junior subordinated debentures to repay existing indebtedness under a mortgage loan currently secured by our Sheboygan, Wisconsin resort. As of March 31, 2006, that loan bore interest at an annual rate of 9.632%. The loan is scheduled to mature in January 2008, and there are no penalties or fees associated with the prepayment of the loan principal. We will use the remainder of the proceeds from the sale of the junior subordinated debentures for general corporate purposes.

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ACCOUNTING TREATMENT

      In January 2003, the Financial Accounting Standards Board (the “FASB”) issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN No. 46”). In December 2003, the FASB issued a revision to this interpretation (“FIN No. 46(r)”). FIN No. 46(r) clarifies the application of Accounting Research Bulletin No. 51 to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. As a result of the issuance of FIN No. 46(r) and the accounting profession’s application of the guidance provided by the FASB, issuer trusts are generally variable interest entities. We have determined that we are not the primary beneficiary, and accordingly we will not consolidate the financial statements of the trust into our consolidated financial statements.

      Based upon the foregoing accounting authority, our consolidated financial statements prepared under GAAP beginning with the quarter ending June 30, 2006 will present the junior subordinated debentures issued to the trust as a related party liability, and we will record offsetting assets relative to the cash and trust common securities received from the trust in our consolidated balance sheet. For financial reporting purposes, we will record interest expense on the corresponding debentures in our consolidated statements of operations.

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RATIO OF EARNINGS TO FIXED CHARGES

      The following table sets forth Great Wolf Resorts’ consolidated ratio of earnings to fixed charges for the periods indicated. Dollar amounts are in thousands.

	Quarter Ended
	March 31,
						Year Ended			December 21,			January 1,
						December 31, 2005			2004 —			2004 —			Year Ended December 31,
	2006 Great		2005 Great						December 31, 2004			December 20,
	Wolf		Wolf			Great Wolf			Great Wolf			2004			2003			2002			2001
	Resorts		Resorts			Resorts			Resorts			Predecessor			Predecessor			Predecessor			Predecessor
Ratio of earnings to fixed charges		0.15		(0.08	)		(1.27	)		(2.35	)		(0.61	)		(0.07	)		(2.82	)		(0.61	)
Fixed charges in excess of earnings	$	2,290	$	5,391		$	35,981		$	6,755		$	16,094		$	7,435		$	6,787		$	1,535

      For purposes of calculating the ratio of earnings to fixed charges, earnings are the sum of:

• pre-tax income/loss from continuing operations before adjustment for minority interest or income/loss from equity investees, fixed charges and amortization of capitalized interest;

• less:

• interest capitalized and minority interest in pre-tax income/loss of subsidiaries that have not incurred fixed charges.

      For purposes of calculating the ratios, fixed charges are the sum of:

• interest expensed, interest capitalized, and amortized capitalized expense related to indebtedness.

      Great Wolf Resorts has not issued preferred stock.

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CAPITALIZATION

      The following table shows Great Wolf Resorts’ capitalization as of March 31, 2006:

• on an actual basis; and

• on an as adjusted basis to give effect to the sale by us of the securities in this offering, including the receipt of an estimated $          in net proceeds thereof, and the application of the net proceeds as described under “Use of Proceeds,” as if such events occurred on March 31, 2006.

      The information provided in the following table should be read in conjunction with the financial and other information included elsewhere and incorporated by reference in this prospectus.

			As of March 31, 2006
			Actual			As Adjusted
			(In thousands)
			(Unaudited)
Cash and cash equivalents			$	56,793		$
Long-term debt, including current portion:
	Mortgage Debt		$	107,529		$
	Company obligated mandatorily redeemable trust preferred securities of subsidiary trust holding solely the Floating Rate Junior Subordinated Debentures due 2035			51,550
	Company obligated mandatorily redeemable trust preferred securities of subsidiary trust holding solely junior subordinated debentures offered hereby			—
	Other long-term debt			12,319
		Total long-term debt, including current portion		171,398
Minority Interest				6,569
Stockholders’ equity:
	Common stock, $0.01 par value, 250,000,000 shares authorized, 30,277,308 shares issued and outstanding			303
	Additional paid in capital			394,693
	Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding			—
	Accumulated deficit			(29,200	)
	Shares of common stock held in deferred compensation plan			(2,200	)
		Total stockholders’ equity		363,596
		Total capitalization	$	541,563		$

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BUSINESS

Overview and Development

      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.

      We operate seven Great Wolf Lodge^® resorts (our signature northwoods-themed resorts) and one Blue Harbor Resort (a nautical-themed property). In addition, a joint venture in which we have an 84% interest owns one Great Wolf Lodge resort that is under construction and scheduled to open for business during 2006. We are also the licensor and manager of an additional Great Wolf Lodge resort in Niagara Falls, Ontario that is owned by Ripley’s. We anticipate that most of our future resorts will be developed under our Great Wolf Lodge brand, but we may develop additional nautical-themed or other resorts in other appropriate markets.

      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. We refer to these entities collectively as Great Lakes. Great Lakes developed and operated hotels between 1995 and December 2004. 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. Immediately prior to the closing of the initial public offering, Great Lakes had two additional Great Wolf Lodge resorts under construction, one in Williamsburg, Virginia and the other in the Pocono Mountains region of Pennsylvania. Our Williamsburg resort opened in March 2005 and our Pocono Mountains resort opened in October 2005.

      On December 20, 2004, in connection with the closing of the IPO, we acquired each of these resorts and the resorts then under construction, as well as certain resort development and management operations, in exchange for an aggregate of 14,032,896 shares of our common stock and $97.6 million, in the formation transactions. We also realized net proceeds of $248.7 million from the sale of 16,100,000 shares of our common stock in the IPO.

CNL Joint Venture

      On October 11, 2005, we formed a joint venture with CNL Income Properties, Inc., a real estate investment trust focused on leisure and lifestyle properties. The joint venture acquired our Wisconsin Dells and Sandusky resorts. CNL initially purchased an approximately 61.1% interest in the joint venture, and we owned the remaining 38.9%. On November 3, 2005, CNL increased its ownership interest in the joint venture to 70% and we retained a 30% interest. CNL paid us approximately $80 million in total for its 70% ownership interest. Affiliates of the CNL joint venture entered into a loan agreement pursuant to which such affiliates borrowed $63 million from NSPL, Inc. In March 2006 we received approximately $18.6 million of the loan proceeds, which we will use for current and future development projects. The loan is secured by the joint venture’s Wisconsin Dells and Sandusky resorts. We will continue to operate the properties and will license the Great Wolf Lodge brand to the joint venture under 25-year agreements, subject to earlier termination in certain situations.

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Properties — Overview

      The following table presents an overview of our portfolio of operating resorts and resorts announced or under construction. As of the date of this prospectus, we operate seven Great Wolf Lodge resorts (our signature northwoods-themed resorts) and one Blue Harbor Resort (a nautical-themed property).

										Indoor
	Ownership				Guest			Condo		Entertainment
	Percentage			Opening	Suites			Units		Area(1)
										(Approx. sq. ft)
Existing Resorts:
Wisconsin Dells, WI		30	%	1997		309			77		102,000
Sandusky, OH		30	%	2001		271			—		41,000
Traverse City, MI		100	%	2003		281			—		51,000
Kansas City, KS		100	%	2003		281			—		49,000
Sheboygan, WI		100	%	2004		183			64		54,000
Williamsburg, VA		100	%	2005		301	(2)		—		66,000
Pocono Mountains, PA		100	%	2005		401			—		91,000
Niagara Falls, ONT(3)		—		2006		406			—		94,000
Resorts Announced or Under Construction:
Mason, OH(4)		84	%	Fall 2006		401			—		92,000
Grand Mound, WA(5)		49	%	Late 2007		317			—		65,000
Grapevine, TX(6)		100	%	Late 2007		400			—		80,000

(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, Wiley’s Woods and party room in the resorts that have such amenities.
(2)	We plan to add an additional 103 guest suites as well as new waterpark attractions at our Williamsburg property. Construction for the expansion is expected to start in 2006 with expected completion in 2007.
(3)	This resort opened on April 14, 2006. An affiliate of Ripley’s, our licensee, owns this resort. We assisted Ripley’s with construction consulting 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 manage the resort on behalf of Ripley’s and also provide central reservation services.
(4)	We have entered into a joint venture with Paramount Parks, Inc., a unit of CBS Corporation, to build this resort. We will operate the resort under our Great Wolf Lodge brand and will maintain a majority equity position in the project. Paramount will have a minority equity interest in the development. Construction on the resort began in July 2005 with expected completion of the resort in Fall 2006 and the conference center in early 2007.
(5)	We have entered into a joint venture with The Confederated Tribes of the Chehalis Reservation to build this resort. We will operate the resort under our Great Wolf Lodge brand. The Confederated Tribes of the Chehalis Reservation will lease the land needed for the resort, and they will have a majority equity interest in the joint venture. Construction on the resort is expected to begin in Summer 2006 with expected completion in late 2007.
(6)	We have announced plans to develop a Great Wolf Lodge resort in Grapevine, Texas. The northwoods themed, eight-story, approximately 400-suite resort will provide a comprehensive package of first-class destination lodging amenities and activities. Construction on the approximately 450,000 square-foot building began in June 2006 with expected completion in late 2007.

     Northwoods Lodge Theme. Each of our Great Wolf Lodge resorts has a northwoods lodge theme. 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, 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 1,970 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

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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 78,000 square feet and have a northwoods theme, including decorative rockwork and plantings, all of which is contained in a five-story or taller wooden beam structure. The focus of each Great Wolf Lodge waterpark is our signature 12-level treehouse waterfort. 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 waterfort 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 development or construction will have indoor waterparks ranging in size from approximately 55,000 to 82,000 square feet.

      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. Computer-controlled water and air treatment systems and highly trained technicians continuously monitor the water and air quality of our waterparks 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, 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, which is in effect 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.

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      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.

• Animated Clocktower. Each of our Great Wolf Lodge resorts 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.

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• 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.

• 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.

Operating Properties

      Our resorts operating currently are located in Wisconsin Dells, Wisconsin; Sandusky, Ohio; Traverse City, Michigan; Kansas City, Kansas; Williamsburg, Virginia, Pocono Mountains, Pennsylvania, Sheboygan, Wisconsin, and Niagara Falls, Ontario, Canada.

Great Wolf Lodge of Wisconsin Dells, Wisconsin

      Our Great Wolf Lodge, located on 22 acres in Wisconsin Dells, Wisconsin, was originally constructed in 1997 and acquired by Great Lakes in 1999. In October 2005, we sold this resort to our joint venture with CNL Income Properties, Inc. We have a 30% interest in that joint venture.

      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 2004 attracted over $870 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 Applied Geographic Solutions, Inc., there are approximately 16.4 million people who live within 180 miles of the resort.

      Great Wolf Lodge of Wisconsin Dells has 309 guest suites, with an additional 77 individually-owned, one to four bedroom condominium units located adjacent to the resort, and an approximately 76,000 square-foot indoor waterpark that includes our signature treehouse waterfort. 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, 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 center. We currently manage, on behalf of the CNL joint venture, the rental of all of the condominium units at this resort. The CNL joint venture receives a rental management fee of approximately 40% of room revenue, after deduction of certain expenses. In addition, the CNL joint venture receives reimbursement of certain waterpark and other expenses from the condominium association.

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. In October 2005, we sold this resort to our joint venture with CNL Income Properties, Inc. We have a 30% interest in that joint venture.

      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

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Pittsburgh, Pennsylvania. According to Applied Geographic Solutions, Inc., there are approximately 22.9 million people who live within 180 miles of the resort.

      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 waterfort, 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 animated two-story clocktower, Cub Club room and Iron Horse fitness center.

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 Applied Geographic Solutions, Inc., there are approximately 7.1 million people who live within 180 miles of the resort.

      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 waterfort 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, 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.

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 Applied Geographic Solutions, Inc., there are approximately 6.7 million people who live within 180 miles of the resort.

      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 waterfort. 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.

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 family vacation destination featuring lake activities and golf. Due to the nature of Sheboygan as a family vacation destination on the water, we designed this resort with a nautical theme rather than our typical northwoods lodge theme. This resort is styled as 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 $271 million in 2004. 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 Applied Geographic Solutions, Inc., there are approximately 18.4 million people who live within 180 miles of the resort.

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      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 waterfort. 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 room revenue after the deduction of certain expenses. In addition, we receive reimbursement of certain waterpark expenses through the condominium association.

Great Wolf Lodge of Williamsburg, Virginia

      In March 2005, we opened our Great Wolf Lodge in Williamsburg, Virginia on an 83-acre site. Williamsburg is a popular family vacation destination with amusement parks, 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 Applied Geographic Solutions, Inc., there are approximately 16.6 million people who live within 180 miles of the resort.

      The resort occupies approximately 36 acres of the site. We may sell a portion of the excess land as out-lots and retain the remaining acreage to support future expansion of the resort.

      Great Wolf Lodge of Williamsburg has 301 guest suites and an approximately 55,000 square-foot indoor waterpark that includes our signature treehouse waterfort. We expect to construct an additional 103 guest suites, additional 10,000 square feet of meeting space and additional indoor waterpark facilities, which we expect to complete in 2007. The resort offers 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 also includes non-revenue-generating amenities such as a two-story animated clocktower, Cub Club room and fitness center.

Great Wolf Lodge of the Pocono Mountains

      In October 2005, we opened our 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 is 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 Applied Geographic Solutions, Inc., there are approximately 44.3 million people who live within 180 miles of the resort.

      Our Great Wolf Lodge of the Pocono Mountains has 401 guest suites and an approximately 78,000 square-foot indoor waterpark that includes our signature treehouse waterfort. The resort offers 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 also includes non-revenue-generating amenities such as a two-story animated clocktower, Cub Club room and fitness center.

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 renewals. Under the license agreement, Ripley’s is required to pay a monthly license fee, a brand marketing

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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 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 entered into a management services agreement and a reservation services agreement for this resort under which we manage the resort and provide central reservation systems services.

      Niagara Falls is a popular family vacation destination. According to the City of Niagara Falls, Ontario website, Niagara Falls attracts over 17 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. According to Applied Geographic Solutions, Inc., there are approximately 8.7 million people who live within 180 miles of the resort.

      The Great Wolf Lodge of Niagara Falls opened in April 2006. The resort has 406 guest suites with an approximately 82,000 square-foot indoor waterpark. The resort offers 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 also includes non-revenue-generating amenities such as a two-story animated clocktower, Cub Club room and fitness center.

Properties Announced or Under Construction

Great Wolf Lodge of Mason, Ohio

      In May 2005, we entered into a joint venture with Paramount Parks to develop a Great Wolf Lodge resort and conference center on an approximately 40-acre land parcel at Paramount’s Kings Island, in Mason, Ohio. We will operate the resort under the Great Wolf Lodge brand and have a majority equity position in the project. Paramount’s Kings Island, a unit of CBS Corporation, owns a minority equity interest in the development as a result of contributing the land needed for the resort. We began construction of the resort in July 2005. Mason is a popular family destination featuring family-oriented attractions and recreational activities. The resort will be located within a thirty minute drive from Cincinnati, Ohio.

      Upon completion, Great Wolf Lodge of Mason, Ohio will have 401 guest suites and an approximately 75,000 square-foot indoor waterpark. The resort will offer a number of revenue-enhancing amenities, including family restaurants, a full-service Aveda^® concept spa, game arcade, gift shop, confectionery and an approximately 40,000 square-foot conference center. The resort also will include non revenue-generating amenities such as a fitness center and outdoor recreation area. We anticipate that this resort will open in Fall 2006.

Great Wolf Lodge of Chehalis, Washington

      In June 2005, we entered into a joint venture with The Confederated Tribes of the Chehalis Reservation to develop a Great Wolf Lodge resort and conference center on a 39-acre land parcel in Chehalis, Washington. We expect that we will operate the resort under the Great Wolf Lodge brand, that The Confederated Tribes of the Chehalis Reservation will lease the land needed for the resort, and that both parties will maintain equity positions in the joint venture. We expect to begin construction of the resort in 2006. The resort will be the first family destination vacation resort with an indoor waterpark in the Pacific Northwest. Chehalis is an hour and half drive from both Seattle, Washington and Portland, Oregon. There are approximately 9.6 million people who live within 180 miles of the resort.

      Upon completion, Great Wolf Lodge of Chehalis, Washington will have 317 guest suites and an approximately 52,000 square-foot indoor waterpark. The resort will offer a number of revenue-enhancing amenities, including family restaurants, a full-service Aveda^® concept spa, game arcade, gift shop, confectionery and an approximately 30,000 square-foot conference center. The resort also will include non-revenue-generating amenities such as a fitness center and outdoor recreation area. We anticipate that this resort will open in late 2007.

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Great Wolf Lodge of Grapevine, Texas

      In September 2005, we purchased a 51-acre site in Grapevine, Texas, for development of a Great Wolf Lodge resort. Grapevine is a popular family destination featuring family-oriented attractions and recreational activities. The resort will be a thirty minute drive from Dallas and Fort Worth. The Dallas and Fort Worth region is the 7th largest market area in the United States, and the resort will have a higher population within a 60-mile radius than any existing Great Wolf Lodge resort.

      Upon completion, Great Wolf Lodge of Grapevine, Texas will have 400 guest suites and an approximately 70,000 square-foot indoor waterpark. The resort will offer a number of revenue-enhancing amenities, including family restaurants, a full-service Aveda^® concept spa, game arcade, gift shop and confectionery. The resort will also include non-revenue-generating amenities such as a fitness center and outdoor recreation area. We currently anticipate that this resort will open in late 2007.

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 of our resorts generally contains at least one themed restaurant, an ice cream shop and confectionery, snack shop, an Aveda^® concept spa, gift shop and game arcade. The average non-room revenue, including the revenue from these amenities, was approximately $110 per occupied room night for the year ended December 31, 2005 and $127 for the quarter ended March 31, 2006. 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 increasing 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

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year, has approximately 100 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 should 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 signature treehouse waterfort, 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 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 resorts each year for the next several years. 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.

• Selective Sales of Ownership Interests/Recycling of Capital: We will selectively consider opportunities to sell partial or whole interests in one or more of our owned and operated properties, as we did in our recent CNL joint venture. We intend to continue to manage all of our branded Great Wolf Lodge resorts, and we will consider transactions that allow us to maintain our management/licensing position at a resort while realizing value created through our development expertise. In those situations, we expect to then recycle capital generated by such transactions for investment in future growth opportunities.

• 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 entered into joint ventures with Paramount Parks, Inc., CNL Income Properties, and The Confederated Tribes of the Chehalis Reservation.

• 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.

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• 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.

Our Competitive Strengths

      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 in repeat visits and referrals. For the quarter ended March 31, 2006, we generated approximately 51% of our rooms 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 1,970 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 in recent 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 has a population 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. 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 $85.0 million to $110.0 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

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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.

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Experienced Management Team and Committed and Motivated Staff. Our senior management team has significant 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.

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 to the United States in Wisconsin Dells, Wisconsin, and has evolved there over the past 16 years. In an effort to boost occupancy and daily rates, 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. 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 Wolf Resorts 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 survey by Hotel & Leisure Advisors (H&LA), a national hospitality consulting firm, identified 30 existing properties in the United States and Canada meeting its definition of an indoor waterpark destination resort that opened through 2005. In 2006, a total of 12 indoor waterpark destination resorts are expected to open and 7 resorts are either expanding their waterparks or adding a waterpark to their property. H&LA defines an indoor waterpark destination resort as a property with a minimum of 30,000 square feet of indoor waterpark aquatic area inclusive of various slides, tubes, and attractions connected to a hotel with various amenities.

      Most of our resorts are located in well-established, traditional drive-to family vacation destinations, which allow 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.

Resort Operations

      Each resort employs a general manager who is responsible for the operations of the particular resort and who typically has many years of experience in the hospitality or family entertainment industry. Our general managers oversee a staff of 300 or more resort employees and are assisted by an extensive management team, including directors for each of human resources, food and beverage, housekeeping, aquatics, maintenance, sales and

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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 approximately 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.

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

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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. On-site maintenance personnel frequently inspect our waterparks. 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. Each resort has six full-time maintenance employees on staff that ensure building quality and three full-time 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.

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 both emerging and 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 generally 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.

      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 generally takes from two to four years.

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Competition

      Our resorts compete with other forms of family vacation travel, including theme parks, waterparks, 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 survey by H&LA, a national hospitality consulting firm, identified 30 existing properties in the United States and Canada meeting its definition of an indoor waterpark destination resort that opened through 2005. In 2006, a total of 12 indoor waterpark destination resorts are expected to open and 7 resorts are either expanding their waterparks or adding a waterpark to their property. H&LA defines an indoor waterpark destination resort as a property with a minimum of 30,000 square feet of indoor waterpark aquatic area inclusive of various slides, tubes, and attractions connected to a hotel with various amenities.

      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 a result, 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. In addition to Wisconsin Dells, we face direct competition from other indoor waterpark destination resorts in the Sandusky and Traverse City areas.

      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.

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

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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 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 resort in the Pocono Mountains is our only property subject to such laws and regulations governing the discharge of water into waterways. In March of 2006, we received a notice of violation from the Pennsylvania Department of Environmental Protection because our Pocono Mountains property exceeded certain wastewater discharge limits mandated by our discharge permit. We have identified the causes of the problems, and we are working with the Department of Environmental Protection to ensure that the corrective measures we are implementing will enable us to comply with these laws and regulations as we operate that property. Pennsylvania regulators may seek to impose penalties in connection with these violations, but, to date, no penalties have been proposed.

      As a place of public accommodation, our resorts are subject to the requirements of 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

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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 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.

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Insurance

      We believe that our properties are covered by adequate fire, flood (where appropriate) 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 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.

Legal Proceedings

      On November 21, 2005, a purchaser of our securities filed a lawsuit against us and certain of our officers and directors in the United States District Court for the Western District of Wisconsin. The complaint alleges that the defendants violated federal securities laws by making false or misleading statements regarding our internal controls and ability to provide financial guidance and forecasts in registration statements filed in connection with the IPO and in press releases issued in 2005. The complaint was amended on December 8, 2005 to add underwriters and accountants as additional defendants. Additional complaints alleging substantially similar claims were filed by other purchasers of our securities in the Western District of Wisconsin on December 1, 2005 and January 6, 2006. On December 16, 2005, a purchaser of our securities filed a lawsuit against us, certain of our current and past officers and directors, and our underwriters and accountants in the Circuit Court for Dane County, Wisconsin, alleging that we made false and misleading statements in our IPO-related documents, and making other allegations. This last lawsuit was removed to Federal court and consolidated with the other lawsuits. All of these lawsuits purport to be filed on behalf of a class of shareholders who purchased our common stock between certain specified dates and seek unspecified compensatory damages, attorneys’ fees, costs, and other relief.

      The Federal court has appointed a lead plaintiff, who filed a consolidated class action complaint on March 20, 2006 that supercedes the prior complaints. The complaint alleges that we, certain officers and directors, and the underwriters in the IPO violated securities laws in the IPO, based on our November 2005 announcement that we would restate certain financial statements to reflect a change in the application of purchase method accounting in the acquisition of two of our resorts. The complaint also bases these claims on our July 2005 announcement that earnings fell short of expectations for the second quarter of 2005. We and the other defendants filed motions to dismiss all of these claims. In a decision and order dated June 13, 2006, the Federal court granted the motions to dismiss, dismissing all claims. The court entered judgment dismissing all the claims on June 15, 2006. The plaintiffs have a right to appeal the order and judgment and their time to do so has not yet expired.

      While we believe these lawsuits are without merit and intend to defend them vigorously, we are unable to predict the outcome of any further proceedings, including an appeal, or quantify their eventual impact on our company. An unfavorable outcome in these cases could have a material adverse effect on our financial condition or results of operations.

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      In addition, we are involved in other litigation from time to time in the ordinary course of our business. We do not believe that the outcome of any such pending or threatened litigation will have a material adverse effect on our financial condition or results of operations. However, as is inherent in legal proceedings where issues may be decided by finders of fact, there is a risk that unpredictable decisions adverse to the company could be reached.

Employees

      As of March 31, 2006, we had approximately 170 corporate employees, including our central reservations center employees, and approximately 2,150 resort-level employees, approximately 750 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.

Offices

      We lease approximately 13,800 square feet of office space for our corporate headquarters office and approximately 5,600 square feet of office space for our central reservations call center operations in Madison, Wisconsin. We also lease approximately 3,800 square feet of office space in Falls Church, Virginia. We believe these facilities are adequate for our current needs.

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MANAGEMENT

      The following table sets forth information about our executive officers and directors.

Name	Position
John Emery	Chief Executive Officer and Director
Kimberly K. Shaefer	Chief Operating Officer
James A. Calder	Chief Financial Officer
Hernan R. Martinez	President of the Development Division
Bill Croke	Executive Vice President of Operations
J. Michael Schroeder	General Counsel and Corporate Secretary
Alexander P. Lombardo	Treasurer
Bruce D. Neviaser	Chairman of the Board of Directors
Elan Blutinger(3)	Director
Randy Churchey(1)(2)	Director
Michael M. Knetter(1)(3)	Director
Alissa N. Nolan(2)(3)	Director
Howard Silver(1)(2)	Director

(1)	Audit committee member
(2)	Compensation committee member
(3)	Nominating and corporate governance committee member

     John Emery, age 42. Mr. Emery has served as our Chief Executive Officer and director since we commenced operations in May 2004. From January 2004 until completion of the IPO, 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. 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.

      Kimberly K. Schaefer, age 40. Ms. Schaefer has served as our Chief Operating Officer since March 2005. Prior to that, she served as our Chief Brand Officer since we commenced operations in May 2004. From May 1997 until completion of the IPO, Ms. Schaefer served as Senior Vice President of Operations of Great Lakes. 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 sits on the advisory board for Edgewood College Business School. Ms. Schaefer is a certified public accountant.

      James A. Calder, age 43. Mr. 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.

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      Hernan R. Martinez, age 53. Mr. Martinez has served as President of the Development Division since July 2005. From May 2004 through June 2005, Mr. Martinez served as our Executive Vice President of Development. 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.

      Bill Croke, age 57. Mr. Croke has served as our Executive Vice President of Operations since December 2005. From May 1997 to December 2005, Mr. Croke was the executive vice president of operations for Interstate Hotels & Resorts, where he was responsible for the overall operations of MeriStar Hospitality Corporation’s portfolio of hotels, conference centers and resorts under Interstate’s management. Prior to that, Mr. Croke was with Trusthouse Forte Hotels in Europe, Canada and the United States for 25 years. Mr. Croke graduated from the Shannon college of Hotel Management in Ireland.

      J. Michael Schroeder, age 39. Mr. Schroeder has served as our General Counsel and Corporate Secretary since we commenced operations in May 2004. From November 1999 until completion of the IPO, Mr. Schroeder served in several senior management positions for Great Lakes, most recently as Senior Vice President and General Counsel. From 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, age 37. Mr. 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.

      Bruce D. Neviaser, age 50. Mr. 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 until completion of the initial public offering served as the Co-Chairman of Great Lakes, where he was involved in strategic planning, investment structuring and obtaining debt and equity capital. Mr. Neviaser has over 25 years of experience in hotel and commercial real estate management, development and acquisition. He is currently a General Partner of Continuum Investment Partners, a Wisconsin investment firm. 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.

      Elan Blutinger, age 51. Mr. Blutinger has been a managing director of Alpine Consolidated, LLC, a merchant banking fund that specializes in consolidating fragmented industries, since 1996. Mr. Blutinger serves as a director of Vacanza Technology, a private company. Mr. Blutinger served as a director of Hotels.com (NASDAQ: ROOM) from 2001 to 2003. Mr. Blutinger was a founder and director of Resortquest International (NYSE: RZT) from 1997 to 2003, a founder and director of Travel Services International (NASDAQ: TRVL) from 1996 to 2001, and a director of Online Travel Services (LSE: ONT), a U.K.-based online travel and technology company, from 2000 to 2004. Mr. Blutinger is a trustee of the Washington International School in Washington, D.C. Mr. Blutinger has served as one of our independent directors since 2004.

      Randy Churchey, age 45. Mr. Churchey became the President and Chief Executive Officer of Golden Gate National Senior Care (the successor to Beverly Enterprises), effective March 15, 2006. Golden Gate National Senior Care is the second largest long-term care company in the United States. Mr. Churchey also serves as Chief Executive Officer of Encore Real Estate Company, LLC, a hotel construction and management company.

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Mr. Churchey served as President and Chief Operating Officer of RFS Hotel Investors, Inc., a NYSE-listed hotel real estate investment trust, from November 1999 through July 2003. Mr. Churchey served as a director of RFS from July 2000 through July 2003. From 1997 to 1999, he served as Senior Vice President and Chief Financial Officer of FelCor Lodging Trust, Inc., a NYSE-listed hotel real estate investment trust. For approximately 15 years prior to joining FelCor, Mr. Churchey held various positions with Coopers & Lybrand, L.L.P. Mr. Churchey currently serves on the Board of Trustees of Innkeepers USA Trust, an NYSE-listed hospitality real estate investment trust, and Education Realty Trust, a NYSE-listed student housing real estate investment trust. Mr. Churchey holds a B.S. degree in accounting from the University of Alabama and is a Certified Public Accountant. Mr. Churchey has served as one of our independent directors since 2004.

      Michael M. Knetter, age 46. Mr. 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 director of Wausau Paper, a NYSE-listed paper products company. Dean Knetter has served as one of our independent directors since 2004.

      Alissa N. Nolan, age 42. Ms. Nolan is a long time entertainment/attractions industry analyst and consultant. Since January 2006, she has served as a strategic, development and investment advisor to a variety of leading international groups. From January 2001 through December 2005, she served as Director of Strategic Planning and Development with The Tussauds Group. Prior to joining Tussauds, Ms. Nolan was a Director and Principal with Economics Research Associates, a specialist advisor to global attractions and leisure operators, developers and investors from 1993 to 1999. After leaving Economics Research Associates and prior to joining Tussauds, Ms. Nolan served as a private consultant. Ms. Nolan currently serves as one of our independent directors and as a member of our compensation committee and our nominating and corporate governance committee.

      Howard Silver, age 51. Mr. Silver is the president and chief executive officer of Equity Inns, Inc., a public self-advised hotel real estate investment trust. Mr. Silver joined Equity Inns in May 1994 and has served in various capacities including: executive vice president of finance, secretary, treasurer, chief financial officer and chief operating 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 trust, and serves on its audit committee as chairman, as well as serving on the nomination and investment committees. Mr. Silver is also on the board of managers of GHII, LLC, a national hotel furniture and equipment provider. Mr. Silver has served as one of our independent directors since 2004.

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DESCRIPTION OF TRUST PREFERRED SECURITIES

      The following is a description of the material terms of the trust preferred securities.

      GW Trust will issue the trust preferred securities under the terms of the declaration. The declaration will be qualified under the Trust Indenture Act of 1939. Wilmington Trust Company will act as the property trustee for purposes of complying with the Trust Indenture Act of 1939. The terms of the trust preferred securities will include those stated in the declaration and the Delaware Statutory Trust Act and those made part of the declaration by the Trust Indenture Act of 1939. As a result, you should also read the declaration, the Delaware Statutory Trust Act and the Trust Indenture Act. Forms of the declaration and trust preferred securities are on file with the SEC as exhibits to the registration statement of which this prospectus forms a part.

      References in this section to “we,” “our,” “us,” “our company” and “Great Wolf Resorts” refer to Great Wolf Resorts, Inc. only and not on a consolidated basis with our subsidiaries.

General

      The trust preferred securities will represent preferred undivided beneficial interests in the assets of GW Trust. The only assets of GW Trust, and its only source of revenues, will be the junior subordinated debentures purchased by GW Trust with the proceeds from the sale of its trust securities. Accordingly, distribution and other payment dates for the trust securities will correspond with the interest and other payment dates for the junior subordinated debentures. If Great Wolf Resorts does not make payments on the junior subordinated debentures in accordance with their terms, GW Trust will not have funds available to pay distributions or other amounts payable on the trust securities issued by GW Trust in accordance with their terms.

      The trust preferred securities will be limited to $          in aggregate liquidation amount outstanding (or $          in aggregate liquidation amount if the underwriters purchase all the additional trust preferred securities they are entitled to purchase pursuant to their over-allotment option). The trust preferred securities will rank equal to, and payments will be made on the trust preferred securities on a proportional basis with, the common securities. However, the trust preferred securities will rank prior to the common securities as to payment if there occurs a debenture default as described under “—Subordination of Common Securities.” Payments on the trust preferred securities will be fully and unconditionally guaranteed by Great Wolf Resorts to the extent described under “Description of Guarantee.” The declaration does not permit GW Trust to issue any securities other than the trust securities or to incur any indebtedness.

      Great Wolf Resorts will register the junior subordinated debentures in the name of GW Trust. The property trustee will hold the junior subordinated debentures in trust for the benefit of the holders of the trust securities.

Distributions

      Distributions on the trust preferred securities will be fixed at an annual rate of $           per trust preferred security which represents      % of the liquidation amount of $25 for each trust preferred security, subject to an increase to $          per trust preferred security during an Increased Rate Period, which represents           % and           % of the liquidation amount of $25 for each trust preferred security, respectively. Distributions will be payable quarterly in arrears on March      , June      , September      and December      of each year, beginning September      , 2006. If GW Trust is dissolved and its assets distributed, for each trust preferred security you own, you will be entitled to receive the liquidation amount (which may be paid in the form of a distribution of a like amount of junior subordinated debentures) of $25 plus accumulated but unpaid distributions from the assets of GW Trust available for distribution, after it has paid or made reasonable provision to pay, in accordance with Section 3808(e) of the Delaware Statutory Trust Act, liabilities owed to its creditors. See “— Liquidation Distribution upon Dissolution.” Distributions to which holders of the trust preferred securities are entitled and that are past due will accumulate additional distributions at an annual rate of      % of the unpaid distributions, compounded quarterly. The term “distribution” includes any additional distributions payable unless otherwise stated.

      If a Special Event occurs, then the interest rate payable on any outstanding junior subordinated debentures (and therefore the distribution rate payable on the trust preferred securities) shall increase to      % per

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$25 principal amount of junior subordinated debentures (and      % per $25 liquidation amount per trust preferred security), beginning on the 30th calendar day after the Special Event occurs until the earlier of (a) a Special Event Termination (as defined below), and (b) the maturity date of the junior subordinated debentures. Great Wolf Resorts will have the option to redeem the junior subordinated debentures at any time during an Increased Rate Period until any Special Event Termination, as described below. If the trust preferred securities are again listed on the NYSE or AMEX or quoted on the Nasdaq and Great Wolf Resorts becomes subject to the reporting requirements of the Exchange Act, which we refer to as a Special Event Termination, then the Increased Rate Period will cease and the interest rate payable on the junior subordinated debentures (and the distribution rate payable on the trust preferred securities) will return to the rate in existence before the Increased Rate Period.

      The amount of distributions payable for any period less than a full distribution period will be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in a partial month in that period. Distributions on the trust preferred securities will accumulate from and including the most recent distribution payment date to which distributions have been paid or duly provided for, or, if no distributions have been paid or duly provided for, from and including June      , 2006 until, but excluding the date the liquidation amount has been paid or duly made available for payment. The amount of distributions payable for any full distribution period will be computed by dividing the rate per annum by four.

      Distributions on the trust preferred securities:

• will be cumulative;

• will accumulate from and including                 , 2006, the date of initial issuance of the trust preferred securities; and

• will be payable quarterly in arrears on March      , June      , September      and December      of each year, beginning September      , 2006 and will be payable to the holder of record, as described below.

      Funds available for distribution will be limited to payments received from Great Wolf Resorts on the junior subordinated debentures.

Payment of Distributions

      GW Trust will pay distributions on the trust preferred securities to DTC, which will credit the relevant accounts at DTC on the applicable payment dates, or if DTC does not then hold the trust preferred securities, GW Trust will make the payments by check mailed to the addresses of the holders as such addresses appear on the books and records of GW Trust on the relevant record dates. However, a holder of $1 million or more in aggregate liquidation amount of trust preferred securities may receive distribution payments, other than distributions payable at maturity, by wire transfer of immediately available funds upon written request to the property trustee, in its capacity as securities registrar under the declaration, not later than 15 calendar days prior to the date on which the distribution is payable. The record dates will be the 15th calendar day, whether or not a business day, before the relevant payment date.

      GW Trust will pay distributions through the property trustee. The property trustee will hold amounts received from the junior subordinated debentures in the payment account for the benefit of the holders of the trust preferred securities and the common securities.

      If a distribution is payable on a day that is not a business day, then that distribution will be paid on the next day that is a business day, and without any interest or other payment for any delay, with the same force and effect as if made on the payment date.

      A business day is a day other than (a) a Saturday or Sunday, and (b) a day on which banking institutions in Wilmington, Delaware and The City of New York, New York are authorized or required by law or executive order to close.

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Deferral of Distributions

      As long as there is no debenture event of default, Great Wolf Resorts has the right to defer payments of interest on the junior subordinated debentures at any time and from time to time by extending the interest payment period for a period (an “extension period”) of up to six consecutive quarters, but not beyond the maturity of the junior subordinated debentures.

      As a consequence, during an extension period, GW Trust will defer payment of the quarterly distributions on the trust preferred securities. The accumulated but unpaid distributions will continue to accumulate additional distributions, as permitted by applicable law, at an annual rate equal to the then current distribution rate, compounded quarterly, during the extension period.

      During any period in which Great Wolf Resorts defers interest payments on the junior subordinated debentures, it will be restricted, subject to specified exceptions, from:

• declaring or paying any dividends or distributions on, or redeeming, purchasing, acquiring or making a liquidation payment on, any shares of its capital stock; and

• making payments on or repaying, repurchasing or redeeming any of its debt securities that rank equal or junior to the junior subordinated debentures.

See “Description of Junior Subordinated Debentures—Option to Extend Interest Payment Period” and “—Restrictions on Certain Payments; Certain Covenants of Great Wolf Resorts” for more information regarding these restrictions and the applicable exceptions.

      If GW Trust defers distributions, the deferred distributions, including accumulated additional distributions, will be paid on the distribution payment date following the last day of the extension period to the holders on the record date for that distribution payment date. Upon termination of an extension period and payment of all amounts due on the trust preferred securities, Great Wolf Resorts may elect to begin a new extension period, subject to the above conditions. Consequently, there could be multiple extension periods of varying lengths throughout the term of the junior subordinated debentures.

      Great Wolf Resorts has no current intention of deferring payments of interest by extending the interest payment period on the junior subordinated debentures.

Subordination of Common Securities

      Payment of distributions on, and other amounts payable under, the trust preferred securities issued by GW Trust will be made proportionately based on the liquidation amount of the trust preferred securities and the common securities. However, if on any distribution date or other payment date, a debenture default has occurred and is continuing, no payment of any distribution on, or other amounts payable under, the common securities will be made unless cash payment in full of all accumulated amounts then due and payable with respect to all of GW Trust’s outstanding trust preferred securities has been made or provided for, and all funds immediately available to the property trustee will first be applied to the cash payment in full of all distributions on, and all other amounts with respect to, trust preferred securities then due and payable.

      In the case of any event of default under the declaration occurring as a result of a debenture default, the holders of GW Trust’s common securities will have no right to act with respect to the event of default under the declaration until the effects with respect to the trust preferred securities of all events of default resulting from a debenture default have been cured, waived or otherwise eliminated. Until all of the events of default resulting from a debenture default have been cured, waived, or otherwise eliminated, the property trustee will act solely on behalf of the holders of the trust preferred securities and not on behalf of the holders of the common securities, and only the holders of the trust preferred securities will have the right to direct the property trustee to act on their behalf.

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Redemption

      When Great Wolf Resorts repays or redeems the junior subordinated debentures, whether at maturity or upon earlier redemption, the property trustee will apply the proceeds from the repayment or redemption to redeem trust preferred securities and common securities having an aggregate liquidation amount equal to that portion of the principal amount of junior subordinated debentures being repaid or redeemed. With respect to each of the redemption rights specified below, the redemption price per security will equal the $25 liquidation amount, plus accumulated but unpaid distributions to but excluding the redemption date.

      If less than all of the junior subordinated debentures are to be repaid or redeemed, then the aggregate liquidation amount of the trust preferred securities and the common securities to be redeemed will be allocated approximately 3% to the common securities and 97% to the trust preferred securities, except in the case of a debenture default. See “—Subordination of Common Securities.”

      Great Wolf Resorts will have the right to redeem the junior subordinated debentures:

• on or after June      , 2011, in whole or in part, on one or more occasions, at any time; or

• before June      , 2011, in whole, but not in part, at any time within 90 calendar days following the occurrence and continuation of a tax event or an investment company event, each as defined below; or

• on and after the 30th calendar day after a Special Event but prior to any Special Event Termination.

      A redemption of the junior subordinated debentures will cause a mandatory redemption of the trust preferred securities and the common securities. See “Description of Junior Subordinated Debentures—Redemption.”

      “Tax event” means the receipt by GW Trust of an opinion of counsel experienced in such matters, who is not an officer or employee of Great Wolf Resorts or any of its affiliates, to the effect that as a result of:

• any amendment to, or change, including any announced prospective change, in the laws, or any regulations thereunder, of the United States or any political subdivision thereof or taxing authority therein affecting taxation which is effective on or after the date of this prospectus; or

• any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations which is announced on or after the date of this prospectus;

      there is more than an insubstantial risk that:

      (1) GW Trust is, or will be within 90 days of the delivery of the opinion of counsel, subject to United States federal income tax with respect to income received or accrued on the junior subordinated debentures;

      (2) interest payable by Great Wolf Resorts to GW Trust on the junior subordinated debentures is not, or will not be within 90 days of the delivery of the opinion of counsel, deductible by Great Wolf Resorts, in whole or in part, for United States federal income tax purposes; or

      (3) GW Trust is, or will be within 90 days of the delivery of the opinion of counsel, subject to more than a de minimis amount of taxes, duties or other governmental charges.

      If a tax event has occurred and is continuing and GW Trust is the holder of all the junior subordinated debentures, Great Wolf Resorts will pay any additional sums required so that distributions on the trust preferred securities will not be reduced by any additional taxes, duties or other governmental charges payable by GW Trust as a result of the tax event. See “Description of Junior Subordinated Debentures—Additional Sums.”

      Notwithstanding anything above to the contrary, a tax event will not include any event described above that requires us for U.S. federal income tax purposes to defer taking a deduction for any original issue discount, or OID, that accrues with respect to the junior subordinated debentures until the interest payment related to such OID is paid by us in cash.

      “Investment company event” means the receipt by GW Trust of an opinion of counsel experienced in such matters, who is not an officer or employee of Great Wolf Resorts or any of its affiliates, to the effect that, as a result of the occurrence of a change in law or regulation or a written change, including any announced

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prospective change, in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that GW Trust is or will be considered an “investment company” that is required to be registered under the Investment Company Act of 1940, which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of this prospectus.

      Great Wolf Resorts’ right to redeem the junior subordinated debentures due to a tax event or investment company event is subject to the condition that, if Great Wolf Resorts or GW Trust has the opportunity to eliminate, within the 90-day period specified above, the tax event or investment company event by taking some ministerial action that will have no adverse effect on Great Wolf Resorts, GW Trust or the holders of the trust preferred securities and the common securities and will involve no material cost, Great Wolf Resorts will pursue such measures in lieu of redemption. Great Wolf Resorts cannot redeem the junior subordinated debentures while either it or GW Trust is pursuing any ministerial action under the declaration as described above.

      A “Special Event” means both (1) the trust preferred securities cease to be listed on the NYSE or the AMEX or quoted on the Nasdaq, and (2) Great Wolf Resorts ceases to be subject to the reporting requirements of the Exchange Act, but the trust preferred securities remain outstanding.

Redemption Procedures

      GW Trust may redeem trust preferred securities only in an amount equal to the funds it has on hand and legally available to pay the redemption price.

      The property trustee will mail written notice of the redemption of the trust preferred securities to the registered holders at least 30 but not more than 60 days before the date fixed for redemption. If GW Trust gives a notice of redemption, then, by 12:00 noon, New York City time, on the date of redemption, if the funds are available for payment, the property trustee will, for trust preferred securities held in book-entry form:

• irrevocably deposit with DTC funds sufficient to pay the redemption price; and

• give DTC irrevocable instructions and authority to pay the redemption price to the holders of the trust preferred securities.

Any such redemption or notice may, at Great Wolf Resorts’ discretion, be subject to the satisfaction of one or more conditions precedent.

      With respect to trust preferred securities not held in book-entry form, if funds are available for payment, the property trustee will:

• irrevocably deposit with the paying agent funds sufficient to pay the redemption price; and

• give the paying agent irrevocable instructions and authority to pay the redemption price to the holders of trust preferred securities upon surrender of their certificates evidencing the trust preferred securities.

      Notwithstanding the above, distributions payable on or prior to the date of redemption for any trust preferred securities called for redemption will be payable to the holders of the trust preferred securities on the relevant record dates.

      Once notice of redemption is given and funds are deposited, then all rights of the holders of the trust preferred securities called for redemption will terminate, except the right to receive the redemption price, but without any interest or other payment for any delay in receiving it. If notice of redemption is given and funds deposited as required, the trust preferred securities then will cease to be outstanding.

      If any date fixed for redemption is not a business day, then payment of the redemption price will be made on the next day that is a business day, without any interest or other payment for the delay.

      If payment of the redemption price for the trust preferred securities called for redemption is improperly withheld or refused and not paid either by GW Trust or by Great Wolf Resorts under the guarantee, then distributions on those trust preferred securities will continue to accumulate at the then applicable rate, from and

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including the date of redemption to but excluding the date of actual payment. In this case, the actual payment date will be the date fixed for redemption for purposes of calculating the redemption price.

      Subject to the above and applicable law, including United States federal securities laws, Great Wolf Resorts or its affiliates may at any time and from time to time purchase outstanding trust preferred securities by tender, in the open market or by private agreement, and may resell any such purchased trust preferred securities.

      If less than all the trust preferred securities and common securities are redeemed, then the aggregate liquidation amount of the trust preferred securities and the common securities to be redeemed normally will be allocated approximately 3% to the common securities and 97% to the trust preferred securities. However, if there has occurred a debenture default, holders of the trust preferred securities will be paid in full before any payments are made to holders of the common securities. See “—Subordination of Common Securities” for a more complete discussion. The property trustee will select the particular trust preferred securities to be redeemed on the pro rata basis not more than 60 days prior to the date of redemption by any method the property trustee deems fair and appropriate or, if the trust preferred securities are then held in book-entry form, in accordance with DTC’s customary procedures.

Liquidation Distribution upon Dissolution

      The amount payable on the trust preferred securities in the event of any liquidation of GW Trust is the liquidation amount of $25 per trust preferred security plus accumulated but unpaid distributions, subject to certain exceptions, which may be paid in the form of a distribution of junior subordinated debentures.

      Great Wolf Resorts can at any time dissolve GW Trust. If GW Trust dissolves and it has paid or made reasonable provision to pay, in accordance with Section 3808(e) of the Delaware Statutory Trust Act, the liabilities owed to its creditors, the junior subordinated debentures may, except in connection with a redemption of the trust securities, be distributed to the holders of the trust preferred securities and common securities.

      The declaration states that GW Trust will dissolve automatically on June      , 2041 or earlier upon:

      (1) the bankruptcy, dissolution or liquidation of Great Wolf Resorts;

      (2) written direction by Great Wolf Resorts to the property trustee to dissolve GW Trust and distribute junior subordinated debentures to the holders of the trust preferred securities, which direction, subject to the foregoing restrictions, is optional and wholly within the discretion of Great Wolf Resorts;

      (3) the redemption of all the trust preferred securities in connection with the redemption of all the junior subordinated debentures or the maturity of the junior subordinated debentures; or

      (4) the entry of an order for the dissolution of GW Trust by a court of competent jurisdiction.

      If GW Trust dissolves as described in clauses (1), (2) or (4) above, after GW Trust pays all amounts owed to creditors, as provided by applicable law, holders of the trust preferred securities and the common securities will be entitled to receive:

•   junior subordinated debentures having a principal amount equal to the liquidation amount of the trust preferred securities and the common securities of the holders; or

• a cash amount equal to, in the case of holders of trust preferred securities, the aggregate liquidation amount plus accumulated but unpaid distributions to but excluding the date of payment.

      If GW Trust cannot pay the full amount due on the trust preferred securities and the common securities because it has insufficient assets for payment, then the amounts GW Trust owes on the trust preferred securities will be proportionately allocated. The holders of the common securities will be entitled to receive distributions upon any liquidation on a pro rata basis with the holders of the trust preferred securities, except that if there occurs a debenture default, GW Trust will pay the total amounts due on the trust preferred securities before making any distribution on the common securities. See “—Subordination of Common Securities.”

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      After the liquidation date is fixed for any distribution of junior subordinated debentures, upon dissolution of GW Trust:

• the trust securities will no longer be deemed to be outstanding;

• DTC or its nominee, as the registered holder of trust preferred securities, will receive a registered global certificate or certificates representing the junior subordinated debentures to be delivered upon distribution with respect to trust preferred securities held by DTC or its nominee; and

• any certificates representing trust preferred securities not held by DTC or its nominee will be deemed to represent junior subordinated debentures having an aggregate principal amount equal to the liquidation amount of the trust preferred securities, and bearing accrued but unpaid interest equal to accumulated but unpaid distributions on the trust preferred securities, until the holder of those certificates presents them to the securities registrar for the trust preferred securities for transfer or reissuance.

Trust Preferred Securities Events of Default; Notice

      Any one of the following events will constitute an event of default under the declaration, which we refer to as a “trust preferred securities event of default,” regardless of the reason for the trust preferred securities event of default and whether it is voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

• the occurrence of a debenture default;

• default by GW Trust or the property trustee in the payment of any distribution on the trust preferred securities when it becomes due and payable, and continuation of the default for a period of 30 days;

• default by GW Trust or the property trustee in the payment of any redemption price of any trust security issued pursuant to its declaration when it becomes due and payable;

• default in the performance, or breach, in any material respect, of any covenant or warranty of the property trustee and Delaware trustee (other than a covenant or warranty described above dealing with default in the payment of any distribution or redemption price) and continuation of such default or breach for a period of 60 days after written notice has been given, by registered or certified mail, to the property trustee and Delaware trustee and Great Wolf Resorts by the holders of at least 25% in aggregate liquidation amount of the trust preferred securities outstanding, which notice must specify the default or breach, demand it be remedied and state that it is a “Notice of Default” under the declaration; or

• the occurrence of certain events of bankruptcy or insolvency with respect to the property trustee or all or substantially all of its property if a successor property trustee has not been appointed within 90 days of the event.

      Within ten business days after the occurrence of any trust preferred securities event of default actually known to the property trustee, the property trustee will transmit notice of the event of default to the holders of the trust securities and the administrative trustees, unless the trust preferred securities event of default has been cured or waived. In addition, the property trustee will notify each holder of the trust preferred securities of any notice of default received by it with respect to the junior subordinated debentures. Great Wolf Resorts, as sponsor, and the administrative trustees will be required to file annually with the property trustee a certificate as to whether or not GW Trust is in compliance with all the conditions and covenants under the declaration.

      If a debenture default has occurred and is continuing, the trust preferred securities issued by GW Trust will have a preference over the common securities with respect to payments of any amounts in respect of the trust preferred securities as described above under “—Subordination of Common Securities.”

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Removal of Trustees; Appointment of Successors

      The holders of at least a majority in aggregate liquidation amount of the outstanding trust preferred securities may remove the property trustee or the Delaware trustee for cause or, if a debenture default has occurred and is continuing, with or without cause. If a property trustee or Delaware trustee resigns or is removed, the holders of at least a majority in aggregate liquidation amount of common securities or, if a debenture default has occurred and is continuing, the holders of at least a majority in liquidation amount of the outstanding trust preferred securities will appoint its successor. If a successor has not been appointed by the holders, any holder of trust securities may petition a court of competent jurisdiction to appoint a successor. Any Delaware trustee must meet the applicable requirements of Delaware law. Any property trustee must be a national or state-chartered bank and at the time of appointment have capital and surplus of at least $50,000,000. No resignation or removal of a property trustee or Delaware trustee and no appointment of a successor trustee shall be effective until the acceptance of appointment by the successor trustee in accordance with the provisions of the declaration.

Merger or Consolidation of Property or Delaware Trustees

      Any entity into which the property trustee or Delaware trustee is merged or converted or with which it is consolidated, or any entity resulting from any merger, conversion or consolidation to which the property trustee or the Delaware trustee is a party, or any entity succeeding to all or substantially all the corporate trust business of the property trustee or the Delaware trustee, will be the successor of the property trustee or Delaware trustee under the declaration, provided it is otherwise qualified and eligible.

Mergers, Consolidations, Amalgamations or Replacements of GW Trust

      GW Trust may not merge with or into, consolidate or amalgamate with, be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any entity, except as described below or as otherwise set forth in the declaration. GW Trust may, at the request of the holders of its common securities and with the consent of the holders of at least a majority in aggregate liquidation amount of its outstanding trust preferred securities, merge with or into, consolidate or amalgamate with, be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, a trust organized as such under the laws of any state of the United States, so long as:

• the successor entity either:

• expressly assumes all the obligations of GW Trust with respect to the trust preferred securities; or

• substitutes for the trust preferred securities of GW Trust other securities having substantially the same terms as the trust preferred securities so long as the successor securities have the same priority as the trust preferred securities with respect to distributions and payments upon liquidation, redemption and otherwise;

• the successor entity has a trustee possessing the same powers and duties as the property trustee appointed to hold the junior subordinated debentures;

• the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the trust preferred securities of GW Trust (including any successor securities) to be downgraded by any nationally recognized statistical rating organization if the trust preferred securities are then rated;

• the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the trust preferred securities (including any successor securities) in any material respect;

• the successor entity has a purpose substantially identical to that of GW Trust;

• prior to the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the property trustee and Delaware trustee have received an opinion from independent counsel experienced in these matters to the effect that:

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• the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the trust preferred securities (including any successor securities) of GW Trust in any material respect;

• following the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither GW Trust nor the successor entity will be required to register as an “investment company” under the Investment Company Act of 1940; and

• Great Wolf Resorts or any permitted transferee to whom Great Wolf Resorts has transferred the common securities owns, directly or indirectly, all of the common securities of the successor entity and guarantees the obligations of the successor entity with respect to the successor securities at least to the extent provided by the guarantee with respect to the trust preferred securities.

Notwithstanding the foregoing, GW Trust may not, except with the consent of holders of 100% in aggregate liquidation amount of the trust preferred securities merge with or into, consolidate or amalgamate with, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to merge with or into, consolidate or amalgamate with, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause GW Trust or the successor entity to be taxable as a corporation for United States federal income tax purposes.

Voting Rights; Amendment of Declaration

      Except as provided below and under “—Removal of Trustees; Appointment of Successors” and “Description of Guarantee—Amendments and Assignment” and as otherwise required by law and the declaration, the holders of the trust preferred securities will have no voting rights.

      The declaration may be amended from time to time by the holders of at least a majority in aggregate liquidation amount of the common securities and the property trustee, without the consent of the holders of the trust preferred securities, to:

• cure any ambiguity, correct or supplement any provisions in the declaration that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under the declaration, provided that the amendment will not adversely affect in any material respect the interests of any holder of trust preferred securities or common securities; or

• modify, eliminate or add to any provisions of the declaration to the extent necessary to ensure that GW Trust will not be taxable as a corporation for United States federal income tax purposes at any time that any trust securities are outstanding or to ensure that GW Trust will not be required to register as an “investment company” under the Investment Company Act of 1940.

Any amendment of the declaration without the consent of the holders of the trust preferred securities and common securities will become effective when notice of the amendment is given to the holders of trust preferred securities and common securities.

      The declaration may be amended by the holders of at least a majority in aggregate liquidation amount of the common securities and the property trustee with:

• the consent of holders representing at least a majority in aggregate liquidation amount of the outstanding trust preferred securities; and

• receipt by the Delaware trustee and the property trustee of an opinion of counsel to the effect that the amendment or the exercise of any power granted to the Delaware trustee and the property trustee in accordance with the amendment will not cause GW Trust to be taxable as a corporation for United States federal income tax purposes or affect GW Trust’s exemption from status as an “investment company” under the Investment Company Act of 1940;

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except that, without the consent of each holder of trust securities affected, the declaration may not be amended to:

• change the amount or timing of any distribution on the trust preferred securities or common securities or otherwise adversely affect the amount of any distribution required to be made in respect of the trust preferred securities or common securities as of a specified date; or

• restrict the right of a holder of trust securities to institute suit for the enforcement of payment of any distribution on the trust preferred securities or common securities on or after such date.

      So long as any junior subordinated debentures are held by GW Trust, the property trustee will not:

• direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, or execute any trust or power conferred on the property trustee with respect to the junior subordinated debentures,

• waive any past default that may be waived under the indenture,

• exercise any right to rescind or annul a declaration of acceleration of the maturity of the principal amount of the junior subordinated debentures, or

• consent to any amendment, modification or termination of the indenture or junior subordinated debentures, where the consent is required,

without, in each case, obtaining the prior approval of the holders of at least a majority in aggregate liquidation amount of the outstanding trust preferred securities, except that, if a consent under the indenture would require the consent of each holder of the junior subordinated debentures affected, no consent will be given by the property trustee without the prior consent of each holder of the trust preferred securities.

      In addition to obtaining the foregoing approvals of the holders of the trust preferred securities, before taking any of the foregoing actions, the property trustee will obtain an opinion of counsel experienced in these matters to the effect that GW Trust will not be taxable as a corporation for United States federal income tax purposes on account of the action. The property trustee may not revoke any action previously authorized or approved by a vote of the holders of the trust preferred securities issued by GW Trust except by subsequent vote of the holders of the trust preferred securities.

      Any required approval of holders of trust preferred securities may be given at a meeting of holders of trust preferred securities convened for that purpose or pursuant to written consent. The property trustee will cause a notice of any meeting at which holders of trust preferred securities are entitled to vote to be given to each registered holder of trust preferred securities in the manner set forth in the declaration.

      No vote or consent of the holders of trust preferred securities will be required to redeem and cancel the trust preferred securities in accordance with the declaration.

      Any trust preferred securities that are owned by Great Wolf Resorts, the Delaware trustee, the property trustee, the administrative trustees, or any of their affiliates, will, for purposes of a vote or consent under any of the circumstances described above, be treated as if they were not outstanding.

Expenses and Taxes

      Great Wolf Resorts, as issuer of the junior subordinated debentures, will agree to pay all debts and other obligations (other than with respect to the trust preferred securities issued by GW Trust) and all costs and expenses of GW Trust (including costs and expenses relating to the organization of GW Trust, the fees and expenses of the Delaware trustee and property trustee on behalf of GW Trust and the costs and expenses relating to the operation of GW Trust) and to pay any and all taxes and all costs and expenses with respect to those taxes (other than United States withholding taxes) to which GW Trust might become subject. The foregoing obligations under the junior subordinated debentures owned by GW Trust are for the benefit of, and shall be enforceable by, any person to whom any of those debts, obligations, costs, expenses and taxes payable by GW Trust are owed, whether or not that person has received notice of the debts, obligations, costs, expenses or taxes. Any such person may enforce these obligations directly against Great Wolf Resorts, and Great Wolf Resorts will irrevocably waive

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any right or remedy to require that person to take any action against GW Trust or any other person before proceeding against Great Wolf Resorts. Great Wolf Resorts will also agree to execute additional agreements necessary or desirable to give full effect to the foregoing.

Payment and Paying Agency

      The paying agent for trust preferred securities will initially be the property trustee and any co-paying agent chosen by the property trustee and acceptable to the administrative trustees. The paying agent will be permitted to resign as paying agent upon 30 days’ written notice to the property trustee and the administrative trustees. If the property trustee is no longer the paying agent, the property trustee will appoint a successor (which must be a bank or trust company) reasonably acceptable to the administrative trustees to act as paying agent.

Registrar and Transfer Agent

      The property trustee will act initially as registrar and transfer agent for the trust preferred securities.

      Registration of transfers and exchanges of trust preferred securities will be effected without charge by or on behalf of GW Trust, but the property trustee may require payment to cover any tax or other governmental charges that may be imposed in connection with any transfer or exchange. GW Trust will not be required to register or cause to be registered the transfer of, or exchange or to cause to be exchanged, any trust preferred securities that have been called for redemption.

Information Concerning the Property Trustee

      The property trustee, other than during the occurrence and continuance of a trust preferred securities event of default, undertakes to perform only those duties specifically set forth in the declaration or provided by the Trust Indenture Act of 1939 and, after a trust preferred securities event of default has occurred that has not been cured or waived, must exercise the rights and powers vested in it by the declaration for the benefit of the holders of trust securities using the same degree of care and skill as a prudent person would exercise in the conduct of his or her own affairs. Subject to this provision, the property trustee is under no obligation to exercise any of the rights or powers vested in it by the declaration, other than those vested in it upon the occurrence of a trust preferred securities event of default, at the request of any holder of trust securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred in complying with the request or direction.

Miscellaneous

      The administrative trustees and the property trustee of GW Trust are authorized and directed to conduct the affairs of, and to operate, GW Trust in such a way that GW Trust will not be deemed to be an “investment company” required to be registered under the Investment Company Act of 1940 or taxed as a corporation for United States federal income tax purposes and so that the junior subordinated debentures owned by GW Trust will be treated as indebtedness of Great Wolf Resorts for United States federal income tax purposes. In this regard, the property trustee and the holders of common securities are authorized to take any action, not inconsistent with applicable law or the certificate of trust or the declaration of GW Trust, that the property trustee and the holders of common securities determine in their discretion to be necessary or desirable for those purposes, as long as the action does not materially adversely affect the interests of the holders of the trust preferred securities of GW Trust.

      Holders of the trust securities have no preemptive or similar rights.

      GW Trust may not borrow money, issue debt or mortgage or pledge any of its assets.

Issuance in Book-Entry Form

      DTC will act as securities depositary for the trust preferred securities. GW Trust will issue one or more fully registered global securities certificates in the name of DTC’s nominee, Cede & Co. These certificates will represent the total aggregate number of trust preferred securities. GW Trust will deposit these certificates with

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DTC or a custodian appointed by DTC. GW Trust will not issue certificates to you for the trust preferred securities that you purchase, unless DTC’s services are discontinued as described below.

      Book-entry interests in the securities may be transferred within DTC in accordance with procedures established for this purpose by DTC. Each person owning a beneficial interest in the trust preferred securities must rely on the procedures of DTC and the participant through which such person owns its interest to exercise its rights as a holder of the trust preferred securities.

      DTC has provided GW Trust and Great Wolf Resorts with the following information: DTC is a limited-purpose trust company organized under the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (“Direct Participants”) deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The rules applicable to DTC and its Direct and Indirect Participants are on file with the SEC.

      When you purchase trust preferred securities within the DTC system, the purchase must be made by or through a Direct Participant. The Direct Participant will receive a credit for the trust preferred securities on DTC’s records. You, as the actual owner of the trust preferred securities, are the “beneficial owner.” Your beneficial ownership interest will be recorded on the Direct and Indirect Participants’ records, but DTC will have no knowledge of your individual ownership. DTC’s records reflect only the identity of the Direct Participants to whose accounts trust preferred securities are credited.

      You will not receive written confirmation from DTC of your purchase. The Direct or Indirect Participants through whom you purchased the trust preferred securities should send you written confirmations providing details of your transactions, as well as periodic statements of your holdings. The Direct and Indirect Participants are responsible for keeping accurate account of the holdings of their customers like you.

      Transfers of ownership interests held through Direct and Indirect Participants will be accomplished by entries on the books of Direct and Indirect Participants acting on behalf of the beneficial owners.

      The laws of some states may require that specified purchasers of securities take physical delivery of the trust preferred securities in definitive form. These laws may impair the ability to transfer beneficial interests in the global certificates representing the trust preferred securities.

      Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

      GW Trust and Great Wolf Resorts understand that, under DTC’s existing practices, in the event that GW Trust or Great Wolf Resorts requests any action of holders, or an owner of a beneficial interest in a global security such as you desires to take any action which a holder is entitled to take under the declaration or the junior subordinated debentures, DTC would authorize the Direct Participants holding the relevant beneficial interests to take such action, and those Direct Participants and any Indirect Participants would authorize beneficial owners owning through those Direct and Indirect Participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

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      The property trustee, on behalf of GW Trust, will send redemption notices to Cede & Co. If less than all of the trust preferred securities are being redeemed, DTC will reduce each Direct Participant’s holdings of trust preferred securities in accordance with its procedures.

      In those instances where a vote is required, neither DTC nor Cede & Co. itself will consent or vote with respect to trust preferred securities. Under its usual procedures, DTC would mail an omnibus proxy to GW Trust as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the trust preferred securities are credited on the record date, which are identified in a listing attached to the omnibus proxy.

      The property trustee, on behalf of GW Trust, will make distributions on the trust preferred securities directly to DTC. DTC’s practice is to credit participants’ accounts on the relevant payment date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on that payment date.

      Payments by Direct and Indirect Participants to beneficial owners such as you will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name.” These payments will be the responsibility of the participant and not of DTC, Great Wolf Resorts, GW Trust, the trustees, the paying agent or any other agent of Great Wolf Resorts or GW Trust.

      DTC may discontinue providing its services as securities depositary with respect to the trust preferred securities at any time by giving reasonable notice to GW Trust. Additionally, Great Wolf Resorts may decide to discontinue the book-entry only system of transfers with respect to the trust preferred securities. In that event, GW Trust will print and deliver certificates in fully registered form for the trust preferred securities. If DTC notifies GW Trust that it is unwilling to continue as securities depositary, or if it is unable to continue or ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by GW Trust within ninety days after receiving such notice or becoming aware that DTC is no longer so registered, GW Trust will issue the trust preferred securities in definitive form, at its expense, upon registration of transfer of, or in exchange for, such global security.

      Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.

      According to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

      GW Trust and Great Wolf Resorts obtained the information in this section concerning DTC and DTC’s book-entry system from sources that GW Trust and Great Wolf Resorts believe to be reliable, but take no responsibility for the accuracy of the information. DTC may change or discontinue the foregoing procedures at any time.

Governing Law

      The declaration will be governed by, and construed in accordance with, the laws of the State of Delaware.

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DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

      The following describes material terms of the junior subordinated debentures.

      Great Wolf Resorts will issue junior subordinated debentures under the terms of the indenture to be entered into between Great Wolf Resorts and Wilmington Trust Company, as indenture trustee. The indenture will be qualified under the Trust Indenture Act of 1939. The terms of the junior subordinated debentures will include those stated in the indenture and those made part of the indenture by the Trust Indenture Act of 1939. As a result, you should also read the indenture and the Trust Indenture Act of 1939. Forms of the indenture and the junior subordinated debentures are on file with the SEC as exhibits to the registration statement of which this prospectus forms a part.

      References in this section to “we,” “our,” “us,” “our company,” and “Great Wolf Resorts” refer to Great Wolf Resorts, Inc. only and not on a consolidated basis with our subsidiaries.

General

      The junior subordinated debentures will be unsecured, subordinated obligations of Great Wolf Resorts and will constitute junior subordinated debt of Great Wolf Resorts. The junior subordinated debentures to be acquired by GW Trust will be limited in aggregate principal amount to $          (or $          in aggregate principal amount if the underwriters purchase all the additional trust preferred securities they are entitled to purchase pursuant to their over-allotment option). The amount will be limited to the sum of:

• the aggregate stated liquidation amount of the trust preferred securities issued by GW Trust; and

• the amount of capital contributed by Great Wolf Resorts to GW Trust in exchange for the common securities.

      The entire principal amount of the junior subordinated debentures will become due and payable, with any accrued and unpaid interest thereon, on June      , 2036.

      Under circumstances involving the dissolution of GW Trust, GW Trust may distribute the junior subordinated debentures to the holders of the trust preferred securities and the common securities in liquidation of GW Trust. See “Description of Trust Preferred Securities—Liquidation Distribution upon Dissolution.” If the junior subordinated debentures are distributed to the holders of trust preferred securities, Great Wolf Resorts will use its reasonable best efforts to have the junior subordinated debentures listed on the Nasdaq or with another national securities exchange on which the trust preferred securities are then listed or quoted.

      Our obligations under the junior subordinated debentures and the guarantee will be unsecured, will rank on a par with our current and future junior subordinated indebtedness, will rank junior in priority of payment to all of our current and future senior and subordinated indebtedness and will be effectively subordinated to the existing and future liabilities of our subsidiaries. As of March 31, 2006, Great Wolf Resorts had approximately $232.4 million of liabilities, including approximately $51.6 million principal amount of the Floating Rate Junior Subordinated Debentures due 2035, and approximately $119.9 million of outstanding subsidiary indebtedness (exclusive of intercompany debt). The Floating Rate Junior Subordinated Debentures due 2035, which we refer to as the Existing Junior Subordinated Debentures, underlie the trust preferred securities of Great Wolf Capital Trust I. Any future debt of Great Wolf Resorts that ranks senior to the junior subordinated debentures will continue to be senior to the junior subordinated debentures and will continue to be entitled to the benefits of the subordination provisions of the indenture irrespective of any amendment, modification or waiver of any term of such debt. For information on the subordination of the junior subordinated debentures, see “—Subordination.”

      See “Risk Factors — Risk Factors Relating to Our Existing Capital Structure — The covenants in our mortgage loan agreements impose significant restrictions on us,” “— Risk Factors Related to the Trust Preferred Securities and the Junior Subordinated Debentures — Holders of our senior indebtedness will get paid before you get paid under some circumstances” and “— We have a holding company structure and will depend on distributions from our subsidiaries in order to pay interest and principal on the junior subordinated debentures.”

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Interest

      The junior subordinated debentures will bear interest at an annual rate of           %, subject to increase to           % during an Increased Rate Period as described below under “— Redemption.” Interest on the junior subordinated debentures will accrue from and including the most recent interest payment date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including                     , 2006 until, but excluding the date the principal has been paid or duly made available for payment. Interest is payable quarterly in arrears on March      , June      , September      and December      of each year, beginning September      , 2006. Interest payments not paid when due will accrue, as permitted by applicable law, additional interest, compounded quarterly, at a rate equal to the then current annual interest rate. Great Wolf Resorts will pay interest on the junior subordinated debentures to holders as they appear on the books and records of the registrar on the relevant record date. The record date will be 15 calendar days, whether or not a business day, before the relevant payment date.

      If a Special Event occurs, then the interest rate payable on any outstanding junior subordinated debentures (and therefore the distribution rate payable on the trust preferred securities) shall increase to      % per $25 principal amount of junior subordinated debentures (and      % per $25 liquidation amount per trust preferred security), beginning on the 30th calendar day after the Special Event occurs until the earlier of (a) a Special Event Termination, and (b) the maturity date of the junior subordinated debentures. Great Wolf Resorts will have the option to redeem the junior subordinated debentures at any time during an Increased Rate Period until any Special Event Termination, as described below. If the trust preferred securities are again listed on the NYSE or AMEX or quoted on the Nasdaq and Great Wolf Resorts becomes subject to the reporting requirements of the Exchange Act, which we refer to as a Special Event Termination, then the Increased Rate Period will cease and the interest rate payable on the junior subordinated debentures (and the distribution rate payable on the trust preferred securities) will return to the rate in existence before the Increased Rate Period.

      The amount of interest payable for any period less than a full interest period will be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in that period. The amount of interest payable for any full interest period will be computed by dividing the rate per annum by four.

      If any date on which interest is payable on the junior subordinated debentures is not a business day, then payment of the interest payable on that date will be made on the next succeeding day that is a business day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the date that payment was originally payable. Accrued interest that is not paid on the applicable interest payment date will bear additional interest at the rate per annum equal to the then current annual interest rate, compounded quarterly and computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in a partial month in such period. The amount of additional interest payable for any full interest period will be computed by dividing the rate per annum by four. The term “interest” as used in this prospectus includes quarterly interest payments (whether at the initial interest rate or at the increased rate during an Increased Rate Period), interest on quarterly interest payments not paid on the applicable interest payment date, compounded interest and additional sums, as applicable.

      The interest payment provisions for the junior subordinated debentures correspond to the distribution provisions for the trust preferred securities. See “Description of Trust Preferred Securities—Distributions.”

Subordination

      Holders of the junior subordinated debentures should recognize that contractual provisions in the indenture may prohibit Great Wolf Resorts from making payments on these securities. The junior subordinated debentures will be subordinate and junior in right of payment, to the extent and in the manner stated in the indenture and the junior subordinated debentures, to all of Great Wolf Resorts’ future “senior indebtedness.” As of March 31, 2006, Great Wolf Resorts did not have any such senior indebtedness outstanding.

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      Under the indenture, senior indebtedness will include:

      (1) obligations of, or guaranteed or assumed by, Great Wolf Resorts for borrowed money or evidenced by bonds, debentures, notes or similar instruments, and amendments, renewals, extensions, modifications and refundings of any of that indebtedness or of those obligations;

      (2) capitalized lease obligations of Great Wolf Resorts;

      (3) obligations of Great Wolf Resorts issued or assumed as the deferred purchase price of property;

      (4) obligations of Great Wolf Resorts in respect of interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; and

      (5) all obligations of the type referred to in clauses (1) through (4) of other persons which Great Wolf Resorts has guaranteed or is responsible or liable for as obligor or otherwise.

Nonrecourse obligations, the junior subordinated debentures, the Existing Junior Subordinated Debentures and any other obligations specifically designated as being subordinate in right of payment to senior indebtedness will not be senior indebtedness as defined under the indenture.

      The junior subordinated debentures and guarantees will rank equally with the Existing Junior Subordinated Debentures. At March 31, 2006, there was approximately $51.6 million aggregate principal amount of Existing Junior Subordinated Debentures outstanding.

      The indenture will not restrict Great Wolf Resorts’ ability to issue senior indebtedness.

      The indenture will provide that, unless all principal of and any premium or interest on the senior indebtedness has been paid in full, or provision has been made to make these payments in full, no payment of principal of, or any premium or interest on, any junior subordinated debentures may be made in the event:

• of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings involving Great Wolf Resorts or a substantial part of its property;

• that (a) a default has occurred in the payment of principal, any premium, interest or other monetary amounts due and payable on any senior indebtedness or (b) there has occurred any other event of default concerning senior indebtedness that permits the holder or holders of the senior indebtedness to accelerate the maturity of the senior indebtedness, with notice or passage of time, or both, and that event of default has continued beyond the applicable grace period, if any, and that default or event of default has not been cured or waived or has not ceased to exist; or

• that the principal of and accrued interest on any junior subordinated debentures have been declared due and payable upon an event of default as defined under the indenture and that declaration has not been rescinded and annulled as provided under the indenture.

Option to Extend Interest Payment Period

      As long as no debenture event of default has occurred and is continuing, Great Wolf Resorts has the right, at any time and from time to time, to defer payments of interest for a period (an “extension period”) of up to six consecutive quarters, but not beyond the maturity date of the junior subordinated debentures. During an extension period, interest will continue to accrue and holders of junior subordinated debentures, or holders of trust preferred securities while outstanding, will be required to accrue interest income as original issue discount for United States federal income tax purposes. See “United States Federal Income Tax Consequences—Interest Income and Original Issue Discount” for further information on United States federal income tax consequences. On the interest payment date following the last day of any extension period, Great Wolf Resorts will pay all interest then accrued and unpaid, together with additional interest on the accrued and unpaid interest as permitted by law (“compounded interest”), compounded quarterly, at a rate equal to the then current annual interest rate plus any additional sums, as described below.

      During an extension period, Great Wolf Resorts is subject to restrictions, as described below under “—Restrictions on Certain Payments; Certain Covenants of Great Wolf Resorts.”

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      Before termination of any extension period, Great Wolf Resorts may further extend the payments of interest. However, no extension period, including all previous and further extensions, may exceed six consecutive quarters or extend beyond the maturity of the junior subordinated debentures. If any junior subordinated debentures are called for redemption before the end of an extension period, the extension period will end on that redemption date or an earlier date as determined by Great Wolf Resorts. After the termination of any extension period and the payment of all amounts due, Great Wolf Resorts may begin a new extension period, as described above. There is no limitation on the number of times Great Wolf Resorts may elect to begin an extension period. Interest will not be payable during an extension period, only at the end of the extension period. Great Wolf Resorts may, however, prepay at any time all or any portion of the interest accrued during an extension period.

      If the property trustee is the sole holder of the junior subordinated debentures, Great Wolf Resorts will give the property trustee and the Delaware trustee written notice of its selection of an extension period at least 15 business days before the next succeeding date on which the distributions on the trust preferred securities are payable. The property trustee will give notice of Great Wolf Resorts’ selection of an extension period to the holders of the trust preferred securities.

      If the property trustee is not the sole holder, or is not itself the holder, of the junior subordinated debentures, Great Wolf Resorts will give the holders of the junior subordinated debentures and the indenture trustee written notice of its selection of an extension period at least 10 business days before the earlier of:

• the next interest payment date; and

• the date Great Wolf Resorts is required to give notice to holders of the junior subordinated debentures of the record or payment date for the related interest payment.

      Great Wolf Resorts has no present intention of exercising its right to defer payments of interest by extending the interest payment period on the junior subordinated debentures.

Additional Sums

      If, at any time while the property trustee is the holder of the junior subordinated debentures, GW Trust is required to pay any additional taxes, duties or other governmental charges as a result of a tax event, Great Wolf Resorts will pay as additional interest on the junior subordinated debentures any additional amounts (“additional sums”) that are required so that the distributions paid by GW Trust will not be reduced as a result of any of those taxes, duties or governmental charges.

Redemption

      Great Wolf Resorts will have the right to redeem the junior subordinated debentures:

• on or after June      , 2011, in whole or in part, on one or more occasions, at any time; or

• before June      , 2011, in whole, but not in part, at any time within 90 calendar days following the occurrence and continuation of a tax event or an investment company event; or

• on and after the 30th calendar day after a Special Event but prior to any Special Event Termination.

      In any case, the redemption price will equal 100% of the principal amount to be redeemed, plus any accrued and unpaid interest, including any compounded interest and any additional sums, if any, to the date of redemption.

      Great Wolf Resorts’ right to redeem the junior subordinated debentures due to a tax event or investment company event is subject to the condition that, if Great Wolf Resorts or GW Trust has the opportunity to eliminate, within the 90-day period specified above, the tax event or investment company event by taking some ministerial action that will have no adverse effect on Great Wolf Resorts, GW Trust or the holders of the trust securities and will involve no material cost, Great Wolf Resorts will pursue such measures in lieu of redemption. Great Wolf Resorts cannot redeem the junior subordinated debentures while either it or GW Trust is pursuing any ministerial action under the declaration as described above.

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Restrictions on Certain Payments; Certain Covenants of Great Wolf Resorts

      Great Wolf Resorts will not:

• declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment on, any of its capital stock; or

• make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem debt securities of Great Wolf Resorts that rank equal or junior to the junior subordinated debentures,

if at such time:

•   there has occurred any event (a) of which Great Wolf Resorts has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute a debenture default and (b) that Great Wolf Resorts has not taken reasonable steps to cure;

• the junior subordinated debentures are held by GW Trust and Great Wolf Resorts is in default with respect to its payment of any obligations under the guarantee; or

• Great Wolf Resorts has given notice of its election of an extension period and has not rescinded this notice, and the extension period, or any extension thereof, is continuing.

      The restrictions listed above do not apply to:

• repurchases, redemptions or other acquisitions of shares of capital stock of Great Wolf Resorts in connection with (a) any employment contract, benefit plan or other similar arrangement (including any related net share settlement arrangements) with or for the benefit of any one or more employees, officers, directors or consultants, (b) a dividend reinvestment or stockholder stock purchase plan, (c) the issuance of capital stock of Great Wolf Resorts, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the extension period, or (d) the satisfaction by us of obligations pursuant to any contract or security requiring us to purchase common stock or common equity securities (or their equivalents);

• any purchase of common stock or common equity securities (or their equivalents) from an officer or employee (or a person performing similar functions) of us or any subsidiary upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring us to purchase such common stock or common equity securities (or their equivalents);

• an exchange, redemption or conversion of any class or series of Great Wolf Resorts’ capital stock, or any capital stock of a subsidiary of Great Wolf Resorts, for any class or series of Great Wolf Resorts’ capital stock, or of any class or series of Great Wolf Resorts’ indebtedness for any class or series of Great Wolf Resorts’ capital stock or as a result of a reclassification of our capital stock or other equity securities or those of any of our subsidiaries;

• the purchase of fractional interests in shares of Great Wolf Resorts’ capital stock under the conversion or exchange provisions of the capital stock or the security being converted or exchanged;

• any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant to any such plan;

• payments by Great Wolf Resorts under the guarantee of the trust preferred securities;

• solely in the event that Great Wolf Resorts has given notice of its election of an extension period and has not rescinded this notice, and the extension period, or any extension thereof, is continuing (and not other events listed above that would trigger the foregoing restrictions), regularly scheduled interest payments on the Existing Junior Subordinated Debentures and principal payments due upon the stated maturity (and not prior thereto) of the Existing Junior Subordinated Debentures; and

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• any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal or junior to that stock.

      If any event of default occurs under the indenture relating to the Existing Junior Subordinated Debentures or the Existing Junior Subordinated Debentures are accelerated for any reason, Great Wolf Resorts will promptly (but in any event within one Business Day of any such event) notify the indenture trustee.

      In addition, as long as GW Trust holds any of the junior subordinated debentures, Great Wolf Resorts agrees:

• to continue to hold, directly or indirectly, 100% of the common securities of GW Trust, provided that certain successors that are permitted under the junior subordinated debt indenture may succeed to Great Wolf Resorts’ ownership of the common securities;

•   as holder of the common securities, not to voluntarily dissolve, windup or liquidate GW Trust, other than (a) as part of the distribution of the junior subordinated debentures to the holders of the trust preferred securities in liquidation of the trust in accordance with the terms of the declaration or (b) as part of a merger, consolidation or amalgamation which is permitted under the declaration; and

• to use its reasonable efforts, consistent with the terms and provisions of the declaration, to cause GW Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Merger, Consolidation, Sale, Lease or Conveyance

      The indenture will provide that Great Wolf Resorts will not merge or consolidate with any other person and will not sell, lease or convey all or substantially all of Great Wolf Resorts’ assets to any other person, unless:

• Great Wolf Resorts will be the continuing company; or

• the successor company or person that acquires all or substantially all of its assets:

• will be a company organized under the laws of the United States, a state of the United States or the District of Columbia; and

• will expressly assume all of its obligations under the indenture and the junior subordinated debentures issued under the indenture; and

• immediately after the merger, consolidation, sale, lease or conveyance, Great Wolf Resorts, that person or that successor company will not be in default in the performance of the covenants and conditions of the indenture.

      There will be no covenants or other provisions in the indenture that would afford holders of junior subordinated debentures additional protection in the event of a recapitalization transaction, a change of control of Great Wolf Resorts or a highly leveraged transaction. The merger covenant described above would only apply if the recapitalization transaction, change of control or highly leveraged transaction were structured to include a merger or consolidation of Great Wolf Resorts or a sale, lease or conveyance of all or substantially all of its assets.

Modification of Indenture

Modification Without Consent of Holders

      Great Wolf Resorts and the indenture trustee may enter into supplemental indentures without the consent of the holders of junior subordinated debentures to:

• secure any junior subordinated debentures;

• evidence the assumption of Great Wolf Resorts’ obligations by a successor corporation;

• add covenants for the protection of the holders of junior subordinated debentures;

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• cure any ambiguity or correct any inconsistency in the indenture;

• establish the forms or terms of junior subordinated debentures of any series; and

• evidence the acceptance of appointment by a successor indenture trustee.

Modification with Consent of Holders

      Great Wolf Resorts and the indenture trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding junior subordinated debentures may add any provisions to, or change in any manner or eliminate any of the provisions of, the indenture or modify in any manner the rights of the holders of the junior subordinated debentures. However, Great Wolf Resorts and the indenture trustee may not make any of the following changes to any outstanding junior subordinated debenture without the consent of each holder that would be affected by such change:

• extend the final maturity of the principal;

• reduce the principal amount;

•   reduce the rate or extend the time of payment of interest, except as otherwise provided in the junior subordinated debentures or the indenture;

• reduce any amount payable on redemption;

•   change the currency in which the principal, including any amount of original issue discount, premium, or interest thereon is payable;

• impair the right of any holder to institute suit for the enforcement of any payment on any junior subordinated debenture when due; or

• reduce the percentage of junior subordinated debentures the consent of whose holders is required for modification of the indenture.

      If the junior subordinated debentures are owned by GW Trust, none of the modifications described above may be made without the prior written consent of all the holders of trust preferred securities of GW Trust.

Modification of Subordination Provisions

      Great Wolf Resorts may not amend the indenture to alter the subordination of any outstanding junior subordinated debentures without the written consent of each potentially adversely affected holder of senior indebtedness then outstanding.

Additional Modification Provisions

      In addition, if any of the trust preferred securities are outstanding:

• no modification may be made to the indenture that materially adversely affects the holders of the trust preferred securities;

• no termination of the indenture may occur; and

• no waiver of any event of default or default under the junior subordinated debentures may be effective,

without the prior consent of the holders of at least a majority of the aggregate liquidation amount of the outstanding trust preferred securities unless and until the principal of and premium, if any, on the junior subordinated debentures and all accrued and unpaid interest thereon have been paid in full.

      In addition, if any of the trust preferred securities are outstanding, all holders of the trust preferred securities must consent if Great Wolf Resorts wants to amend the indenture to:

• remove the rights of holders of trust preferred securities to institute a direct action (as defined below);

• remove any obligation to obtain the consent of holders of trust preferred securities; or

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• change the percentage of holders of the trust preferred securities required to amend or waive any provision of the indenture.

      So long as Great Wolf Resorts complies with the terms of the junior subordinated debentures and the indenture, Great Wolf Resorts may defer interest payable on the junior subordinated debentures, as described in this prospectus, without the consent of GW Trust or the holders of the trust preferred securities.

Events of Default, Defaults and the Rights of Trust Preferred Securities Holders to Take Action Against Great Wolf Resorts

      The indenture will provide holders of junior subordinated debentures with remedies if we fail to perform specific obligations, such as making payments on the junior subordinated debentures, or if we become bankrupt. Holders should review these provisions and understand which of our actions trigger an event of default or a default and which actions do not.

     Events of Default

      An event of default will be defined under the indenture, with respect to the junior subordinated debentures, as:

•   failure to pay in full the interest accrued on any junior subordinated debentures upon the conclusion of an extension of the interest payment period of six consecutive quarters and continuance of that failure for a period of 30 days; or

• certain events of bankruptcy, insolvency or reorganization; or

• the Existing Junior Subordinated Debentures are accelerated for any reason according to their terms.

     Default

      A default will be defined under the indenture, with respect to the junior subordinated debentures, as being:

• an event of default with respect to such junior subordinated debentures;

• default in payment of any principal of the junior subordinated debentures either at maturity or upon any redemption, by declaration or otherwise;

• default for 30 days in payment of any interest on any junior subordinated debentures, provided, however, that a valid extension of an interest payment period by Great Wolf Resorts in accordance with the terms of the junior subordinated debentures will not constitute a default in the payment of interest for this purpose; or

• default for 60 days after written notice in the observance or performance of any other covenant or agreement in the junior subordinated debentures or the indenture (other than a covenant or warranty with respect to the junior subordinated debentures the breach or nonperformance of which is otherwise included in the definition of “event of default” or “default”).

Acceleration of Junior Subordinated Debentures by Property Trustee and Holders of Trust Preferred Securities Upon an Event of Default; Other Remedies

      So long as GW Trust holds the junior subordinated debentures, the property trustee and the holders of the trust preferred securities will have the following rights under the indenture with respect to an event of default or a default:

•   upon the occurrence of an event of default, either the property trustee or the holders of not less than 25% in aggregate liquidation amount of the trust preferred securities, by notice to Great Wolf Resorts, may declare the principal and interest accrued thereon of the junior subordinated debentures due and payable immediately, if the holders of the junior subordinated debentures and the indenture trustee fail to make such a declaration;

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• upon the occurrence of a default, there is no right of acceleration except for those defaults that are also events of default; if a default in the payment of principal of, or any interest on, the junior subordinated debentures issued under the indenture occurs and is continuing and Great Wolf Resorts fails to pay the full amount then due and payable with respect to the junior subordinated debentures immediately upon the demand of the indenture trustee, the indenture trustee is entitled to institute an action or proceeding to collect the amount due and unpaid; if any default occurs and is continuing, the indenture trustee may pursue legal action to enforce the performance of any provision in the indenture to protect the rights of the indenture trustee and the holders of the junior subordinated debentures;

• if all defaults have been cured or waived, the consent of the holders of more than 50% in aggregate liquidation amount of the trust preferred securities is required to annul a declaration by the indenture trustee, GW Trust or the holders of the trust preferred securities that the principal of the junior subordinated debentures is due and payable immediately;

• unless the default is cured, the consent of each holder of trust preferred securities is required to waive a default in the payment of principal, premium or interest with respect to the junior subordinated debentures or a default in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding junior subordinated debenture; and

• unless the default is cured, the consent of the holders of more than 50% in aggregate liquidation amount of the trust preferred securities is required to waive any other default.

      If the event of default or default under the junior subordinated debentures is attributable to the failure of Great Wolf Resorts to pay any amounts payable on the junior subordinated debentures when due, then a registered holder of trust preferred securities may bring a legal action against Great Wolf Resorts directly for enforcement of payment to such holder of amounts owed on the junior subordinated debentures with a principal amount equal to the aggregate liquidation amount of the trust preferred securities held by such holder (a “direct action”). Great Wolf Resorts may not amend the junior subordinated debentures to remove this right to bring a direct action without the prior written consent of the registered holders of all the trust preferred securities. Great Wolf Resorts can set-off against payments then due under the junior subordinated debenture any corresponding payments made to holders of trust preferred securities by Great Wolf Resorts in connection with a direct action.

      The holders of the trust preferred securities will not be able to exercise directly any remedies available to the holders of the junior subordinated debentures except under the circumstance described in the preceding paragraph. See “Description of Trust Preferred Securities—Trust Preferred Securities Events of Default; Notice.”

Acceleration of Junior Subordinated Debentures by Indenture Trustee or Holders of Junior Subordinated Debentures Upon an Event of Default; Other Remedies

      The indenture will provide that upon the occurrence of an event of default, either the indenture trustee or the holders of not less than 25% in aggregate principal amount of the outstanding junior subordinated debentures, by notice to Great Wolf Resorts, may declare the principal and interest accrued thereon of the junior subordinated debentures to be due and payable immediately.

      There is no right of acceleration for holders of the junior subordinated debentures with respect to defaults, except for those defaults that are also events of default. If a default in the payment of principal of, or any interest on, junior subordinated debentures occurs and is continuing and we fail to pay the full amount then due and payable with respect to all junior subordinated debentures immediately upon the demand of the indenture trustee, the indenture trustee is entitled to institute an action or proceeding to collect the amount due and unpaid. If any default occurs and is continuing, the indenture trustee may pursue legal action to enforce the performance of any provision in the indenture to protect the rights of the indenture trustee and the holders of the junior subordinated debentures.

     Annulment of Acceleration and Waiver of Defaults

      In some circumstances, if any and all debenture defaults, other than the non-payment of the principal of the junior subordinated debentures that has become due as a result of an acceleration, have been cured, waived or

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otherwise remedied, then the holders of a majority in aggregate principal amount of the outstanding junior subordinated debentures affected may waive past defaults of and annul past declarations of acceleration of the junior subordinated debentures.

      Prior to the acceleration of any junior subordinated debentures, the holders of a majority in aggregate principal amount of the outstanding junior subordinated debentures with respect to which a default has occurred and is continuing may waive any past default, other than a default in the payment of principal or interest (unless such default has been cured and an amount sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the trustee) or a default in respect of a covenant or provision in the indenture that cannot be modified or amended without the consent of the holder of each junior subordinated debenture affected.

     Indemnification of Trustee for Actions Taken on Your Behalf

      The indenture contains a provision entitling the indenture trustee, subject to the duty of the indenture trustee during a default to act with the required standard of care, to be indemnified by the holders of junior subordinated debentures issued under that indenture before proceeding to exercise any right or power at the request of holders. Subject to these provisions and some other limitations, the holders of a majority in aggregate principal amount of the outstanding junior subordinated debentures may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the indenture trustee.

     Limitation on Actions by You as an Individual Holder

      The indenture provides that no individual holder of junior subordinated debentures may institute any action against Great Wolf Resorts under the indenture, except actions for payment of overdue principal and interest, unless the following actions have occurred:

• the holder must have previously given written notice to the trustee of the continuing default;

• the holders of not less than 25% in aggregate principal amount of the outstanding junior subordinated debentures must have (1) requested the trustee to institute that action and (2) offered the indenture trustee reasonable indemnity;

• the indenture trustee must have failed to institute that action within 60 days after receipt of the request referred to above; and

• the holders of a majority in principal amount of the outstanding junior subordinated debentures must not have given directions to the indenture trustee inconsistent with those of the holders referred to above.

     Annual Certification

      The indenture contains a covenant that Great Wolf Resorts will file annually with the indenture trustee a certificate of no default or a certificate specifying the existence of any applicable default.

Registration, Denomination and Transfer

      Great Wolf Resorts will register the junior subordinated debentures in the name of GW Trust. The property trustee will hold the junior subordinated debentures in trust for the benefit of the holders of the trust preferred securities and the common securities. The junior subordinated debentures will be issued in denominations of $25 and integral multiples thereof.

      If the junior subordinated debentures are distributed to holders of trust preferred securities, it is anticipated that DTC will act as securities depositary for the junior subordinated debentures. For a description of DTC and the specific terms of the depositary arrangements, see “Description of Trust Preferred Securities—Issuance in Book-Entry Form.”

      As of the date of this prospectus, the description of DTC’s book-entry system and DTC’s practices as they relate to purchases of, transfers of, notices concerning and payments on the trust preferred securities apply in all material respects to any debt obligations represented by one or more global securities held by DTC.

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      A global security will be exchangeable for junior subordinated debentures registered in the names of persons other than DTC or its nominee only if:

• DTC notifies Great Wolf Resorts that it is unwilling or unable to continue as a depositary for the global security and no successor depositary has been appointed;

• DTC ceases to be a clearing agency registered under the Exchange Act at a time DTC is required to be so registered to act as depositary, and no successor depositary has been appointed; or

• Great Wolf Resorts, in its sole discretion and to the extent permitted by DTC, determines that the global security shall be exchangeable for definitive certificates.

      Any global security that is exchangeable as described above will be exchangeable for junior subordinated debentures registered in the names DTC directs. Great Wolf Resorts expects that the instructions will be based upon directions received by DTC from its Direct Participants with respect to ownership of beneficial interests in the global security.

      If the junior subordinated debentures are issued in certificated form, payments of principal and interest will be payable, the transfer of the junior subordinated debentures will be registrable, and junior subordinated debentures will be exchangeable for junior subordinated debentures of other authorized denominations of a like aggregate principal amount. However, payment of interest may be made at the option of Great Wolf Resorts by check mailed to the address of the holder entitled to the payment. Upon written request to the paying agent not less than 15 calendar days prior to the date on which interest is payable, a holder of $1 million or more in aggregate principal amount of junior subordinated debentures may receive payment of interest, other than payments of interest payable at maturity or on any date of redemption or repayment, by wire transfer of immediately available funds.

      Junior subordinated debentures may be presented for registration of transfer, exchange, redemption or payment with an endorsed form of transfer, or a duly executed and satisfactory written instrument of transfer, at the securities registrar’s office in Wilmington, Delaware or the office of any transfer agent selected by Great Wolf Resorts without service charge and upon payment of any taxes and other governmental charges as described in the junior subordinated debt indenture. Great Wolf Resorts will appoint the indenture trustee as securities registrar under the junior subordinated debt indenture. Great Wolf Resorts may at any time designate additional transfer and paying agents with respect to the junior subordinated debentures.

      In the event of any redemption, Great Wolf Resorts and the indenture trustee will not be required to:

• register the transfer of or exchange junior subordinated debentures during a period beginning 15 calendar days before the first mailing of the notice of redemption; or

• register the transfer of or exchange any junior subordinated debentures selected for redemption, except, in the case of any junior subordinated debentures being redeemed in part, any portion not to be redeemed.

      At the request of Great Wolf Resorts, funds deposited with the indenture trustee or any paying agent held for Great Wolf Resorts for the payment of principal, interest and premium, if any, on any junior subordinated debenture which remain unclaimed for two years after the principal, interest and premium, if any, has become payable will be repaid to Great Wolf Resorts and the holder of the junior subordinated debenture will, as a general unsecured creditor, look only to Great Wolf Resorts for payment thereof.

Governing Law

      The junior subordinated debentures and the indenture will be governed by, and construed in accordance with, the laws of the State of New York.

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DESCRIPTION OF GUARANTEE

      The following describes material terms of the guarantee.

      The guarantee will be issued under a guarantee to be entered into between Great Wolf Resorts and Wilmington Trust Company, as guarantee trustee. The guarantee will be qualified under the Trust Indenture Act of 1939. The terms of the guarantee will include those stated in the guarantee and those made part of the indenture by the Trust Indenture Act of 1939. As a result, you should also read the guarantee and the Trust Indenture Act of 1939. A form of the guarantee is on file with the SEC as an exhibit to the registration statement of which this prospectus forms a part.

      References in this section to “we,” “our,” “us,” “our company” and “Great Wolf Resorts” refer to Great Wolf Resorts, Inc. only and not on a consolidated basis with our subsidiaries.

General

      Great Wolf Resorts will, for the benefit of the holders from time to time of the trust preferred securities, irrevocably and unconditionally agree to pay in full, to the extent set forth in the guarantee, the guarantee payments (as defined below) to the holders of the trust preferred securities, as and when due, regardless of any defense, right of set-off or counterclaim that GW Trust that issued the trust preferred securities may have or assert other than the defense of payment.

      The following payments on the trust preferred securities (the “guarantee payments”), if not fully paid by GW Trust, will be paid by Great Wolf Resorts under the guarantee, without duplication:

• any accumulated and unpaid distributions required to be paid on the trust preferred securities, to the extent GW Trust has funds available to make the payment;

• the redemption price for any trust preferred securities called for redemption, if GW Trust has funds available to make the payment; and

• upon a voluntary or involuntary dissolution, winding-up or liquidation of GW Trust, other than in connection with a distribution of the junior subordinated debentures to the holders of trust preferred securities, the lesser of:

(1)	the aggregate of the $25 per trust preferred security liquidation amount and all accumulated and unpaid distributions on the trust preferred securities to the date of payment, if GW Trust has funds available to make the payment; and
(2)	the amount of assets of GW Trust remaining available for distribution to holders of the trust preferred securities upon liquidation of GW Trust.

      Great Wolf Resorts’ obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by Great Wolf Resorts to the holders of the trust preferred securities or by causing GW Trust to pay the amounts to the holders.

      The guarantee will be an irrevocable guarantee of GW Trust’s payment obligations described above under the trust preferred securities, but will apply only to the extent that GW Trust has funds sufficient to make such payments, and is not a guarantee of collection.

      If Great Wolf Resorts does not make payments on the junior subordinated debentures owned by GW Trust, GW Trust will not be able to pay any amounts payable in respect of its trust preferred securities and will not have funds legally available for that purpose. In that event, holders of the trust preferred securities would not be able to rely upon the guarantee for payment of those amounts. The guarantee will have the same ranking as the junior subordinated debentures. See “—Status of the Guarantees.” No guarantee will limit the incurrence or issuance of other secured or unsecured debt of Great Wolf Resorts.

      We also separately have agreed to guarantee the obligations of the trust with respect to the common securities to the same extent as the guarantee with respect to the trust preferred securities, except that upon the

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occurrence and during the continuation of a debenture default, holders of trust preferred securities will have priority over holders of common securities with respect to distributions and other payments.

Status of the Guarantee

      The guarantee will constitute an unsecured obligation of Great Wolf Resorts and will rank equal to the junior subordinated debentures owned by GW Trust.

      The guarantee will constitute a guarantee of payment and not of collection. Any holder of trust preferred securities may institute a legal proceeding directly against Great Wolf Resorts to enforce its rights under the guarantee without first instituting a legal proceeding against any other person or entity. The guarantee will be held by the guarantee trustee for the benefit of the holders of the trust preferred securities. The guarantee will not be discharged except by payment of the guarantee payments in full to the extent not paid by or on behalf of GW Trust or, if applicable, distribution to the holders of the trust preferred securities of the junior subordinated debentures owned by GW Trust.

Amendments and Assignment

      Except with respect to any changes that do not materially adversely affect the rights of holders of the trust preferred securities issued by GW Trust, in which case no approval will be required, the guarantee that covers the trust preferred securities may not be amended without the prior approval of the holders of at least a majority of the aggregate liquidation amount of the outstanding trust preferred securities. The manner of obtaining any such approval will be as set forth under “Description of Trust Preferred Securities—Voting Rights; Amendment of Declaration.” All guarantees and agreements contained in each guarantee will bind the successors, assigns, receivers, trustees and representatives of Great Wolf Resorts and will inure to the benefit of the holders of the then outstanding trust preferred securities.

Events of Default

      An event of default under the guarantee will occur upon the failure of Great Wolf Resorts to perform any of its payment obligations under the guarantee, or to perform any non-payment obligation if the non-payment default remains unremedied for 30 days. If an event of default under the guarantee occurred and is continuing, the guarantee trustee will enforce the guarantee for the benefit of the holders of trust preferred securities. The holders of a majority in aggregate liquidation amount of the outstanding trust preferred securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee in respect of the guarantee or to direct the exercise of any right or power conferred upon the guarantee trustee under the guarantee.

      Any holder of trust preferred securities may institute a legal proceeding directly against Great Wolf Resorts to enforce its rights under the guarantee without first instituting a legal proceeding against the applicable GW Trust, the guarantee trustee or any other person or entity.

      Great Wolf Resorts, as guarantor, will be required to file annually with the guarantee trustee a certificate as to whether or not Great Wolf Resorts is in compliance with all the conditions and covenants under the guarantee.

Information Concerning the Guarantee Trustee

      The guarantee trustee, other than during the occurrence and continuance of an event of default under the guarantee, undertakes to perform only those duties as are specifically set forth in the guarantee and, after the occurrence of an event of default with respect to the guarantee that has not been cured or waived, must exercise the rights and powers vested in it by the guarantee using the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the guarantee trustee is under no obligation to exercise any of the rights or powers vested in it by the guarantee at the request of any holder of the trust preferred securities unless it is offered reasonable indemnity, including reasonable advances requested by it, against the costs, expenses and liabilities that might be incurred in complying with request or direction.

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Termination of the Guarantee

      The guarantee will terminate upon full payment of the redemption price of all of the trust preferred securities, upon full payment of the amounts payable with respect to the trust preferred securities upon liquidation of GW Trust or upon distribution of the junior subordinated debentures owned by GW Trust to the holders of all the trust preferred securities. The guarantee will continue to be effective or will be reinstated, as the case may be, if it any time any holder of the trust preferred securities must repay any sums with respect to the trust preferred securities or the guarantee.

Governing Law

      The guarantee will be governed by, and construed in accordance with, the laws of the State of New York.

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RELATIONSHIP AMONG THE TRUST PREFERRED

SECURITIES, THE JUNIOR SUBORDINATED

DEBENTURES AND THE GUARANTEE

      References in this section to “we,” “our,” “us,” “our company” and “Great Wolf Resorts” refer to Great Wolf Resorts, Inc. only and not on a consolidated basis with our subsidiaries.

      Great Wolf Resorts will guarantee payments of distributions and redemption and liquidation payments due on the trust preferred securities to the extent GW Trust has funds available for such payment, as described under “Description of Guarantee” above. No single document executed by Great Wolf Resorts will provide for the full, irrevocable and unconditional guarantee of the trust preferred securities. It is only the combined operation of the guarantee, the declaration and the junior subordinated debt indenture that has the effect of providing a full, irrevocable and unconditional guarantee of GW Trust’s obligations under the trust preferred securities.

      As long as Great Wolf Resorts pays interest and other payments when due on the junior subordinated debentures, those payments will be sufficient to cover distributions and redemption and liquidation payments due on the trust preferred securities, primarily because:

• the aggregate principal amount of the junior subordinated debentures will be equal to the sum of the aggregate liquidation amount of the trust preferred securities and the common securities;

• the interest rate and interest and other payment dates on the junior subordinated debentures will match the distribution rate and distribution and other payment dates for the trust preferred securities;

• Great Wolf Resorts will pay for any and all costs, expenses and liabilities of GW Trust, except withholding taxes and GW Trust’s obligations to holders of the trust preferred securities and the common securities; and

• the declaration provides that GW Trust will not engage in any activity that is not consistent with the limited purposes of GW Trust.

      A default or event of default under any senior indebtedness of Great Wolf Resorts would not necessarily constitute a default or event of default under the trust preferred securities. However, in the event of payment defaults under, or acceleration of, senior indebtedness of Great Wolf Resorts, the junior subordinated debt indenture provides that no payments may be made on the junior subordinated debentures until the senior indebtedness has been paid in full or any payment default under the senior indebtedness has been cured or waived. See “Description of Junior Subordinated Debentures.”

Limited Purpose of GW Trust

      The trust preferred securities represent preferred undivided beneficial interests in the assets of GW Trust. GW Trust exists for the sole purpose of:

• issuing and selling the trust securities;

• investing the proceeds from the sale of the trust securities in the junior subordinated debentures; and

• engaging in only those other activities necessary, convenient or incidental to these purposes.

      A principal difference between the rights of a holder of a trust preferred security and a holder of a junior subordinated debenture is that a holder of a junior subordinated debenture is entitled to receive from Great Wolf Resorts payments on junior subordinated debentures held by the holder, while a holder of trust preferred securities is entitled to receive distributions or other amounts payable with respect to the trust preferred securities from GW Trust or from Great Wolf Resorts under the guarantee only if and to the extent GW Trust has funds available for the payment of those distributions.

Rights upon Dissolution

      The holders of the trust preferred securities are entitled to receive, out of assets held by GW Trust, a distribution in cash upon any voluntary or involuntary dissolution, winding-up or liquidation of GW Trust that

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does not involve the distribution of the junior subordinated debentures, after GW Trust has paid or made reasonable provision to pay, in accordance with Section 3808(e) of the Delaware Statutory Trust Act, the liabilities owed to its creditors as required by applicable law. See “Description of Trust Preferred Securities—Liquidation Distribution upon Dissolution.”

      In the event of any voluntary or involuntary liquidation or bankruptcy of Great Wolf Resorts, GW Trust, as registered holder of the junior subordinated debentures, would be a subordinated creditor of Great Wolf Resorts, subordinated and junior in right of payment to all Great Wolf Resorts’ senior indebtedness, but entitled to receive payment in full of all amounts payable with respect to the junior subordinated debentures before any stockholders of Great Wolf Resorts receive payments or distributions. Since Great Wolf Resorts is the guarantor under the guarantee and has agreed to pay for all costs, expenses and liabilities of GW Trust (other than withholding taxes and GW Trust’s obligations to the holders of the trust preferred securities and common securities), the positions of a holder of the trust preferred securities and a holder of the junior subordinated debentures relative to other creditors and to stockholders of Great Wolf Resorts in the event of liquidation or bankruptcy of Great Wolf Resorts are expected to be substantially the same.

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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

General

      In the opinion of King & Spalding LLP, tax counsel to us and the trust, the following discussion summarizes the material U.S. federal income tax consequences of the purchase, ownership and disposition of the trust preferred securities. Unless indicated otherwise, this discussion deals only with trust preferred securities held as capital assets by a U.S. Holder (as defined below) who purchases the trust preferred securities upon their original issuance at the offering price. This summary does not purport to be a complete analysis of all potential tax consequences that may be relevant to a holder of trust preferred securities. This summary does not address the tax consequences applicable to holders that may be subject to special tax rules, such as:

• financial institutions;

• insurance companies;

• real estate investment trusts;

• regulated investment companies;

• grantor trusts;

• tax-exempt organizations;

• dealers or traders in securities or currencies; or

• holders that hold trust preferred securities as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes or U.S. Holders that have a functional currency other than the U.S. dollar.

      Moreover, this summary does not address the U.S. federal estate and gift tax, alternative minimum tax, or any state or local or foreign tax consequences of the purchase, ownership or disposition of trust preferred securities. Prospective investors should consult their own tax advisors in light of their particular circumstances as to the U.S. federal tax consequences to them of an investment in trust preferred securities, as well as the effect of any state, local or foreign tax laws.

      This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, each as in effect on the date hereof. All of the foregoing are subject to change, possibly with retroactive effect, or differing interpretations which could affect the tax consequences described herein.

      For purposes of this summary, a U.S. Holder is a beneficial owner of trust preferred securities who for U.S. federal income tax purposes is:

• a citizen or resident of the United States;

• a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any State thereof, including the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if (1) it validly elects to be treated as a United States person for U.S. federal income tax purposes or (2)(a) its administration is subject to the primary supervision of a court within the United States and (b) one or more United States persons have the authority to control all of its substantial decisions.

      If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds the trust preferred securities, the tax treatment of the partnership and a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. A partner in a partnership that holds trust preferred securities should consult its own tax advisor regarding potential tax consequences.

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      A Non-U.S. Holder is a beneficial owner of trust preferred securities that is not a U.S. Holder and not a partnership for U.S. federal income tax purposes.

Classification of the Trust and the Junior Subordinated Debentures

      Under current law and assuming full compliance with the terms of the declaration of trust, the indenture and other related documents, the trust will be classified for U.S. federal income tax purposes as a grantor trust and will not be an association taxable as a corporation. Consequently, the trust itself will not be subject to federal income tax and each holder of trust preferred securities will generally be treated as owning an undivided interest in the assets of the trust, including the junior subordinated debentures. Great Wolf Resorts and the trust will take the position that the junior subordinated debentures will be classified as debt of Great Wolf Resorts for U.S. federal income tax purposes. By acceptance of a trust preferred security, each holder will agree for U.S. federal income tax purposes to treat the junior subordinated debentures as debt and the trust preferred securities as evidence of a beneficial ownership interest in the junior subordinated debentures. The remainder of this discussion assumes such treatment.

Interest Income and Original Issue Discount

      Subject to the discussion below regarding OID, a U.S. Holder of trust preferred securities will be required to include as ordinary interest income the holder’s allocable share of stated interest paid or accrued on the junior subordinated debentures in accordance with the holder’s regular method of accounting for U.S. federal income tax purposes.

      U.S. Holders (including U.S. Holders that are cash basis taxpayers) that hold debt instruments issued with OID generally must include such OID in income as it accrues on a constant yield method even if there is no corresponding receipt of cash attributable to such income. A debt instrument will generally be treated as issued with OID if the stated interest on the instrument does not constitute “qualified stated interest.” Qualified stated interest is generally any one of a series of stated interest payments on a debt instrument that are unconditionally payable at least annually at a single fixed rate. In determining whether stated interest on a debt instrument is unconditionally payable and thus constitutes qualified stated interest, remote contingencies as to the timely payment of stated interest are ignored. In the case of the junior subordinated debentures, Great Wolf Resorts believes that the likelihood of its exercising its option to defer payments of interest is “remote,” and therefore it intends to take the position that the junior subordinated debentures will not be deemed to be issued with OID. U.S. Holders should be aware, however, that the Internal Revenue Service or a court may not agree with this position.

      If we exercised our option to defer any payment of interest (or if the exercise of such option was determined not to be “remote”), the junior subordinated debentures would be treated as issued with OID at the time of such exercise (or at the time of original issuance, if the exercise of such option was determined not to be “remote”) and all stated interest on the junior subordinated debentures would thereafter be treated as OID as long as the junior subordinated debentures remained outstanding without regard to the timing of the payments under the junior subordinated debentures. In that case, a U.S. Holder’s allocable share of interest in respect of the junior subordinated debentures would constitute OID that would have to be included in income on a constant yield method before the receipt of the cash attributable to such income, regardless of the U.S. Holder’s method of tax accounting, and actual cash payments of stated interest would not be reported as taxable income. Consequently, the U.S. Holder would be required to include OID in gross income even though we would not make any actual cash payments during any period of interest deferral. Any OID included in income would increase the U.S. Holder’s adjusted tax basis in its trust preferred securities, and actual receipt of cash interest payments would reduce the U.S. Holder’s basis in the trust preferred securities.

Corporate U.S. Holders

      Because income underlying the trust preferred securities will not be characterized as dividends for U.S. federal income tax purposes, corporate U.S. Holders of the trust preferred securities will not be entitled to a dividends-received deduction for any income from the trust preferred securities.

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Sales of Trust Preferred Securities

      If a U.S. Holder sells its trust preferred securities, the U.S. Holder will recognize gain or loss in an amount equal to the difference between its adjusted tax basis in the trust preferred securities and the amount realized from the sale (generally, the selling price less any amount received in respect of accrued but unpaid interest not previously included in the holder’s income, which will be treated as interest). The U.S. Holder’s adjusted tax basis in the trust preferred securities generally will equal:

• the initial purchase price that the U.S. Holder paid for the trust preferred securities, plus

• in the event the debentures are treated as issued or reissued with OID, any accrued and unpaid distributions that the U.S. Holder was required to treat as OID less any cash distributions received in respect of accrued OID.

      Gain or loss recognized on the sale of trust preferred securities will generally be capital gain or loss except as discussed below. Capital gain recognized by an individual U.S. Holder in respect of trust preferred securities held for more than one year as of the date of sale will be long term capital gain, subject to a maximum federal income tax rate, under current law, of 15% through 2010.

      The trust preferred securities may trade at a price that does not reflect the value of accrued but unpaid interest relating to the underlying junior subordinated debentures. If a U.S. Holder disposes of its trust preferred securities, the holder will be required to include in ordinary income for U.S. federal income tax purposes any accrued but unpaid interest (including OID, if any) through the date of sale, which will increase the holder’s adjusted tax basis in the trust preferred securities. To the extent the sale price is less than the U.S. Holder’s adjusted tax basis, the U.S. Holder will recognize a capital loss. Subject to certain limited exceptions, capital losses cannot be applied to offset ordinary income for U.S. federal income tax purposes.

Receipt of Debentures Upon Liquidation of the Trust

      Under current law, if we dissolve the trust and cause the trust to distribute to a U.S. Holder its proportionate share of the junior subordinated debentures, the U.S. Holder will not be subject to tax if the trust is classified as a grantor trust (and not as an association taxable as a corporation). Rather, the U.S. Holder will have an adjusted tax basis in the junior subordinated debentures received in the liquidation equal to the adjusted tax basis in its trust preferred securities surrendered for the junior subordinated debentures. The U.S. Holder’s holding period for the junior subordinated debentures would include the period during which it had held the trust preferred securities. The U.S. Holder would continue to report interest (or, if applicable, OID) in respect of the junior subordinated debentures as described in “— Interest Income and Original Issue Discount” above.

Receipt of Cash Upon Liquidation of the Trust

      If we redeem the junior subordinated debentures for cash and the trust distributes the proceeds of the redemption to a U.S. Holder in redemption of its trust preferred securities, the redemption will be treated as a sale of the trust preferred securities, and the U.S. Holder would recognize gain or loss as described in “— Sales of Trust Preferred Securities” above.

Non-U.S. Holders

      Payments to a holder of a trust preferred security that is a Non-U.S. Holder will generally not be subject to withholding of income tax, provided that (a) the beneficial owner of the trust preferred security does not (directly or indirectly, actually or constructively) own 10% or more of the total combined voting power of all classes of stock of Great Wolf Resorts entitled to vote, (b) the beneficial owner of the trust preferred security is not a controlled foreign corporation that is related to Great Wolf Resorts through stock ownership, (c) the beneficial owner of the trust preferred security is not a bank receiving interest described in Section 881(c)(3)(A) of the Code, (d) the beneficial owner’s income and gain in respect of a trust preferred security is not effectively connected with the conduct of a United States trade or business, and (e) GW Capital Trust II or its agent has received from the beneficial owner of the trust preferred security a properly executed IRS Form W-8BEN or

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substantially similar form in the year in which the payment occurs, or in a preceding calendar year to the extent provided for in the instructions to the IRS Form W-8BEN.

      Changes in legislation affecting the income tax consequences of the junior subordinated debentures are possible, and could adversely affect the ability of Great Wolf Resorts to deduct the interest payable on the junior subordinated debentures. Moreover, any changes in legislation could adversely affect Non-U.S. Holders by characterizing income derived from the junior subordinated debentures as dividends, generally subject to a 30% withholding tax (or a lower rate under an applicable treaty) when paid to a Non-U.S. Holder, rather than as interest, which, as discussed above, may be exempt from income tax withholding in the hands of a Non-U.S. Holder.

      A Non-U.S. Holder of a trust preferred security will generally not be subject to withholding of income tax on any gain realized upon the sale or other disposition of a trust preferred security unless, in the case of certain Non-U.S. Holders who are nonresident alien individuals, the non-U.S. Holder is present in the United States for 183 or more days in the taxable year of disposition and certain other requirements are met.

      Notwithstanding the foregoing, in general, a Non-U.S. Holder will be subject to regular United States federal income tax in the same manner as a U.S. Holder with respect to its investment in the trust preferred securities, if that investment is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. In addition, a corporate Non-U.S. Holder that receives income that is or is deemed effectively connected with a trade or business in the United States may also be subject to the branch profits tax under Section 884 of the Code at the rate of 30% (or lower treaty rate). This tax is payable in addition to regular United States federal corporate income tax. To obtain an exemption from withholding on income from trust preferred securities that is effectively connected with the conduct of a trade or business in the United States, the Non-U.S. Holder must generally supply to the withholding agent an IRS Form W-8ECI.

Information Reporting and Backup Withholding

      In general, information reporting requirements will apply to payments made on, and proceeds from the sale of, the trust preferred securities held by a noncorporate U.S. Holder within the United States. In addition, payments made on, and payments of the proceeds from the sale of, the trust preferred securities to or through the United States office of a broker are subject to information reporting unless the holder thereof certifies as to its Non-U.S. Holder status or otherwise establishes an exemption from information reporting. Payments made on, and proceeds from the sale of, the trust preferred securities may also be subject to a “backup” withholding tax at the applicable statutory rate of tax unless the holder complies with certain identification or exemption requirements. Any amounts so withheld will be allowed as a credit against the holder’s income tax liability, or refunded, provided the required information is timely provided to the IRS.

THE PRECEDING DISCUSSION IS ONLY A SUMMARY AND DOES NOT ADDRESS THE CONSEQUENCES TO A PARTICULAR HOLDER OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE TRUST PREFERRED SECURITIES. POTENTIAL HOLDERS OF THE TRUST PREFERRED SECURITIES ARE URGED TO CONTACT THEIR OWN TAX ADVISORS TO DETERMINE THEIR PARTICULAR TAX CONSEQUENCES.

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CERTAIN ERISA PLAN CONSIDERATIONS

General

      Each fiduciary of a pension, profit-sharing or other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), should consider the fiduciary standards of ERISA in the context of the plan’s particular circumstances before authorizing an investment by the plan in the trust preferred securities. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the plan.

      There is a prohibition under Section 406 of ERISA and Section 4975 of the Code against a plan subject to ERISA and a plan, individual retirement account or other arrangement subject to Section 4975 of the Code (all, collectively, a “Plan”) from engaging in certain transactions with persons (referred to as “parties in interest” under ERISA or “disqualified persons” under the Code) having certain relationships with the Plan. A violation of these “prohibited transaction” rules may result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for such persons absent an applicable statutory or administrative exemption.

      An employee benefit plan that is a governmental plan (as described in Section 3(32) of ERISA), a church plan (as described in Section 3(33) of ERISA) and a foreign plan (as described in Section 4(b)(4) of ERISA) is not subject to the requirements of ERISA or Section 4975 of the Code. However, any such plan may be subject to federal, state, local or other laws or regulations that affect its ability to invest in the trust preferred securities. Any decision maker for a governmental, church or foreign plan considering an investment in the trust preferred securities should determine the need for and, if necessary, the availability of exemption under such laws or regulations for making such investment.

Plan Assets

      Under a regulation (the “Plan Asset Regulation”) issued by the U.S. Department of Labor, if “plan assets” of one, or more than one, Plan are used to acquire an equity interest in the GW Trust and no exemption is available under the Plan Asset Regulation, the assets of the GW Trust will themselves be deemed to be “plan assets” for purposes of ERISA and Section 4975 of the Code. The term “plan assets” is not defined by ERISA or the Code. An “equity interest” is defined under the Plan Asset Regulation generally as any interest in an entity other than an instrument that is treated as indebtedness under applicable local law and that has no substantial equity features.

      The Department of Labor in the preamble to the Plan Asset Regulation stated that the regulations focused on equity interests in an entity because equity interests provided a Plan with an opportunity to share in the success or failure of the entity to which the interest related. The trust preferred securities will be treated as indebtedness for U.S. federal income tax purposes, have no substantial equity features and provide no opportunity to receive more than the return on a Plan’s investment expressly called for under the terms of the trust preferred securities. However, the Plan Asset Regulation expressly states in relevant part that a profits interest in a partnership, an undivided interest property and a “beneficial” interest in a trust are “equity interests.” If our trust preferred securities constitute a “beneficial” interest in the GW Trust, then the assets of the GW Trust would be plan assets of a Plan which purchases any trust preferred securities unless there was an applicable exemption under the Plan Asset Regulation.

      Two exemptions might be applicable:

• one would apply if less than 25% of the value of each class of equity interests in the GW Trust are held by Plans and entities holding assets deemed to be “plan assets” of Plans (the “25% exemption”); or

• the other would apply if the trust preferred securities are “publicly-offered securities.”

      No monitoring or other measures will be taken to determine whether the conditions to the “25% exemption” are satisfied so it is unclear as to whether this exemption will apply. However, we expect that the trust preferred securities will qualify for the exemption for “publicly-offered securities.”

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      In order to qualify for this exemption, a security must be:

• widely held (which means held by 100 or more investors who are independent of the GW Trust and each other);

• freely transferable; and

• either (1) part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act, or (2) sold as part of an offering of a class of securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, and such class is registered under the Exchange Act.

      We expect that these conditions will be satisfied and that the trust preferred securities therefore will be “publicly-offered securities” under the Plan Asset Regulation, but we can not provide any definitive assurance that this exemption will apply.

      If no exemption is applicable under the Plan Asset Regulation, certain transactions by a Plan involving the GW Trust could be deemed to constitute direct or indirect prohibited transactions under ERISA and Section 4975 of the Code. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries and other persons considering purchasing the trust preferred securities on behalf of or with “plan assets” of any Plan consult with their counsel regarding the potential consequences if the assets of the trust were deemed to be “plan assets.”

Prohibited Transactions

      The acquisition of trust preferred securities by a Plan with respect to which we, the GW Trust, the property trustee or any underwriter is a party in interest or disqualified person could be deemed to constitute a prohibited transaction under Title I of ERISA or Section 4975 of the Code. Before acquiring trust preferred securities, any person who is, or who is acquiring such securities on behalf of, a Plan should determine either that such acquisition will not constitute a prohibited transaction or that an appropriate statutory or administrative exemption from the prohibited transaction rules is available. For example, a determination should be made that the Plan could make a loan or other extension of credit available to us without risking that such loan or other extension of credit constitute a non-exemption prohibited transaction under ERISA or the Code.

      Any purchaser or holder of trust preferred securities or any interest therein will be deemed to have represented by its purchase or holding thereof that it either (i) is not a Plan and is not purchasing the trust preferred securities on behalf of or with “plan assets” of any Plan, or (ii) is eligible for an applicable exemption from the prohibited transaction rules with respect to such purchase or holding.

General Investment Considerations

      Prospective fiduciaries of a Plan considering the purchase of trust preferred securities should consult with their legal advisors concerning the impact of ERISA and the Code and the potential consequences, taking into account the specific circumstances, of making an investment in the trust preferred securities. Each fiduciary of a Plan should take into account, among other considerations:

• whether the fiduciary has the authority to make the investment;

• the composition of the Plan’s portfolio with respect to diversification by type of asset;

• the Plan’s funding objectives;

• the tax effects of the investment;

• whether the assets of the trust that are represented by the trust preferred securities would be considered plan assets; and

• whether, under the general fiduciary standards of investment prudence and diversification, an investment in trust preferred securities is appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.

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UNDERWRITERS

      Under the terms and subject to the conditions of an underwriting agreement dated as of the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. Incorporated is acting as representative, have severally agreed to purchase, and the trust has agreed to sell to them, severally, the respective number of trust preferred securities set forth opposite their names below.

		Number of
		Trust Preferred
Name		Securities
Morgan Stanley & Co. Incorporated
	Total

      The underwriters are offering the trust preferred securities subject to their acceptance of the securities from the trust and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the trust preferred securities offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all the trust preferred securities offered by this prospectus if any such trust preferred securities are taken. However, the underwriters are not required to take or pay for the trust preferred securities covered by the underwriters’ over-allotment option described below.

      The underwriters initially propose to offer the trust preferred securities directly to the public at the public offering price set forth on the cover page of this prospectus. The underwriters may also offer the trust preferred securities to securities dealers at a price that represents a concession not in excess of $           per trust preferred security. Any underwriter may allow, and dealers may reallow, a concession not in excess of $          per trust preferred security to certain other dealers. After the initial offering of the trust preferred securities, the offering price and other selling terms may from time to time be changed by the underwriters.

      The table below shows the price and proceeds on a per trust preferred security and aggregate basis. The proceeds to be received by the trust as shown in the table below do not reflect estimated offering expenses of $540,000 payable by us.

		Total Without	Total With
	Per Trust	Exercise of	Exercise of
	Preferred	Over-Allotment	Over-Allotment
	Security	Option	Option
Public offering price	$	$	$
Underwriting discounts and commission to be paid by us	$	$	$
Proceeds to the trust	$	$	$

      The trust has granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an additional                      trust preferred securities at the public offering price on the cover page of this prospectus. The underwriters may exercise this option solely to cover overallotments, if any, made in connection with this offering. If the option is exercised, each underwriter will be obligated, subject to certain conditions, to purchase approximately the same percentage of additional trust preferred securities as the number

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set forth next to the underwriter’s name in the preceding table bears to the total number of trust preferred securities offered by the underwriters.

      Great Wolf Resorts and the trust have agreed that, without the prior written consent of Morgan Stanley & Co. Incorporated, on behalf of the underwriters, they will not, during the period beginning on the date of the underwriting agreement and continuing until the date that is 30 days after the closing date of this offering:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any securities of Great Wolf Resorts or the trust that are substantially similar to the trust preferred securities or securities convertible into or exercisable or exchangeable for such securities; or

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities,

whether any transactions described above are to be settled by securities, in cash or otherwise, except in the offering.

      Prior to this offering, there has been no public market for the trust preferred securities. The trust has applied for listing of the trust preferred securities on the Nasdaq. If the listing is approved, trading of the trust preferred securities on the Nasdaq is expected to commence within 30 days after they are first issued. The underwriters have advised us that they presently intend to make a market in the trust preferred securities prior to the commencement of trading on the Nasdaq. The underwriters are not obligated to make a market in the trust preferred securities, however, and may discontinue market making activities at any time without notice. No assurance can be given as to the liquidity of any trading market for the trust preferred securities.

      We and the trust have agreed to indemnify the underwriters and certain other persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make under the Securities Act.

      No action has been or will be taken by Great Wolf Resorts, the trust, or any underwriter that would permit a public offering of the trust preferred securities or possession or distribution of this prospectus or any other offering material relating to the trust preferred securities in any jurisdiction, other than the United States, where action for that purpose is required. No offers, sales or deliveries of the trust preferred securities, or distribution of this prospectus or any other offering material relating to the trust preferred securities, may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and will not impose any obligations on Great Wolf Resorts, the trust, or any underwriter.

      Each underwriter has represented and agreed that it will comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers the trust preferred securities or possesses or distributes this prospectus and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the trust preferred securities under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes purchases, offers or sales.

      The trust preferred securities are not being offered or sold outside of the United States.

      In order to facilitate the offering of the trust preferred securities, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the trust preferred securities. Specifically, the underwriters may overallot in connection with the offering, creating a short position in the trust preferred securities for their own account. A short sale is covered if the short position is no greater than the number of trust preferred securities available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing trust preferred securities in the open market. In determining the source of trust preferred securities to close out a covered short sale, the underwriters will consider, among other things, the open market price of the trust preferred securities compared to the price available under the over-allotment option. The underwriters may also sell trust preferred securities in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing trust preferred securities in the open market. A naked short position is more likely to

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be created if the underwriters are concerned that there may be downward pressure on the price of the trust preferred securities in the open market after pricing that could adversely affect investors who purchase trust preferred securities in the offering. As an additional means of facilitating the offering of trust preferred securities, the underwriters may bid for and purchase these trust preferred securities in the open market to stabilize the price of these trust preferred securities. Finally, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the trust preferred securities in the offering, if the syndicate repurchases previously distributed trust preferred securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the trust preferred securities above independent market levels or prevent or retard a decline in the market price of the trust preferred securities. The underwriters are not required to engage in these activities, and may end any of these activities at any time.

      The underwriters and any dealers utilized in the sale of trust preferred securities do not intend to confirm sales to accounts over which they exercise discretionary authority without the prior specific written approval of such customers.

      From time to time, the underwriters or their affiliates have provided, and continue to provide, investment banking services to Great Wolf Resorts and its affiliates.

      It is expected that delivery of the trust preferred securities will be made against payment therefor on or about the date specified in the last paragraph of the cover page of this prospectus, which will be the fifth business day following the date of the pricing of the trust preferred securities. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade trust preferred securities on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the trust preferred securities initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement.

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LEGAL MATTERS

      The validity of the guarantee, the junior subordinated debentures and certain matters relating thereto will be passed upon on our behalf by King & Spalding LLP. Certain matters of Delaware law relating to the validity of the trust preferred securities, the enforceability of the declaration and the creation of the trust will be passed upon on behalf of us and the trust by Richards, Layton & Finger, P.A., special Delaware counsel to us and the trust. Certain legal matters will be passed upon on behalf of the underwriters by Hunton & Williams LLP.

EXPERTS

      The consolidated financial statements of Great Wolf Resorts, Inc. and Subsidiaries as of December 31, 2005 and 2004 and for the period from December 21, 2004 through December 31, 2004 and the combined financial statements of Great Lakes Predecessor for the period from January 1, 2004 through December 20, 2004 and the year ended December 31, 2003, and management’s report on the effectiveness of internal control over financial reporting, incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which report expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting and does not express an opinion, or any other form of assurance, on management’s statement regarding the process taken by management to address the material weaknesses) incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

      The Dells/Sandusky historical financial statements as of December 20, 2004 and December 31, 2002 and 2003, and for the period ended December 20, 2004 and each of the years in the two-year period ended December 31, 2003, included in this prospectus have been audited by RubinBrown 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 trust preferred securities, junior subordinated debentures and guarantee 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 trust preferred securities, junior subordinated debentures and guarantee 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, 100 F Street, N.E., Washington, DC 20549. Information about the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0330. 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, are also available to you on the SEC’s web site, www.sec.gov and our website at www.greatwolf.com. The contents of these websites are not and shall not be deemed a part of this prospectus.

      We are subject to the information and reporting requirements of the Exchange Act, and file annual, quarterly and other periodic reports and proxy statements and make available to our stockholders quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information.

97

INCORPORATION BY REFERENCE

      The SEC allows us to “incorporate” into this prospectus the information we periodically file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Our SEC filing number is 0-51064. We incorporate by reference the documents listed below, other than information deemed to be furnished to rather than filed with the SEC:

•  Annual Report on Form 10-K for the fiscal year ended December 31, 2005;

•  Quarterly Report on Form 10-Q for the quarter ended March 31, 2006;

•  Current Reports on Form 8-K filed February 13, 2006, February 17, 2006, March 2, 2006 and June 19, 2006; and

•  Definitive Proxy Statement filed on April 10, 2006 in connection with the 2006 annual meeting of shareholders.

      Any statement incorporated or deemed to be incorporated herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

      Upon written or oral request, we will provide free of charge a copy of the documents we incorporate by reference to each person, including any beneficial owner of our common stock, to whom a copy of this prospectus is delivered. To request a copy of any or all of these documents, you should write or telephone us at the following address and telephone number:

Great Wolf Resorts, Inc.

122 West Washington Avenue

Madison, Wisconsin 53703

Telephone: (608) 661-4700

      In addition, you may access these reports incorporated by reference through our website at http://corp.greatwolfresorts.com/display.aspx?page=/SECFilings.

98

INDEX TO FINANCIAL STATEMENTS

		Page
		No.
Great Wolf Resorts, Inc. and Subsidiaries Unaudited Quarterly Financial Information:
	Condensed Consolidated Balance Sheets for Great Wolf Resorts, Inc. and subsidiaries as of March 31, 2006, and December 31, 2005		F-2
	Condensed Consolidated Statements of Operations for Great Wolf Resorts, Inc. and subsidiaries for the three months ended March 31, 2006 and March 31, 2005		F-3
	Condensed Consolidated Statements of Cash Flows for Great Wolf Resorts, Inc. and subsidiaries for the three months ended March 31, 2006 and March 31, 2005		F-4
	Notes to Condensed Consolidated Financial Statements		F-5
Great Wolf Resorts, Inc. and Subsidiaries Pro Forma Information:
	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2005		F-15
Dells/Sandusky Historical Information:
	Report of Independent Registered Public Accounting Firm		F-17
	Combined Balance Sheets as of December 20, 2004 and December 31, 2003 and 2002		F-18
	Combined Statements of Operations for the period beginning January 1, 2004 and ended December 20, 2004 and the years ended December 31, 2003 and 2002		F-19
	Combined Statements of Members’ Equity for the period beginning January 1, 2004 and ended December 20, 2004 and the years ended December 31, 2003 and 2002		F-20
	Combined Statements of Cash Flows for the period beginning January 1, 2004 and ended December 20, 2004 and the years ended December 31, 2003 and 2002		F-21
	Notes to Combined Financial Statements		F-22

F-1

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES UNAUDITED

QUARTERLY FINANCIAL INFORMATION

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

				March 31,			December 31,
				2006			2005
				(Unaudited)
				(Dollars in thousands,
				except per
				share amounts)
ASSETS
Current assets:
	Cash and cash equivalents			$	56,793		$	54,782
	Accounts receivable, net of allowance for doubtful accounts of $125 and $95				2,023			2,506
	Accounts receivable – affiliates				3,692			12,825
	Inventory				2,220			2,254
	Other current assets				5,773			1,996
		Total current assets			70,501			74,363
Property and equipment, net					401,891			385,391
Investment in affiliates					25,592			43,207
Other assets					13,736			11,741
Other intangible assets					23,829			23,829
Goodwill					66,995			66,995
		Total assets		$	602,544		$	605,526
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current portion of long-term debt			$	1,897		$	1,928
	Accounts payable				10,721			18,183
	Accrued expenses				10,440			9,311
	Accrued expenses – affiliates				2,271			3,576
	Advance deposits				8,301			5,680
	Gift certificates payable				1,782			2,126
	Other current liabilities				117			126
		Total current liabilities			35,529			40,930
Mortgage debt					157,182			154,092
Other long-term debt					12,319			12,308
Other long-term liabilities					391			391
Deferred tax liability					25,194			25,800
Deferred compensation liability					1,764			1,501
		Total liabilities			232,379			235,022
Minority Interest					6,569			6,593
Commitments and contingencies
Stockholders’ Equity:
	Common stock, $0.01 par value, 250,000,000 shares authorized, 30,277,308 shares issued and outstanding, at March 31, 2006 and December 31, 2005				303			303
	Additional paid in capital				394,693			394,212
	Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding				—			—
	Accumulated deficit				(29,200	)		(28,255	)
	Shares of common stock held in deferred compensation plan				(2,200	)		(2,349	)
			Total stockholders’ equity		363,596			363,911
		Total liabilities and stockholders’ equity		$	602,544		$	605,526

See accompanying notes to condensed consolidated financial statements.

F-2

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended
		March 31,
		2006			2005
		(Unaudited, dollars in
		thousands, except per
		share data)
Revenues:
	Rooms	$	22,687		$	18,076
	Food and beverage		5,771			4,695
	Other hotel operations		5,521			4,225
	Management and other fees		148			—
	Management and other fees — related parties		727			—
			34,854			26,996
	Other revenue from managed properties		2,982			—
Total revenues			37,836			26,996
Operating expenses by department:
	Rooms		2,997			2,638
	Food and beverage		4,871			3,763
	Other		4,327			3,268
Other operating expenses:
	Selling, general and administrative		11,650			7,238
	Property operating costs		4,877			6,057
	Depreciation and amortization		6,098			7,148
	Loss on sale of assets		578			—
			35,398			30,112
	Other expenses from managed properties		2,982			—
Total operating expenses			38,380			30,112
Net operating loss			(544	)		(3,116	)
Interest income			(683	)		(292	)
Interest expense			1,862			1,056
Loss before income taxes, minority interests, and equity in earnings unconsolidated affiliates			(1,723	)		(3,880	)
Income tax benefit			(675	)		(1,542	)
Minority interests, net of tax			(14	)		—
Equity in earnings of unconsolidated affiliates, net of tax			(89	)		—
Net loss		$	(945	)	$	(2,338	)
Net loss per share-basic		$	(0.03	)	$	(0.08	)
Net loss per share-diluted		$	(0.03	)	$	(0.08	)
Weighted average common shares outstanding:
	Basic		30,147,896			30,132,896
	Diluted		30,147,896			30,132,896

See accompanying notes to the condensed consolidated financial statements.

F-3

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			Three Months
			Ended March 31,
			2006			2005
			(Unaudited,
			dollars in
			thousands)
Operating activities:
	Net loss		$	(945	)	$	(2,338	)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation and amortization			6,098			7,148
	Non-cash employee compensation expense			796			338
	Loss on sale of assets			578			—
	Equity in unconsolidated affiliates			(148	)		—
	Minority interests			(24	)		—
	Deferred tax benefit			(606	)		(1,542	)
	Changes in operating assets and liabilities:
		Accounts receivable and other assets		2,913			(10,870	)
		Accounts payable, accrued expenses and other liabilities		(2,790	)		(2,023	)
Net cash provided by (used in) operating activities				5,872			(9,287	)
Investing activities:
	Capital expenditures for property and equipment			(25,574	)		(30,229	)
	Cash distributions from unconsolidated affiliates			18,816			—
	Investment in affiliates			(357	)		—
	Proceeds from sale of assets			1,540
		Increase in restricted cash		(977	)		(96	)
		(Increase) decrease in escrows		(379	)		248
Net cash used in investing activities				(6,931	)		(30,077	)
Financing activities:
	Principal payments on long-term debt			(510	)		(48,715	)
	Proceeds from issuance of long-term debt			3,580			75,483
	Payment of loan costs			—			(1,572	)
Net cash provided by financing activities				3,070			25,196
Net increase (decrease) in cash and cash equivalents				2,011			(14,168	)
Cash and cash equivalents, beginning of period				54,782			79,409
Cash and cash equivalents, end of period			$	56,793		$	65,241
Supplemental Cash Flow Information-Cash paid for interest, net of capitalized interest			$	1,681		$	552
	Cash paid for income taxes		$	192		$	1,058
Non-cash items:
		Construction in process accruals	$	5,846		$	14,090

See accompanying notes to the condensed consolidated financial statements.

F-4

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

1.     ORGANIZATION

      The terms “Great Wolf Resorts,” “us,” “we” and “our” are used in this report to refer to Great Wolf Resorts, Inc.

Business Summary

      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. Our resorts generally feature approximately 270 to 400 family suites that sleep from six to ten people and each includes a wet bar, microwave oven, refrigerator and dining and sitting area. 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 of our resorts. We operate under our Great Wolf Lodge and Blue Harbor Resort brand names. 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 generate revenues from licensing arrangements, management fees and other fees with respect to properties owned in whole or in part by third parties.

      The following table presents an overview of our portfolio of operating resorts and resorts announced or under construction. As of March 31, 2006, we operate six Great Wolf Lodge resorts (our signature northwoods-themed resorts), and one Blue Harbor Resort (a nautical-themed property).

											Indoor
											Entertainment
	Ownership					Guest			Condo		Area(1)
	Percentage			Opening		Suites			Units		(Approx. sq.ft)
Existing Resorts:
Wisconsin Dells, WI		30	%		1997		309			77		102,000
Sandusky, OH		30	%		2001		271			—		41,000
Traverse City, MI		100	%		2003		281			—		51,000
Kansas City, KS		100	%		2003		281			—		49,000
Sheboygan, WI		100	%		2004		183			64		54,000
Williamsburg, VA		100	%		2005		301	(2)		—		66,000
Pocono Mountains, PA		100	%		2005		401			—		91,000
Resorts Announced or Under Construction:
Niagara Falls, ONT(3)		—			April 2006		406			—		94,000
Mason, OH(4)		84	%		Fall 2006		401			—		92,000
Grand Mound, WA(5)		49	%		Late 2007		317			—		65,000
Grapevine, TX(6)		100	%		Late 2007		400			—		80,000

(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, Wiley’s Woods and party room in the resorts that have such amenities.
(2)	We plan to add an additional 103 guest suites as well as new waterpark attractions at our Williamsburg property. Construction for the expansion is expected to start in 2006 with expected completion in 2007.

F-5

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(3)	An affiliate of Ripley Entertainment, Inc., our licensee, which we refer to as Ripley’s, owns this resort. We assisted 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 through April 2016. We manage the resort on behalf of Ripley’s and also provide central reservation services. This resort opened on April 14, 2006.
(4)	We have entered into a joint venture agreement with Paramount Parks, Inc., a unit of CBS Corporation, to build this resort and attached conference center. We will operate the resort under our Great Wolf Lodge brand and have a majority of the equity position in the project. Paramount has a minority equity interest in the development. Construction on the resort began in July 2005 with expected completion of the resort in Fall 2006 and the conference center in early 2007.
(5)	We have entered into a joint venture agreement with The Confederated Tribes of the Chehalis Reservation to build this resort. We will operate the resort under our Great Wolf Lodge brand. The Confederated Tribes of the Chehalis Reservation will lease the land needed for the resort, and they will have a majority equity interest in the joint venture. Construction on the resort is expected to begin in Summer 2006 with expected completion in late 2007.
(6)	We have announced plans to develop a Great Wolf Lodge resort in Grapevine, Texas. The northwoods themed, eight-story, approximately 400-suite resort will provide a comprehensive package of first-class destination lodging amenities and activities. Construction on the resort began in June 2006 with expected completion in late 2007.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      General—We have prepared these unaudited interim financial statements according to the rules and regulations of the Securities and Exchange Commission. Accordingly, we have omitted certain information and footnote disclosures that are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These interim financial statements should be read in conjunction with the financial statements, accompanying notes and other information included in our Annual Report on Form 10-K for the year ended December 31, 2005.

      The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the financial condition and results of operations and cash flows for the periods presented. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Our actual results could differ from those estimates. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire year.

      Principles of Consolidation—Our consolidated financial statements include our accounts and the accounts of all of our majority owned subsidiaries. As part of our consolidation process, we eliminate all significant intercompany balances and transactions. We use the equity method to account for all of our investments in unconsolidated joint ventures, as we do not have any controlling interests.

      Minority Interest—We record the non-owned equity interests of our consolidated subsidiaries as minority interests on our consolidated balance sheets. The minority ownership interest of our earnings or loss, net of tax, is classified as “Minority interests” in our Condensed Consolidated Statements of Operations.

      Income Taxes—At the end of each interim reporting period, we estimate the effective tax rate expected to be applicable for the full fiscal year. The rate determined is used in providing for income taxes on a year-to-date basis.

      Segments—We are organized into a single operating division. Within that operating division, we have three reportable segments in 2006: resort ownership/operation, resort third-party management and condominium sales. The resort ownership/operation segment derives its revenues from the ownership/operation of our consolidated owned resorts; the resort third-party management segment derives its revenue from management, license and other related fees from unconsolidated managed resorts; and the condominium sales segment derives its revenues from sales of condominium units to third-part owners. We evaluate the performance of each segment based on

F-6

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

earnings before interest, income taxes, and depreciation and amortization (EBITDA), excluding minority interests and equity in earnings of unconsolidated affiliates. The following summarizes significant financial information regarding our segments:

	Resort			Resort Third-							Totals per
	Ownership/			Party		Condominium					Financial
	Operation			Management		Sales		Other			Statements
Quarter ended March 31, 2006
Revenues	$	33,979		$	3,857	$	—	$	—		$	37,836
EBITDA, excluding certain items		8,103			875		—		(3,424	)	$	5,554
Depreciation and amortization		(5,995	)		—		—		(103	)		(6,098	)
Interest expense, net		—			—		—		—			(1,179	)
Loss before income taxes, minority interests, and equity in earnings of unconsolidated affiliates		—			—		—		—		$	(1,723	)
Additions to long-lived assets		25,574			—		—		—		$	25,574
Total assets		485,589			—		—		116,955		$	602,544

	Resort			Resort Third-							Totals per
	Ownership/			Party		Condominium					Financial
	Operation			Management		Sales		Other			Statements
Quarter ended March 31, 2005
Revenues	$	26,996		$	—	$	—	$	—		$	26,996
EBITDA, excluding certain items		5,280			—		—		(1,248	)	$	4,032
Depreciation and amortization		(6,961	)		—		—		(187	)		(7,148	)
Interest expense, net		—			—		—		—			(764	)
Loss before income taxes, minority interests, and equity in earnings of unconsolidated affiliates		—			—		—		—		$	(3,880	)
Additions to long-lived assets		30,229			—		—		—		$	30,229
Total assets		536,801			—		—		114,738		$	651,539

      The Other items in the table above represent corporate-level activities that do not constitute a reportable segment. Total assets at the corporate level primarily consist of cash and our investment in affiliates. Goodwill is included in our resort ownership/operation segment, and intangible assets are included in Other.

      Recent Accounting Pronouncements—In May 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections” (SFAS 154), to replace APB Opinion No. 20, Reporting Accounting Changes in Interim Financial Statements. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and requires retrospective application to prior periods’ financial statements, unless it is impracticable to determine period specific effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of this Statement did not have a material effect on our results of operations or financial condition.

F-7

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.     INVESTMENT IN AFFILIATES

      On March 2, 2006, our joint venture with CNL entered into a loan agreement and borrowed $63,000. The loan is secured by the joint venture’s interests in its owned Great Wolf Lodge resorts in Wisconsin Dells, Wisconsin and Sandusky, Ohio. Pursuant to the joint venture agreement, we received 30% of the net loan proceeds, or approximately $18,600. We intend to use our portion of the loan proceeds to fund a portion of our current and future development projects.

4.     SHARE-BASED COMPENSATION

      Effective January 1, 2006, we adopted Statement of Financial Accounting Standards 123(R), Share-Based Payment (SFAS 123(R)), using the modified prospective application transition method. Before we adopted SFAS 123(R), we accounted for share-based compensation in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Other than for the expense related to our deferred compensation shares and our non-vested shares, no share-based employee compensation cost has been reflected in net income prior to January 1, 2006.

      We recognized $796 and $338, net of estimated forfeitures, in share-based compensation expense for the three months ended March 31, 2006 and March 31, 2005, respectively. The total income tax benefit recognized related to share-based compensation was $318 and $135 for the three months ended March 31, 2006 and 2005, respectively. We recognize compensation expense on grants of share-based compensation awards on a straight-line basis over the requisite service period of each award recipient. As of March 31, 2006, total unrecognized compensation cost related to share-based compensation awards was $4,369, which we expect to recognize over a weighted average period of approximately 1.7 years.

      The Great Wolf Resorts 2004 Incentive Stock Plan (the Plan) authorizes us to grant up to 3,380,520 options, stock appreciation rights or shares of our common stock to employees and directors. At March 31, 2006, there were 1,993,759 shares available for future grants under the Plan.

      We anticipate having to issue new shares of our common stock for stock option exercises.

Stock Options

      We have granted non-qualified stock options to purchase our common stock under the Plan at prices equal to the fair market value of the common stock on the grant dates. The exercise price for certain options granted under the plans may be paid in cash, shares of common stock or a combination of cash and shares. Stock options expire ten years from the grant date and vest ratably over three years.

      We recorded stock option expense of $482 for the three months ended March 31, 2006. The per share weighted average fair value of stock options granted during the three months ended March 31, 2005 was $4.94. There were no stock options granted during the three months ended March 31, 2006. We estimated the fair value of each stock option on the date of grant using the Black-Scholes pricing model and the following assumptions:

	Three
	Months
	Ended
	March 31,
	2005
Dividend yield		—
Weighted average, risk free interest rate		3.65	%
Weighted average, expected life of option		6.0 years
Expected stock price volatility		40.00	%

      We used an expected dividend yield of 0% as we do not currently pay a dividend and do not contemplate paying a dividend in the foreseeable future. The weighted average, risk free interest rate is based on the U.S.

F-8

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Treasury note rate at the beginning of the period. The weighted average expected life of our options is based on the simplified calculation allowed under SFAS 123(R). Due to our formation in December 2004, our expected stock price volatility is estimated using daily returns data for the five-year period ending on the grant date for a group of peer companies.

      A summary of stock option activity during the three months ended March 31, 2006 is:

					Weighted
					Average		Weighted Average
					Exercise		Remaining
		Shares			Price		Contractual Life
Number of shares under option:
	Outstanding at beginning of period		1,405,834		$	17.25
	Granted		—
	Exercised		—
	Forfeited		(143,166	)	$	17.08
	Outstanding at end of period		1,262,668		$	17.27		8.75
	Exercisable at end of period		443,852		$	17.03		8.75

      At March 31, 2006, all of our option grant prices were below our stock price. Therefore, we believe there was no intrinsic value for our outstanding or exercisable shares at March 31, 2006.

Market Condition Share Awards

      Certain officers and key employees are eligible to receive shares of our common stock in payment of market condition share awards granted to them in accordance with the terms thereof. During the quarter ended March 31, 2006, 81,820 market condition share awards were granted. Grantees of market condition shares will be eligible to receive shares of our common stock based on our common stock’s performance in calendar year 2006 relative to a small cap stock index, as designated by the Compensation Committee of the Board of Directors. No market condition share awards were outstanding as of March 31, 2005 or January 1, 2006.

      We recorded share based expense of $85 for the three months ended March 31, 2006. The per share fair value of market condition shares granted during the quarter ended March 31, 2006 was $5.76 and was determined using a Monte Carlo simulation and the following assumptions:

Dividend yield	—
Weighted average, risk free interest rate	4.12	%
Expected stock price volatility (peer group of companies)	31.00	%
Expected stock price volatility (small-cap stock index)	17.50	%

      We used an expected dividend yield of 0% as we do not currently pay a dividend and do not contemplate paying a dividend in the foreseeable future. The weighted average, risk free interest rate is based on the one-year T-bill rate. Our expected stock price volatility was estimated using daily returns data for the three-year period ending on the grant date for peer group companies. The expected stock price volatility for the small cap stock index was estimated using three-year return averages.

Performance Share Awards

      Certain officers and key employees are eligible to receive shares of our common stock in payment of performance share awards granted to them in accordance with the terms thereof. During the quarter ended March 31, 2006, 27,273 performance share awards were granted. Grantees of performance shares will be eligible to receive shares of our common stock based on the achievement of certain individual and departmental

F-9

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

performance criteria in 2006. We recorded share based expense of $55 for the three months ended March 31, 2006. The per share fair value of performance shares granted during the quarter ended March 31, 2006 was $11.03, which represents the fair value of our common stock on the grant date. No performance share awards were outstanding as of March 31, 2005 or January 1, 2006.

Deferred Compensation Awards

      Pursuant to their employment arrangements, certain executives received bonuses upon completion of the initial public offering of our common stock in 2004 (the IPO). Executives receiving bonus payments totaling $2,200 elected to defer those payments pursuant to our deferred compensation plan. To satisfy this obligation, we contributed 129,412 shares of our common stock to the trust that holds the assets to pay obligations under our deferred compensation plan. The fair value of that stock at the date of contribution was $2,200. In accordance with the provisions of EITF Issue No. 97-14, “Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested,” we have recorded the fair value of the shares of common stock, at the date the shares were contributed to the trust, as a reduction of our stockholders’ equity. Also, as prescribed by EITF Issue No. 97-14, we account for the change in fair value of the shares held in the trust as a charge to compensation cost. We recorded share based expense of $166 and $338 for the three months ended March 31, 2006 and 2005, respectively.

Non-vested Shares

      We have granted non-vested shares to certain employees. Shares vest over five years. We valued the non-vested shares at the closing market value of our common stock on the date of grant.

      A summary of non-vested shares activity for the three months ended March 31, 2006 is as follows:

				Weighted
				Average
				Grant Date		Aggregate
		Shares		Fair Value		Intrinsic Value
Non-vested shares balance at beginning of period			15,000	$	10.09
	Granted		—
	Vested		—
Non-vested shares balance at end of period			15,000	$	10.09	$	23

      We recorded share based expense of $8 for the three months ended March 31, 2006. There were no non-vested shares outstanding at March 31, 2005.

Prior Year Pro Forma Expense

      The following table illustrates the effect on net income and earnings per share as if the fair value-based method provided by SFAS No. 123, Accounting for Stock-Based Compensation, had been applied for all outstanding and unvested awards for periods prior to the adoption of SFAS 123(R):

		Three Months Ended
		March 31, 2005
Net loss, as reported		$	(2,338	)
Compensation expense, SFAS 123 fair value method			(328	)
	Pro forma net loss	$	(2,666	)
	Pro forma net loss per share — basic	$	(0.09	)
	Pro forma net loss per share — diluted	$	(0.09	)

F-10

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5.     PROPERTY AND EQUIPMENT

      Property and equipment consist of the following:

		March 31,			December 31,
		2006			2005
Land and improvements		$	38,874		$	38,735
Building and improvements			150,735			150,184
Furniture, fixtures and equipment			169,029			167,691
Construction in process			67,264			46,448
			425,902			403,058
	Less accumulated depreciation		(24,011	)		(17,667	)
Property and equipment, net		$	401,891		$	385,391

      Depreciation expense was $6,344, and $4,848 for the three months ended March 31, 2006 and 2005, respectively.

6.     LONG-TERM DEBT

      Long-term debt consists of the following:

		March 31,			December 31,
		2006			2005
Long-Term Debt:
	Traverse City/Kansas City mortgage loan	$	73,674		$	73,979
	Sheboygan mortgage loan		28,801			28,939
	Junior subordinated debentures		51,550			51,550
	Mason construction loan		3,531			—
	Other mortgage debt		1,523			1,552
Other Debt:
	City of Sheboygan bonds		8,337			8,288
	City of Sheboygan loan		3,982			4,020
			171,398			168,328
Less current portion of long-term debt			(1,897	)		(1,928	)
		$	169,501		$	166,400

      Traverse City/Kansas City Mortgage Loan—Upon closing the IPO, we entered into a $75,000 ten-year loan secured by our Traverse City and Kansas City resorts. The loan bears interest at a fixed rate of 6.96% and is subject to a 25-year principal amortization schedule. The loan matures in January 2015. The loan has customary financial and operating debt compliance covenants, including 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 divided by their combined annual interest expense and principal amortization. The loan also has customary prohibitions on our ability to prepay the loan prior to maturity. We were in compliance with all covenants under this loan at March 31, 2006.

      Sheboygan Mortgage Loan—The Sheboygan mortgage loan is secured by our Sheboygan resort. The loan converted from a construction loan into a mortgage loan in January 2005. The loan matures in January 2008 and bears interest at a floating rate of prime plus 200 basis points (9.632% as of March 31, 2006) and is subject to a 20-year principal amortization schedule. The loan has customary covenants associated with a single asset

F-11

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

mortgage. There are no prohibitions or fees associated with the prepayment of the loan principal. We were in compliance with the mortgage loan covenants at March 31, 2006.

      Junior Subordinated Debentures—In March 2005 we completed a private offering of $50,000 of trust preferred securities (TPS) through Great Wolf Capital Trust I (the Trust), a Delaware statutory trust which is our subsidiary. The securities pay holders cumulative cash distributions at an annual rate which is fixed at 7.80% through March 2015 and then floats at LIBOR + 310 basis points thereafter. The securities mature in March 2035 and are callable at no premium after March 2010. In addition, we invested $1,500 in the Trust’s common securities, representing 3% of the total capitalization of the Trust.

      The Trust used the proceeds of the offering and our investment to purchase from us $51,550 of our junior subordinated debentures with payment terms that mirror the distribution terms of the trust securities. The costs of the trust preferred offering totaled $1,600, including $1,500 of underwriting commissions and expenses and $100 of costs incurred directly by the Trust. The Trust paid these costs utilizing an investment from us. These costs are being amortized over a 30-year period. The proceeds from our debenture sale, net of the costs of the trust preferred offering and our investment in the Trust, were $48,400. We used the net proceeds to retire the Pocono Mountains construction loan.

      As a result of the issuance of a revision to FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities” and the accounting profession’s application of the guidance provided by the FASB, issue trusts, like the Trust, are generally variable interest entities. We have determined that we are not the primary beneficiary under the Trust, and accordingly we do not include the financial statements of the Trust in our consolidated financial statements.

      Based on the foregoing accounting authority, our consolidated financial statements present the debentures issued to the Trust as long-term debt. Our investment in the Trust is accounted as a cost investment and is included in other assets. For financial reporting purposes, we record interest expense on the corresponding debentures in our consolidated statements of operations.

      Mason Construction Loan—In December 2005 we closed on a $76,800 loan to construct The Great Wolf Lodge in Mason, Ohio. The loan is secured by a first mortgage on the Mason, Ohio property and matures in December 2008. The loan also has two one-year extensions after the initial 3-year term available at our option. The lenders have a construction and debt service guaranty from us. In conjunction with the debt service guaranty, we must maintain a maximum ratio of long-term debt to consolidated trailing twelve month adjusted EBITDA of 6.50x and a minimum tangible net worth of $200,000 or greater. The construction guaranty expires at the opening date of the resort and the debt service guaranty expires once the resort achieves a trailing cash flow threshold. The loan bears interest at a floating rate of 30 day LIBOR plus a spread of 265 basis points (total rate of 7.48% as of March 31, 2006). The loan is interest only during the initial three-year term and then is subject to a 25-year amortization schedule in the extension years. The loan has customary covenants associated with the individual mortgaged property. There are no prohibitions or fees associated with the repayment of the loan principal. We were in compliance with the loan covenants at March 31, 2006.

      City of Sheboygan Bonds—The City of Sheboygan (the City) bonds represent the face amount of bond anticipation notes (BANs) issued by the City in November 2003 in conjunction with the construction of the Blue Harbor Resort in Sheboygan, Wisconsin. In accordance with the provisions of EITF Issue No. 91-10, we have recognized as a liability the obligations for the BANs. The notes bear interest at an annual rate of 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. We have an obligation to fund payment of these BANs. Our 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.

F-12

GREAT WOLF RESORTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      City of Sheboygan Loan—The City of Sheboygan loan amount represents a loan made by the City in 2005 in conjunction with the construction of the Blue Harbor Resort in Sheboygan, Wisconsin. The loan is noninterest bearing and matures in 2018. Our 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.

      Future Maturities—Future principal requirements on long-term debt and other long-term liabilities are as follows:

	Through
	March 31,
2007	$	1,897
2008		29,697
2009		1,559
2010		5,206
2011		1,799
Thereafter		131,240
Total	$	171,398

7.     EARNINGS PER SHARE

      We calculate our basic earnings per common share by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding. Our diluted earnings per common share assumes the issuance of common stock for all potentially dilutive stock equivalents outstanding using the treasury stock method. In periods in which we incur a net loss, we exclude potentially dilutive stock equivalents from the computation of diluted weighted average shares outstanding as the effect of those potentially dilutive items is anti-dilutive.

      The trust that holds the assets to pay obligations under our deferred compensation plan has 129,412 shares of our common stock. In accordance with the provisions of EITF Issue No. 97-14, “Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested,” we treat those shares of common stock as treasury stock for purposes of our earnings per share computations and therefore we exclude them from our basic and diluted earnings per share calculations. Basic and diluted earnings per common share are as follows:

	Three months ended
	March 31,
	2006			2005
Net loss attributable to common shares	$	(945	)	$	(2,338	)
Weighted average common shares outstanding—basic		30,147,896			30,132,896
Weighted average common shares outstanding—diluted		30,147,896			30,132,896
Net loss per share—basic	$	(0.03	)	$	(0.08	)
Net loss per share—diluted	$	(0.03	)	$	(0.08	)

      Options to purchase 1,262,668 and 1,000 shares of common stock were not included in the computations of diluted earnings per share for the three months ended March 31, 2006, and 2005, respectively, because the exercise prices for the options were greater than the average market price of the common shares during that period. There were 109,093 shares of common stock that were not included in the computation of diluted earnings per share for the three months ended March 31, 2006, because the market and/or performance criteria related to these shares had not been met at March 31, 2006.

F-13

GREAT WOLF RESORTS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

      The terms “Great Wolf Resorts,” “us,” “we” and “our” are used in these pro forma financial statements to refer to Great Wolf Resorts, Inc.

      The accompanying unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2005 has been prepared to give pro forma effect to our October 2005 sale of certain resort assets to a joint venture (the “Partnership”) comprised of affiliates of CNL Income Properties, Inc. and us, as if the sale had occurred on January 1, 2005. All material adjustments necessary to reflect this transaction is presented in the pro forma adjustments columns, which are further described in the notes below.

      The pro forma condensed consolidated statement of operations assume all of the following occurred on January 1, 2005:

• Selling to the Partnership two waterpark resorts: the 309-suite Great Wolf Lodge resort in Wisconsin Dells, Wisconsin and the 271-suite Great Wolf Lodge resort in Sandusky, Ohio (the “Properties”), both of which we previously owned and operated, following the purchase of the Properties on December 20, 2004. The Properties were valued at a total sales price of $114.5 million. CNL Income Properties acquired a 70% interest in the Partnership for approximately $80.1 million;

• Entering into agreements to manage the Properties and to license the Great Wolf Lodge brand to the Partnership, pursuant to long-term management and license agreements, respectively;

• Establishing an investment in affiliate for the 30% interest in the Properties we retained following the sale;

• Escrowing $17.5 million of our initial $80.1 million in total proceeds, in order to fund the construction of an approximately 38,000 square-foot waterpark expansion at the Great Wolf Lodge in Wisconsin Dells, Wisconsin and recording a liability of $8.1 million as the estimated cost of that expansion project;

• Removing $43.2 million of goodwill from our books as part of the carrying value of the resorts disposed of in the sale; and

• Terminating a $75.0 million revolving credit facility secured by the resorts disposed of in the sale, none of which was outstanding at the time of the sale of the Properties.

      The Partnership was evaluated in accordance with FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, an interpretation of ARB No. 51, and was determined not to be a variable interest entity. Accordingly, we have accounted for our 30% ownership interest in the Partnership using the equity method of accounting.

      The pro forma condensed consolidated statement of operations should be read in conjunction with the historical consolidated financial statements of Great Wolf Resorts, Inc. and Subsidiaries and the historical combined financial statements of the Great Lakes Predecessor and Dells/Sandusky and related notes either incorporated by reference or appearing elsewhere in this prospectus.

      The pro forma condensed consolidated statement of operations is for informational purposes only and should not be considered indicative of actual results that would have been achieved had the transactions actually occurred on the date or been in effect during the period indicated. The pro forma financial information should not be viewed as indicative of our financial results or conditions in the future.

F-14

GREAT WOLF RESORTS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2005

(Dollars in thousands, except per share amounts)

					Transaction
		Historical			Adjustments			Pro Forma
		(A)						(G)
Revenues:
	Rooms	$	73,207		$	(20,981	)(B)	$	52,226
	Food and beverage		18,897			(5,022	)(B)		13,875
	Other hotel operations		17,949			(4,208	)(B)		13,741
	Management and other fees		976			2,232	(C)		3,208
	Sale of condominiums		25,862			(25,862	)(B)		—
			136,891			(53,841	)		83,050
	Other revenue from managed properties		2,524			8,689	(D)		11,213
Total revenues			139,415			(45,152	)		94,263
Operating expenses by department:
	Rooms		10,944			(3,469	)(B)		7,475
	Food and beverage		16,532			(4,099	)(B)		12,433
	Other		14,875			(3,601	)(B)		11,274
Other operating expenses:
	Selling, general and administrative		26,894			(7,133	)(B)		19,761
	Property operating costs		24,798			(5,083	)(B)		19,715
	Depreciation and amortization		26,248			(5,768	)(B)		19,311
						(1,169	)(F)
	Cost of sales of condominiums		16,780			(16,780	)(B)		—
	Loss on sale of property		26,161			(26,161	)(G)		—
			163,232			(73,263	)		89,969
	Other expenses from managed properties		2,524			8,689	(D)		11,213
Total operating expenses			165,756			(64,574	)		101,182
Net operating income (loss)			(26,341	)		19,422			(6,919	)
Interest income			(1,623	)		10	(B)		(1,613	)
Interest expense			6,728			(1	)(B)		6,431
						(296	)(F)
Income (loss) before income taxes, minority interests, and equity in earnings of unconsolidated affiliates			(31,446	)		19,709			(11,737	)
Income tax expense (benefit)			(7,199	)		2,504	(H)		(4,695	)
Minority interests			(4	)		—			(4	)
Equity in earnings (loss) of unconsolidated affiliates, net of tax			170			(1,827	)(E)		(1,657	)
Net income (loss)		$	(24,413	)	$	19,032		$	(5,381	)
Net income (loss) per share-basic		$	(0.81	)				$	(0.18	)
Net income (loss) per share-diluted		$	(0.81	)				$	(0.18	)
Weighted average common shares outstanding:
	Basic		30,134,146						30,134,146
	Diluted		30,134,146						30,134,146

F-15

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

(dollars in thousands)

      (A) Reflects our historical condensed consolidated statement of operations for the year ended December 31, 2005.

      (B) Reflects the historical condensed statement of operations for the Properties included within our results for the year ended December 31, 2005.

      (C) Reflects the revenue earned by us from management fees, license fees and central reservation charges related to the Properties.

      (D) Reflects amounts recorded 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 revenues 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 we are the employer. The reimbursement of those costs by the joint venture is recorded as revenue with a corresponding expense.

      (E) Reflects our equity in earnings of affiliates related to our 30% ownership interest in the Partnership.

      (F) Reflects the reduction in amortization and interest expense as a result of the termination of an existing revolving credit facility in conjunction with the sale of the Properties to the Partnership.

      (G) Pro forma results for the year ended December 31, 2005 exclude the net loss of $(26,161) on the sale of the Properties recorded in conjunction with the formation of the Partnership.

      (H) Reflects the adjustments to record income tax expense (benefit) at the statutory tax rate of 40%.

F-16

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 20, 2004 and December 31, 2003 and 2002, and the related combined statements of operations, members’ equity (deficit) and cash flows for the period ended December 20, 2004 and for the years ended December 31, 2003 and 2002. 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 auditing standards generally accepted in the United States of America. 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements, 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 20, 2004 and December 31, 2003 and 2002, and the results of their combined operations and their cash flows for the period ended December 20, 2004 and for the years ended December 31, 2003 and 2002, in conformity with accounting principles generally accepted in the United States of America.

RubinBrown LLP

St. Louis, Missouri

May 5, 2005 (except for Note 12, which

is dated January 20, 2006)

F-17

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

COMBINED BALANCE SHEETS

							December 31,
				December 20,
				2004			2003		2002
ASSETS
Current Assets
	Cash and cash equivalents			$	2,155,348		$	1,181,318	$	1,459,604
	Certificates of deposit				—			2,991,810		3,165,434
	Due from Class B Member				385,000			385,000		385,000
	Accounts receivable (Note 5)				555,285			210,737		232,037
	Inventories				662,653			648,159		558,008
	Prepaid expenses				158,876			214,885		186,644
		Total Current Assets			3,917,162			5,631,909		5,986,727
Property And Equipment (Notes 3 And 4)					51,956,429			57,135,713		61,287,118
Other Assets
Replacement reserve fund (Note 4)					1,354,908			2,386,852		1,053,790
Real estate tax escrow					205,036			186,465		261,900
Goodwill, net					24,456,689			24,456,689		24,456,689
Loan fees, net (Note 11)					527,177			567,297		591,501
		Total Other Assets			26,543,810			27,597,303		26,363,880
			TOTAL ASSETS	$	82,417,401		$	90,364,925	$	93,637,725
LIABILITIES AND MEMBERS’ EQUITY (DEFICIT)
Current Liabilities
	Current maturities of long-term debt (Notes 4 and 11)			$	75,663,531		$	2,394,410	$	1,711,428
	Accounts payable				1,666,765			1,425,915		1,093,871
	Accrued expenses				1,367,489			1,302,262		1,183,929
	Gift certificates payable				770,984			700,640		738,852
	Accrued interest expense				506,777			279,103		276,675
	Accrued payroll				195,405			618,864		407,199
	Accrued real estate taxes				1,334,639			1,103,938		1,003,640
	Accounts payable— related party (Note 5)				173,190			264,986		379,612
	Advance deposits				2,100,879			1,796,352		1,649,912
	Note payable— related party (Note 5)				—			50,000		—
	Due to Class A Member				385,000			385,000		385,000
		Total Current Liabilities			84,164,659			10,321,470		8,830,118
Long-Term Debt (Notes 4 And 11)					36,510			75,433,543		76,339,066
		Total Liabilities			84,201,169			85,755,013		85,169,184
Members’ Equity (Deficit)					(1,783,768	)		4,609,912		8,468,541
			TOTAL LIABILITIES & EQUITY	$	82,417,401		$	90,364,925	$	93,637,725

See the accompanying notes to combined financial statements.

F-18

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

COMBINED STATEMENTS OF OPERATIONS

			For the Period
			Beginning
			January 1, 2004			For the Years Ended
			and Ended			December 31,
			December 20,
			2004			2003			2002
Revenues
	Rooms		$	27,596,922		$	29,172,346		$	28,995,017
	Food and beverage			6,446,933			6,601,604			6,341,744
	Other			4,861,169			4,944,122			5,090,895
		Total Revenues		38,905,024			40,718,072			40,427,656
Departmental Expenses
	Rooms			4,093,952			4,311,459			4,453,222
	Food and beverage			5,380,278			4,925,076			4,861,466
	Other			4,028,170			4,083,573			4,181,499
		Total Departmental Expenses		13,502,400			13,320,108			13,496,187
Operating Expenses
	Administrative and general			5,940,826			5,538,261			4,642,379
	Property taxes, insurance and other			5,594,317			4,968,364			4,256,672
	Management fees (Note 5)			1,327,834			1,030,268			1,417,918
	Geographic development fee (Note 6)			694,519			989,222			432,348
	Depreciation and amortization			8,000,986			8,089,757			8,414,284
	Other			—			—			49,735
		Total Operating Expenses		21,558,482			20,615,872			19,213,336
Income From Operations				3,844,142			6,782,092			7,718,133
Other Income (Expense)
	Interest income			32,061			152,037			159,129
	Interest expense			(4,549,132	)		(4,817,758	)		(5,054,850	)
		Total Other Income (Expense)		(4,517,071	)		(4,665,721	)		(4,895,721	)
Net Income (Loss)			$	(672,929	)	$	2,116,371		$	2,822,412

See the accompanying notes to combined financial statements.

F-19

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

COMBINED STATEMENTS OF MEMBERS’ EQUITY (DEFICIT)

For The Period Beginning January 1, 2004 And Ended December 20, 2004

And For The Years Ended December 31, 2003 And 2002

	Great Bear Lodge Of Wisconsin Dells, LLC									Great Bear Lodge Of Sandusky, LLC												Combined
				SunAmerica			Total			GLGB			GLGB			SunAmerica			Total			Total
	GLGB			Housing			Members’			Manager I,			Investor I,			Housing			Members’			Members’
	Manager II,			Fund 815,			Equity			LLC			LLC			Fund 726,			Equity			Equity
	LLC (30%)			LP (70%)			(Deficit)			(20%)			(30%)			LP (50%)			(Deficit)			(Deficit)
Balance (Deficit)— January 1, 2002	$	(2,785,371	)	$	9,695,840		$	6,910,469		$	4,038		$	3,016,833		$	4,513,975		$	7,534,846		$	14,445,315
Net Income (Loss)		(27,145	)		(63,337	)		(90,482	)		582,579			873,868			1,456,447			2,912,894			2,822,412
Contributions		—			—			—			—			—			814			814			814
Distributions		(440,000	)		(2,310,000	)		(2,750,000	)		(1,989,347	)		(1,356,506	)		(2,704,147	)		(6,050,000	)		(8,800,000	)
Balance (Deficit)— December 31, 2002		(3,252,516	)		7,322,503			4,069,987			(1,402,730	)		2,534,195			3,267,089			4,398,554			8,468,541
Net Income (Loss)		(382,638	)		(892,821	)		(1,275,459	)		678,366			1,017,549			1,695,915			3,391,830			2,116,371
Distributions		—			—			—			(2,092,356	)		(1,296,985	)		(2,585,659	)		(5,975,000	)		(5,975,000	)
Balance (Deficit)— December 31, 2003		(3,635,154	)		6,429,682			2,794,528			(2,816,720	)		2,254,759			2,377,345			1,815,384			4,609,912
Net Income (Loss)		(929,421	)		(2,168,650	)		(3,098,071	)		485,028			727,543			1,212,571			2,425,142			(672,929	)
Distributions		—			(682,987	)		(682,987	)		(1,750,280	)		(1,099,704	)		(2,187,780	)		(5,037,764	)		(5,720,751	)
Balance (Deficit)— December 20, 2004	$	(4,564,575	)	$	3,578,045		$	(986,530	)	$	(4,081,972	)	$	1,882,598		$	1,402,136		$	(797,238	)	$	(1,783,768	)

See the accompanying notes to combined financial statements.

F-20

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

COMBINED STATEMENTS OF CASH FLOWS

				For the Period
				Beginning
				January 1, 2004			For the Years Ended
				and Ended			December 31,
				December 20,
				2004			2003			2002
Cash Flows From Operating Activities
	Net income (loss)			$	(672,929	)	$	2,116,371		$	2,822,412
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization			8,000,986			8,089,757			8,414,284
		Bad debt expense			—			3,742			1,750
		Gain on asset disposal			—			(867	)		—
		Change in operating assets and liabilities:
			Accounts receivable		(344,548	)		17,558			61,393
			Inventories		(14,494	)		(90,151	)		(100,006	)
			Prepaid expenses		56,009			(28,241	)		(63,661	)
			Accounts payable		240,850			332,045			207,455
			Accrued expenses		100,143			432,722			134,564
			Gift certificates payable		70,344			(38,212	)		17,009
			Accounts payable-related party		(91,796	)		(114,626	)		288,776
			Advance deposits		304,527			146,440			(423,162	)
Net Cash Provided By Operating Activities					7,649,092			10,866,538			11,360,814
Cash Flows From Investing Activities
	Capital expenditures				(2,597,077	)		(3,695,161	)		(4,167,960	)
	Net withdrawals from (contributions to) real estate tax escrow				(18,571	)		75,435			4,784
	Proceeds from sale of assets				—			26,000			—
	Net deposits (to) from certificates of deposit				2,991,810			173,624			(1,804,949	)
	Net deposits (to) from replacement reserve fund				1,031,944			(1,333,062	)		644,461
Net Cash Provided By (Used In) Investing Activities					1,408,106			(4,753,164	)		(5,323,664	)
Cash Flows From Financing Activities
	Proceeds from line of credit				—			—			314,293
	Principal payments on long-term debt				(2,127,912	)		(1,191,975	)		(49,170,665	)
	Proceeds from (payment on) note payable— related party				(50,000	)		50,000			—
	Proceeds from issuance of debt				—			969,434			50,547,036
	Payments for loan fees				(184,505	)		(244,119	)		(47,379	)
	Distributions to members				(5,720,751	)		(5,975,000	)		(8,800,000	)
	Capital contributions from members				—			—			814
Net Cash Used In Financing Activities					(8,083,168	)		(6,391,660	)		(7,155,901	)
Net Increase (Decrease) In Cash and Cash Equivalents					974,030			(278,286	)		(1,118,751	)
Cash And Cash Equivalents— Beginning Of Period					1,181,318			1,459,604			2,578,355
Cash And Cash Equivalents— End Of Period				$	2,155,348		$	1,181,318		$	1,459,604
Supplemental Disclosure Of Cash Flow Information
	Interest paid			$	4,321,458		$	4,815,330		$	4,781,755

See the accompanying notes to combined financial statements.

F-21

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

December 20, 2004, December 31, 2003 and 2002

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.

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 Federal Deposit Insurance Corporation insured limits of $100,000 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.

Advertising

      The Companies expense nonspecific and daily advertising costs to operations when incurred. Advertising expense was $2,557,868, $2,075,687 and $1,531,234 for the period ended December 20, 2004 and for the years ended December 31, 2003 and 2002, 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 $190,734 and $57,802 at December 20, 2004 and December 31, 2003, respectively, 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.

F-22

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

December 20, 2004, December 31, 2003 and 2002

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.

Goodwill

      Great Bear Lodge of Wisconsin Dells, LLC has allocated $28,585,740 of the original purchase price of the resort acquired to goodwill.

      Goodwill was being amortized using the straight-line method over 15 years through December 31, 2001. Accumulated amortization at December 20, 2004 and December 31, 2003 and 2002 was $4,129,051.

      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.

      At December 20, 2004, fair value exceeds the carrying cost and therefore no impairment has been recognized.

Loan Fees

      At December 20, 2004, loan fees of $1,864,307 have been capitalized and are being amortized on a straight-line basis over the terms of the loans. Accumulated amortization was $1,337,130, $1,112,503 and $844,180 at December 20, 2004 and December 31, 2003 and 2002, respectively. Amortization of loan fees charged against income amounted to $224,625 for the period ended December 20, 2004 and $268,324 and $1,279,579 for the years ended December 31, 2003 and 2002, 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 20, 2004 and December 31, 2003 and 2002, 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.

F-23

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

December 20, 2004, December 31, 2003 and 2002

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 20, 2004, and December 31, 2003 and 2002, the Companies estimate that the fair value of their long-term debt is not materially different from their financial statement carrying value because either the stated interest rates fluctuate with current rates or the interest rates approximate the current rates at which the Companies borrow funds.

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 Dells 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 (the Class A Member), GLGB Investor 1, 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. Sandusky 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 restaurant, gift shops and fitness facility.

F-24

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

December 20, 2004, December 31, 2003 and 2002

3. Property and Equipment

      Property and equipment consist of:

	2004		2003		2002
Land and improvements	$	9,082,849	$	9,047,654	$	8,952,472
Buildings and improvements		33,671,124		32,064,960		31,411,005
Fixtures and equipment		42,119,734		41,178,400		36,267,303
Construction in progress		—		2,650		1,993,723
		84,873,707		82,293,664		78,624,503
Less: Accumulated depreciation		32,917,278		25,157,951		17,337,385
	$	51,956,429	$	57,135,713	$	61,287,118

      Depreciation charged against income amounted to $7,776,361, $7,821,433 and $7,134,705 for the period ended December 20, 2004 and the years ended December 31, 2003 and 2002, respectively.

4. Long-Term Debt

      Long-term debt consists of:

		2004		2003		2002
Dells
	Note payable to a bank, payable in monthly installments of $375,973 including interest at the two-year Treasury note index rate plus 1.675% based on a 25-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 cannot be less that 7% per year and cannot be greater that 8.375% per year. The effective rate was 7% at December 20, 2004. The note is collateralized by the property, security interest of the membership interest, and a security interest in the replacement reserve account. In connection with the IPO (Note 11), the balance of the note was repaid in full subsequent to December 20, 2004	$	50,097,910	$	50,930,563	$	49,961,129
	Note payable to Alliant Energy, payable in monthly installments of $1,635 including interest at 3%. The note is collateralized by equipment and is due in December 2007		54,737		64,057		89,365

F-25

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

December 20, 2004, December 31, 2003 and 2002

		2004		2003		2002
Sandusky
	Notes payable to a bank, payable in monthly installments of interest only for the first 24 months and in equal monthly payments of principal and interest based on a 20-year amortization with principal and unpaid interest due on March 1, 2006. The Company has a one-year option to extend the maturity date. Interest is charged at the LIBOR rate plus 3% during the first 24 months and adjusted to a fixed rate of 4.65% for the subsequent 12 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. In connection with the IPO (Note 11), the balance of the note was repaid in full subsequent to December 20, 2004		25,547,394		26,833,333		28,000,000
			75,700,041		77,827,953		78,050,494
Less: Current maturities			75,663,531		2,394,410		1,711,428
		$	36,510	$	75,433,543	$	76,339,066

      Interest expense charged against operations amounted to $4,549,132, $4,817,758 and $5,054,850 for the period ended December 20, 2004 and for the years ended December 31, 2003 and 2002, 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 $41,666 for Sandusky to fund capital improvements and replacements. The replacement reserve funds are pledged as collateral for the notes payable. The Dells’ December 2004 and 2003 replacement reserve deposit was not funded timely in accordance with the loan agreement. The bank waived the 2004 violation, as the entire balance of the loan was repaid after December 20, 2004 (Note 11) without a penalty. The bank waived the 2003 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 $681,000 and $364,000 at December 20, 2004 and December 31, 2003, respectively, both of which were 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 $297,941, $155,420 and $589,399 were expensed for the period ended December 20, 2004 and for the years ended December 31,

F-26

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

December 20, 2004, December 31, 2003 and 2002

2003 and 2002, respectively. Management fees of $220,593 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 $37,080 for the period ended December 20, 2004 and for the years ended December 31, 2003 and 2002. Central office fees of $9,720, $3,090 and $6,180 were unpaid as of December 20, 2004, 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 1¹/2 % of gross room revenues. Reservation fees of $188,935, $203,290 and $10,000 were expensed for the period ended December 20, 2004 and for the years ended December 31, 2003 and 2002, respectively. Reservation fees of $9,644 were unpaid as of December 20, 2004 and are included in accounts payable—related party.

      The Operating Agreement (the Agreement) provides an annual property asset management fee of $10,000 per year to SunAmerica Affordable Housing Partners, Inc., an affiliate of the Class A Member. Asset management fees of $1,667 and $10,000 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 $14,719, $21,278 and $44,675 and are included in accounts receivable at December 20, 2004 and December 31, 2003 and 2002, respectively.

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 $630,802, $656,217 and $621,411 and were expensed for the period ended December 20, 2004 and for the years ended December 31, 2003 and 2002, respectively. Management fees of $105,261, $152,740 and $83,480 were unpaid as of December 20, 2004, 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 $218,631 and $207,108 were expensed for the period ended December 20, 2004 and for the years ended December 31, 2003 and 2002, respectively. The management agreement also provides for a central office services fee in an amount allocated among sharing hotels. Central office service fees amounted to $32,520 for the period ended December 20, 2004 and for the years ended December 31, 2003 and 2002, respectively. Central office fees of $2,710 and $2,710 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 $223,397, $233,267 and $21,698 were expensed for the period ended December 20, 2004 and for the years ended December 31, 2003 and 2002, respectively. Central reservation fees of $32,587, $51,411 and $13,856 were unpaid as of December 20, 2004, December 31, 2003 and 2002, respectively.

      The Operating Agreement (the Agreement) provides an annual property asset management fee of $10,000 per year to SunAmerica Affordable Housing Partners, Inc., an affiliate of the Class A Member. Asset management fees of $10,000 were unpaid as of December 31, 2002, and are included in accounts payable— related party.

F-27

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

December 20, 2004, December 31, 2003 and 2002

      As noted above, accounts payable—related party includes management fees, central office service fees, asset management fees and miscellaneous expenses totaling $137,848, $257,146 and $97,671 as of December 20, 2004, December 31, 2003 and 2002, respectively.

      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 $50,000. The balance was repaid in January 2004, including interest of $3,781.

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% and (3) the Company 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 $347,800, $364,821 and $346,180 was expensed for the period ended December 20, 2004 and for the years ended December 31, 2003 and 2002, respectively. The base development fee of $47,000 and $23,814 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 and 2002, 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 2004 and 2003, amounting to $347,260 and $364,821, respectively. Additional expenses of $259,580 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 $72,072, $70,813 and $34,319 in 2004, 2003 and 2002, respectively.

F-28

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

December 20, 2004, December 31, 2003 and 2002

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 $16,500,000 which calls for a cumulative return of $577,500 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 $2,310,000 were made to the Class A Member during the year ended December 31, 2002. At December 31, 2003 and 2002, $385,000 was due to the Class A Member (see note below regarding 2004 and 2003 distributions and management fees).
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 $440,000 were made to the Class B Member for the years ended December 31, 2002.
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 2004, 2003 or 2002.

      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) for the period ended December 20, 2004 and from April 2003 to December 2003 will not be funded and have been “waived” by the Class B Member. Management fees for 2004 and from April 2003 through December 2003 have not been accrued as of December 20, 2004 and December 31, 2003, respectively.

F-29

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

December 20, 2004, December 31, 2003 and 2002

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.

      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 $8,000,000. Distributions under the Class A Senior Priority Requirements of $475,266, $503,047 and $692,245 were made to the Class A Member during the period ended December 20, 2004 and the years ended December 31, 2003 and 2002, 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 $4,000,000. Distributions under the Class B Senior Priority Requirement of $243,460, $255,678 and $350,555 were made to the Class B Member during the period ended December 20, 2004 and the years ended December 31, 2003 and 2002, 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 $1,712,514, $2,086,510 and $2,002,880 to the Class A Member, $856,257, $1,043,255 and $1,001,440 to the Class B Member and $1,712,514, $2,086,510 and $2,002,880 to the Class C Member for the period ended December 20, 2004 and the years ended December 31, 2003 and 2002, respectively.
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 lesser of $21,000,000 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 $158,000 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 the prime rate plus

F-30

GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

AND GREAT BEAR LODGE OF SANDUSKY, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

December 20, 2004, December 31, 2003 and 2002

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 officers of the Great Lakes Companies, Inc. As of December 20, 2004, no amounts have been borrowed against this commitment.

10. Legal Matters

      During the normal course of business, the Dells and Sandusky are involved in various legal matters that, 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.

11. Subsequent Events

      Great Wolf Resorts, Inc. (GWR) was incorporated in May 2004 in anticipation of the initial public offering of its common stock (the IPO). The IPO closed on December 20, 2004, concurrently with the completion of various formation transactions (the Formation Transactions). Pursuant to the Formation Transactions, GWR acquired the Companies. The owners of the Companies received cash, unregistered shares of GWR’s common stock or a combination of cash and unregistered shares of GWR’s common stock. GWR issued 1,319,543 shares of its common stock and paid approximately $38,938,000 in cash in connection with these acquisitions.

      In conjunction with the transaction, notes payable by the Great Bear Lodge of Wisconsin Dells, LLC and the Great Bear Lodge of Sandusky, LLC of $50,097,911 and $25,547,394, respectively, were paid in full with a portion of the proceeds from the IPO. In addition, a former member’s ownership (held by entities related to AIG SunAmerica Housing Funds) of the Great Bear Lodge of Wisconsin Dells, LLC and the Great Bear Lodge of Sandusky, LLC was purchased by GWR as a part of the formation transactions. Although the funding of the agreed-upon purchase of AIG SunAmerica Housing Funds’ interests was completed at the closing of the IPO, GWR and AIG SunAmerica Housing Funds are currently negotiating final settlement of the purchase. The final amount for GWR due to or from AIG SunAmerica Housing Funds, if any, has not been determined and in the opinion of management will not have a material effect on either the financial position or operating results of the Dells and Sandusky.

12. Securities Class Action Litigation

      On November 21, 2005, a purchaser of Great Wolf Resorts, Inc. (The Company) securities filed a lawsuit against Great Wolf Resorts and certain of its officers and directors in the United States District Court for the Western District of Wisconsin. The complaint alleges that the defendants violated federal securities laws by making false or misleading statements regarding the internal controls of the Company and the ability to provide financial guidance and forecasts in registration statements filed in connection with the December 2004 initial public offering and in press releases issued in 2005. Additional complaints alleging substantially similar claims were filed by other purchasers of the Company’s securities in the Western District of Wisconsin during 2005 and 2006. Such lawsuits purport to be filed on behalf of a class of shareholders who purchased our common stock between certain specified dates and seek unspecified compensatory damages, attorneys’ fees, costs, and other relief. The Company intends to defend these lawsuits vigorously. While the ultimate resolution of the aforementioned cases cannot presently be determined, an unfavorable outcome in these cases could have a material adverse effect on our financial condition or results of operations of Great Wolf Resorts, Inc. and its affiliates.

F-31

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. Other Expenses of Issuance and Distribution

      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		$	6,153
NASD Fee			6,250
Nasdaq Listing Fee			50,000
Printing Expenses			140,000
Legal Fees and Expenses			262,500
Accounting Fees and Expenses			50,000
Transfer Agent and Registrar Fees and Expenses			2,500
Trustee Fees			20,000
Miscellaneous			2,597
	Total	$	540,000

ITEM 14. Indemnification of Directors and Officers

      As permitted by Section 102(b)(7) of the Delaware General Corporation Law, Great Wolf Resorts’ Amended and Restated Certificate of Incorporation contains a provision that eliminates the personal liability of Great Wolf Resorts’ directors for monetary damages for any breach of fiduciary duty as a director. Such provision, however, does not eliminate a director’s liability (1) for any breach of the director’s duty of loyalty to Great Wolf Resorts or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (3) under Section 174 of the Delaware General Corporation Law (in respect of certain unlawful dividend payments or stock purchases or redemptions); or (4) for a transaction from which the director derived an improper personal benefit.

      As permitted by Section 145 of the Delaware General Corporation Law, Great Wolf Resorts’ Amended and Restated Bylaws provide 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 Bylaws 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.

      Great Wolf Resorts 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.

      Great Wolf Resorts has entered into indemnification agreements with each of its current officers and 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.

II-1

      In addition, Great Wolf Resorts has indemnification obligations that were entered into in connection with the formation of GW Trust. Under the initial declaration of trust of GW Trust, Great Wolf Resorts agrees to (i) to indemnify and hold harmless Messrs. Schroeder and Calder, and the Wilmington Trust Company or any of their officers, directors, shareholders, employees, or agents (the “Fiduciary Indemnified Persons”), from and against any loss, damage, liability, tax, penalty, expense or claim of any kind incurred by the Fiduciary Indemnified Persons by reason of the creation, operation or termination of GW Trust, except that no Fiduciary Indemnified Persons shall be entitled to be indemnified in respect of any loss or damage incurred by the Fiduciary Indemnified Persons by reason of negligence, bad faith or willful misconduct and (ii) to advance expenses (including legal fees) incurred by a Fiduciary Indemnified Person in defending any claim, demand, action, suit or proceeding, prior to the final disposition of such claim. Great Wolf Resorts will not, without the prior written consent of the Fiduciary Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim or suit.

      Great Wolf Resorts 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 Great Wolf Resorts pursuant to the foregoing provisions or otherwise, Great Wolf Resorts 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 became effective simultaneously with the completion of the initial public offering, we issued 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 issued an aggregate of 13,901,947 shares of our common stock to such investors. In exchange, we received all or a portion of each such investor’s interest in the applicable Property LLC, Sponsor LLC or Sandusky Investor LLC and such entities became wholly owned subsidiaries of our company.

      Also in connection with our formation transactions, we issued (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 were 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 redeemed 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 were 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. Appropriate legends have been affixed to the stock certificates in these transactions and there was no general solicitation or advertising.

      On March 15, 2005, we participated in a private placement of 50,000 Floating Rate Preferred Securities of Great Wolf Capital Trust I, an affiliated Delaware trust formed on March 7, 2005, having a stated liquidation amount of $1,000 per security (the “Floating Rate Preferred Securities”). Great Wolf Capital Trust I simultaneously issued and sold its voting common securities to us. Great Wolf Capital Trust I used the proceeds

II-2

from the sale of the Floating Rate Preferred Securities and the proceeds from the sale of common securities of the trust to purchase the Existing Junior Subordinated Debentures from us in the principal amount of $51,500,000. The net proceeds to us from the sale of the Existing Junior Subordinated Debentures to Great Wolf Capital Trust I were used to refinance the construction loan on our Pocono Mountains, Pennsylvania resort and for working capital purposes. The offering of the Floating Rate Preferred Securities was conducted pursuant to a Purchase Agreement dated March 15, 2005 among Great Wolf Resorts and Great Wolf Capital Trust I, as sellers, and TABERNA Preferred Funding I, Ltd. and Merrill Lynch International, as purchasers. The purchasers received a commission of three percent of the principal amount of the Floating Rate Preferred Securities for an aggregate commission of $1,500,000. The Floating Rate Preferred Securities were sold to a collateralized debt obligation pool vehicle, a qualified institutional buyer, pursuant to Rule 144A under the Securities Act. The Floating Rate Preferred Securities were issued by Great Wolf Capital Trust I, and the Existing Junior Subordinated Debentures were issued by us, in transactions exempt from registration under the Securities Act pursuant to Section 4(2) thereunder as transactions by an issuer not involving a public offering. The purchasers were accredited investors, represented their intention to acquire the securities for investment and not with a view towards distribution in violation of the securities laws, and had the opportunity to ask questions of, and receive answers and request additional information from, us. Appropriate legends were affixed to the securities and there was no general solicitation or advertising.

ITEM 16. Exhibits and Financial Statement Schedules

      (a) The following are exhibits to this registration statement:

Exhibit
Number			Description of Exhibits
	1.1*	—	Form of Underwriting Agreement with respect to the Trust Preferred Securities
	2.1**	—	Form of Merger Agreement utilized in the formation transactions (Delaware)
	2.2**	—	Form of Merger Agreement utilized in the formation transactions (Wisconsin)
	3.1**	—	Form of Amended and Restated Certificate of Incorporation of Great Wolf Resorts
	3.2**	—	Form of Amended and Restated Bylaws of Great Wolf Resorts
	4.1**	—	Form of Great Wolf Resorts’ Common Stock Certificate
	4.2	—	Junior Subordinated Indenture, dated as of March 15, 2005, between Great Wolf Resorts, Inc. and JPMorgan Chase Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 18, 2005)
	4.3	—	Amended and Restated Trust Agreement, dated as of March 15, 2005, by and among Chase Manhattan Bank USA, National Association, as Delaware trustee; JPMorgan Chase Bank, National Association, as property trustee; Great Wolf Resorts, Inc., as depositor, and James A. Calder, Alex G. Lombardo and J. Michael Schroeder, as administrative trustees (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 18, 2005)
	4.4****	—	Certificate of Trust of GW Capital Trust II
	4.5****	—	Declaration of Trust of GW Capital Trust II
	4.6*	—	Form of Amended and Restated Declaration of Trust
	4.7*	—	Form of Junior Subordinated Indenture
	4.8*	—	Form of Junior Subordinated Debenture
	4.9*	—	Form of Trust Preferred Security (included in Exhibit 4.6)
	4.10*	—	Form of Trust Common Security (included in Exhibit 4.6)
	4.11*	—	Form of Trust Preferred Securities Guarantee Agreement
	4.12*	—	Form of Trust Common Securities Guarantee Agreement
	4.13*	—	Form of Officer’s Certificate establishing the terms of the Junior Subordinated Debentures
	5.1*	—	Opinion of King & Spalding LLP regarding the validity of the securities being registered
	5.2*	—	Opinion of Richards, Layton & Finger, P.A., regarding the validity of the securities being registered

II-3

Exhibit
Number			Description of Exhibits
	8.1*	—	Tax opinion of King and Spalding LLP
	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.
	10.5***	—	Form of Employment Agreement
	10.6***	—	Form of Non-Compete, Trade Secret and Confidentiality 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
	10.15***	—	Loan Agreement, dated December 20, 2004, by and among Great Wolf Kansas SPE, LLC, Great Wolf Traverse SPE, LLC, Citigroup Global Markets Realty Corp. and The Travelers Insurance Company
	10.16	—	Purchase Agreement, dated as of March 15, 2005, among Great Wolf Resorts, Inc., Great Wolf Capital Trust I, Taberna Preferred Funding I, Ltd and Merrill Lynch International (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed March 18, 2005)
	10.17	—	Venture Formation and Contribution Agreement by and between CNL Income Partners, LP, Great Bear Lodge of Wisconsin Dells, LLC, Great Bear Lodge of Sandusky, LLC and Great Wolf Resorts, Inc., dated October 3, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 7, 2005)
	10.18	—	Loan Agreement, dated March 1, 2006, among CNL Income GW WI-DEL, LP, CNL Income GW Sandusky, LP, and NSPL, Inc. (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed March 2, 2006)
	12.1****	—	Computation of Ratio of Earnings to Fixed Charges
	21.1*	—	List of Subsidiaries
	23.1*	—	Consent of King & Spalding LLP (included as part of Exhibit 5.1 and Exhibit 8.1)
	23.2*	—	Consent of Deloitte & Touche LLP
	23.3*	—	Consent of RubinBrown LLP
	23.4*	—	Consent of Richards, Layton & Finger, P.A. (included as part of Exhibit 5.2)
	24.1****	—	Power of Attorney (included in the signature pages herein)
	25.1*	—	Form T-1 Statement of Eligibility of Indenture Trustee

II-4

Exhibit
Number			Description of Exhibits
	25.2*	—	Form T-1 Statement of Eligibility of Property Trustee of GW Capital Trust II
	25.3*	—	Form T-1 Statement of Eligibility of Preferred Guarantee Trustee

*   Filed herewith.

**    Incorporated by reference to such Exhibit Number filed with the Great Wolf Resorts’ Registration Statement on Form S-1 (File No. 333-118148), as amended.

***  Incorporated by reference to such Exhibit Number filed with the Great Wolf Resorts’ Registration Statement on Form S-1 (File No. 333-122208), as amended.

****  Previously filed.

ITEM 17.  Undertakings

      The undersigned registrants hereby undertake to provide to the underwriters, at the closing specified in the Underwriting Agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have 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 registrants of expenses incurred or paid by a director, officer, or controlling person of the registrants 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 hereunder, the registrants 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 of 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 registrants hereby undertake that:

      (1) For purposes of determining any liability under the Securities 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 Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

      (2) For the purposes of determining any liability under the Securities 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-5

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of Wisconsin, on June 20, 2006.

Great Wolf Resorts, Inc.

By:  /s/ John Emery

John Emery

Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on this 20th day of June, 2006 in the capacities indicated.

* Bruce D. Neviaser		Chairman of the Board
/s/ John Emery John Emery		Chief Executive Officer and Director (Principal Executive Officer)
/s/ James A. Calder James A. Calder		Chief Financial Officer (Principal Financial and Accounting Officer)
* Elan Blutinger		Director
* Randy Churchey		Director
* Michael M. Knetter		Director
* Alissa N. Nolan		Director
* Howard Silver		Director
*By	/s/ John Emery John Emery Attorney-in-fact

II-6

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of Wisconsin, on June 20, 2006.

GW Capital Trust II

By:  /s/ J. Michael Schroeder

J. Michael Schroeder,

Trustee

By:  /s/ James A. Calder

James A. Calder,

Trustee

II-7

Exhibit Index

Exhibit
Number		Description of Exhibits
1.1*	—	Form of Underwriting Agreement with respect to the Trust Preferred Securities
2.1**	—	Form of Merger Agreement utilized in the formation transactions (Delaware)
2.2**	—	Form of Merger Agreement utilized in the formation transactions (Wisconsin)
3.1**	—	Form of Amended and Restated Certificate of Incorporation of Great Wolf Resorts
3.2**	—	Form of Amended and Restated Bylaws of Great Wolf Resorts
4.1**	—	Form of Great Wolf Resorts’ Common Stock Certificate
4.2	—	Junior Subordinated Indenture, dated as of March 15, 2005, between Great Wolf Resorts, Inc. and JPMorgan Chase Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 18, 2005)
4.3	—	Amended and Restated Trust Agreement, dated as of March 15, 2005, by and among Chase Manhattan Bank USA, National Association, as Delaware trustee; JPMorgan Chase Bank, National Association, as property trustee; Great Wolf Resorts, Inc., as depositor, and James A. Calder, Alex G. Lombardo and J. Michael Schroeder, as administrative trustees (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 18, 2005)
4.4****	—	Certificate of Trust of GW Capital Trust II
4.5****	—	Declaration of Trust of GW Capital Trust II
4.6*	—	Form of Amended and Restated Declaration of Trust
4.7*	—	Form of Junior Subordinated Indenture
4.8*	—	Form of Junior Subordinated Debenture
4.9*	—	Form of Trust Preferred Security (included in Exhibit 4.6)
4.10*	—	Form of Trust Common Security (included in Exhibit 4.6)
4.11*	—	Form of Trust Preferred Securities Guarantee Agreement
4.12*	—	Form of Trust Common Securities Guarantee Agreement
4.13*	—	Form of Officer’s Certificate establishing the terms of the Junior Subordinated Debentures
5.1*	—	Opinion of King & Spalding LLP regarding the validity of the securities being registered
5.2*	—	Opinion of Richards, Layton & Finger, P.A., regarding the validity of the securities being registered
8.1*	—	Tax opinion of King and Spalding LLP
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.
10.5***	—	Form of Employment Agreement
10.6***	—	Form of Non-Compete, Trade Secret and Confidentiality 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

II-8

Exhibit
Number				Description of Exhibits
	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
	10.15**	*	—	Loan Agreement, dated December 20, 2004, by and among Great Wolf Kansas SPE, LLC, Great Wolf Traverse SPE, LLC, Citigroup Global Markets Realty Corp. and The Travelers Insurance Company
	10.16		—	Purchase Agreement, dated as of March 15, 2005, among Great Wolf Resorts, Inc., Great Wolf Capital Trust I, Taberna Preferred Funding I, Ltd and Merrill Lynch International (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed March 18, 2005)
	10.17		—	Venture Formation and Contribution Agreement by and between CNL Income Partners, LP, Great Bear Lodge of Wisconsin Dells, LLC, Great Bear Lodge of Sandusky, LLC and Great Wolf Resorts, Inc., dated October 3, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 7, 2005)
	10.18		—	Loan Agreement, dated March 1, 2006, among CNL Income GW WI-DEL, LP, CNL Income GW Sandusky, LP, and NSPL, Inc. (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed March 2, 2006)
	12.1***	*	—	Computation of Ratio of Earnings to Fixed Charges
	21.1*		—	List of Subsidiaries
	23.1*		—	Consent of King & Spalding LLP (included as part of Exhibit 5.1 and Exhibit 8.1)
	23.2*		—	Consent of Deloitte & Touche LLP
	23.3*		—	Consent of RubinBrown LLP
	23.4*		—	Consent of Richards, Layton & Finger, P.A. (included as part of Exhibit 5.2)
	24.1***	*	—	Power of Attorney (included in the signature pages herein)
	25.1*		—	Form T-1 Statement of Eligibility of Indenture Trustee
	25.2*		—	Form T-1 Statement of Eligibility of Property Trustee of GW Capital Trust II
	25.3*		—	Form T-1 Statement of Eligibility of Preferred Guarantee Trustee

*   Filed herewith.

**    Incorporated by reference to such Exhibit Number filed with the Great Wolf Resorts’ Registration Statement on Form S-1 (File No. 333-118148), as amended.

***  Incorporated by reference to such Exhibit Number filed with the Great Wolf Resorts’ Registration Statement on Form S-1 (File No. 333-122208), as amended.

****  Previously filed.

II-9 EX-1.1 2 g01711a1exv1w1.txt EX-1.1 FORM OF UNDERWRITING AGREEMENT EXHIBIT 1.1 UNDERWRITING AGREEMENT GW CAPITAL TRUST II 2,000,000 ____% TRUST PREFERRED SECURITIES (FULLY AND UNCONDITIONALLY GUARANTEED, TO THE EXTENT DESCRIBED HEREIN, BY GREAT WOLF RESORTS, INC.) June ___, 2006 Morgan Stanley & Co. Incorporated c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Ladies and Gentlemen: GW Capital Trust II, a statutory trust created under the Delaware Statutory Trust Act (the "ISSUER TRUST"), proposes to issue and sell to the underwriters named in Schedule I hereto (the "UNDERWRITERS"), for whom you are acting as manager (the "MANAGER"), 2,000,000 of its ____% trust preferred securities (liquidation amount of $25 per trust preferred security) (the "FIRM TRUST PREFERRED SECURITIES"). The Issuer Trust also proposes to issue and sell to the Underwriters not more than 300,000 additional Trust Preferred Securities (the "ADDITIONAL TRUST PREFERRED SECURITIES") if and to the extent that you have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Trust Preferred Securities granted to the Underwriters in Section 2 hereof. The Firm Trust Preferred Securities and the Additional Trust Preferred Securities are hereinafter collectively referred to as the "TRUST PREFERRED SECURITIES." The Trust Preferred Securities will be guaranteed by Great Wolf Resorts, Inc., a corporation organized under the laws of Delaware (the "COMPANY"), to the extent set forth in a Trust Preferred Securities Guarantee Agreement, dated as of June __, 2006, and executed and delivered by the Company and Wilmington Trust Company, as trustee (the "GUARANTEE TRUSTEE"), for the benefit of the holders from time to time of the Trust Preferred Securities (the "GUARANTEE") with respect to distributions and amounts payable upon liquidation or redemption. The Issuer Trust will use the proceeds from the sale of the Trust Preferred Securities and the sale of Common Trust Securities (as defined below) to purchase from the Company an aggregate principal amount of its ___% Junior Subordinated Debentures due 2036 (the "JUNIOR SUBORDINATED DEBENTURES") equal to the aggregate liquidation amount of the Trust Preferred Securities and Common Trust Securities. The Junior Subordinated Debentures will be issued under a Junior Subordinated Indenture dated as of June_, 2006 between the Company and Wilmington Trust Company, as trustee (the "DEBT SECURITIES TRUSTEE") (as amended and supplemented to the date hereof, the "JUNIOR SUBORDINATED DEBT INDENTURE"). The Company will be the holder of one hundred percent of the common securities representing undivided beneficial interests in the assets of the Issuer Trust (the "COMMON TRUST SECURITIES" and, together with the Trust Preferred Securities, the "TRUST SECURITIES"). The Issuer Trust has been created under Delaware law pursuant to the filing of a Certificate of Trust (the "CERTIFICATE OF TRUST") with the Secretary of State of the State of Delaware and, at the time of issuance of Trust Securities, will be governed by an Amended and Restated Declaration of Trust (the "TRUST AGREEMENT") among the Company, as sponsor, Wilmington Trust Company, as Property Trustee (the "PROPERTY TRUSTEE"), Wilmington Trust Company, as Delaware Trustee (the "DELAWARE TRUSTEE") (collectively, the "ISSUER TRUSTEES"), and the Administrative Trustees (as defined below). The Company, as holder of the Common Trust Securities of the Issuer Trust, has appointed the Issuer Trustees and two individuals who are employees or officers of or affiliated with the Company to act as administrative trustees with respect to the Issuer Trust (the "ADMINISTRATIVE TRUSTEES"). The Company and the Issuer Trust have filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1, including a prospectus, relating to the Trust Preferred Securities, the Junior Subordinated Debentures and the Guarantee (collectively, the "SECURITIES"). The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Trust Preferred Securities (or in the form first made available to the Underwriters by the Company and the Issuer Trust to meet requests of purchasers pursuant to Rule 173) is hereinafter referred to as the "PROSPECTUS." The term "PRELIMINARY PROSPECTUS" means any preliminary form of the Prospectus. If the Company has filed an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement and any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. For purposes of this Agreement, "FREE WRITING PROSPECTUS" has the meaning set forth in Rule 405, "TIME OF SALE PROSPECTUS" means the preliminary prospectus dated ___________, 2006 together with the free writing prospectuses, if any, and the other documents or information all as identified in Schedule II hereto, as may be amended or supplemented upon agreement of the parties hereto, and "BROADLY AVAILABLE ROAD SHOW" means a "bona fide electronic road show" as defined in Rule 433(h)(5) that has been made available without restriction to any person. As used herein, the terms "Registration Statement," "preliminary prospectus," "Time of Sale Prospectus" and Prospectus shall include the documents incorporated by reference therein. The terms "SUPPLEMENT," "AMENDMENT," and "AMEND" as used herein with respect to the Registration Statement, Time of Sale Prospectus or any preliminary prospectus or free writing prospectus shall include all documents filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), that are incorporated by reference therein. 2 1. Representations and Warranties. Each of the Company and the Issuer Trust jointly and severally represents and warrants to, and agrees with, each of the Underwriters that: (a) The Company and the Issuer Trust have prepared and filed with the Commission a registration statement on Form S-1 (file numbers 333-134716 and 333-134716-01), including a related preliminary prospectus, for registration under the Securities Act of the offering and sale of the Securities. The Company and the Issuer Trust may have filed one or more amendments thereto, including a related preliminary prospectus, each of which has previously been furnished to you. The Company and the Issuer Trust have included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act and the Rules to be included in such registration statement and the Prospectus. As filed, the Prospectus, shall contain all Rule 430A Information, together with all other such required information, and, except to the extent the Manager 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 and the Issuer Trust have advised you, prior to the Execution Time, will be included or made therein. The Registration Statement has been declared effective by the Commission or, in the case of a Rule 462(b) Registration Statement, has become effective under the Securities Act. (b) Each document filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied when so filed in all material respects with the Exchange Act and Rules; on the Effective Date, each part of the Registration Statement did, and when the Prospectus (and each preliminary prospectus) is first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined in Section 4) and on any Option Closing Date, if such date is not the Closing Date, the Prospectus (and each preliminary prospectus) (together with any amendments or supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the Rules; on the Effective Date and at the Execution Time, the Registration Statement did 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; the Time of Sale Prospectus did not at the Time of Sale, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Company and the Issuer Trust, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Broadly Available Road Show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, as of its date and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any Option Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to 3 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 the Issuer Trust make no representations or warranties as to the information contained in or omitted from the Registration Statement, the Time of Sale Prospectus, any Broadly Available Road Show or the Prospectus (or any amendment or supplement thereto) (x) in reliance upon and in conformity with information furnished in writing to the Company or the Issuer Trust by or on behalf of any Underwriter through the Manager specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto) or (y) constituting the Statements of Eligibility (Forms T-1) under the Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), of the trustees referred to in the Registration Statement. (c) Neither the Company nor the Issuer Trust is an "ineligible issuer" in connection with the offering of the Securities pursuant to Rules 164, 405 and 433. Any free writing prospectus that the Company or the Issuer Trust is required to file pursuant to Rule 433(d) has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company or the Issuer Trust has filed, or is required to file, pursuant to Rule 433(d) or that was prepared by or on behalf of or used or referred to by the Company or the Issuer Trust complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II hereto, and Broadly Available Road Shows, if any, furnished to you before first use, neither the Company nor the Issuer Trust has prepared, used or referred to, nor will such party, without your prior consent, prepare, use or refer to, any free writing prospectus. (d) No stop order suspending the effectiveness of the 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 and the Issuer Trust, threatened or contemplated by the Commission or by the state securities authority of any jurisdiction. No order preventing or suspending the use of the Time of Sale Prospectus or the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company and the Issuer Trust, threatened or contemplated by the Commission or by the state securities authority of any jurisdiction. (e) 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 Time of Sale Prospectus and to enter into and perform its obligations under this Agreement; 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 (such jurisdictions are set forth in Schedule III hereto), except where the failure to so qualify would not have, individually or in the aggregate, a Material Adverse Effect. 4 (f) Each of the subsidiaries of the Company listed on Schedule IV hereto, not including the Issuer Trust, (the "SUBSIDIARIES") has been duly formed, 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 Time of Sale Prospectus, 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 (such jurisdictions are set forth in Schedule IV hereto), except where the failure to so qualify would not have a Material Adverse Effect. GWR Operating Partnership, L.L.L.P., a Delaware limited liability limited partnership (the "OP") owns, directly or indirectly, all of the member interests in the Subsidiaries, except as disclosed in the Time of Sale Prospectus and the Prospectus. The Company owns (x) all of the limited partnership interests in the OP and (y) all of the member interests in GWR OP General Partner, LLC (the "OP GENERAL PARTNER"). The OP General Partner is the sole general partner of the OP. The entities listed on Schedule IV attached hereto are the only subsidiaries of the Company. The Company owns, directly or indirectly, 30% of the equity interests in CNL Income GW Partnership, LLLP (the "CNL JV") and 49% of the equity interests in CTGW, LLC (the "CHEHALIS JV", together with the CNL JV, the "JOINT VENTURES"). (g) This Agreement has been duly and validly authorized, executed and delivered by the Company and the Issuer Trust, and assuming due authorization, execution and delivery by the Manager, is a valid and binding agreement of the Company and the Issuer Trust, enforceable against each of the Company and the Issuer Trust, 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. (h) The Issuer Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, is a "grantor trust" for Federal income tax purposes, has the power and authority to conduct its business as presently conducted and as described in the Time of Sale Prospectus and is not required to be authorized to do business in any other jurisdiction and to enter into and to perform its obligations under this Agreement. (i) All of the issued and outstanding capital stock or other ownership interests of the Company, the Issuer Trust, each Subsidiary and each Joint Venture have been duly authorized and validly issued and are fully paid and non-assessable and except as described in the Time of Sale Prospectus and the Prospectus, each Subsidiary's and each Joint Venture's capital stock or other ownership interests owned directly or indirectly by the Company are 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 Time of Sale Prospectus and the 5 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 or such Joint Venture. There are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for equity interests or other securities of any Subsidiary, the Chehalis JV or, to the knowledge of the Company, the CNL JV. (j) The authorized capitalization of the Company and the Issuer Trust, as of the Closing Date, will be as set forth in the Time of Sale Prospectus and the Prospectus. As of the date hereof and the Closing Date, neither Company nor the Issuer Trust has any outstanding debt other than as set forth in the Time of Sale Prospectus and the Prospectus. 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. (k) The Junior Subordinated Debt Indenture has been duly qualified under the Trust Indenture Act, has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable 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. (l) The Junior Subordinated Debentures have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Junior Subordinated Debt Indenture and delivered and paid for as described in the Time of Sale Prospectus and the Prospectus, will be entitled to the benefits of the Junior Subordinated Debt Indenture, and will be valid and binding obligations of the Company, enforceable in accordance with their 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. (m) The Guarantee has been qualified under the Trust Indenture Act and has been duly authorized by the Company and, upon execution and delivery thereof by the Company (and assuming due authorization, execution and delivery by the Guarantee Trustee), will, as of the Closing Date or the Option Closing Date, as the case may be, be a valid and binding agreement of the Company, enforceable 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. 6 (n) The Trust Agreement has been qualified under the Trust Indenture Act and has been duly authorized by the Company and, upon execution and delivery thereof by the Company (and assuming due authorization, execution and delivery thereof by each party thereto other than the Company), will, as of the Closing Date or the Option Closing Date, as the case may be, be a valid and binding agreement of the Company, the Issuer Trustees and the Administrative Trustees, enforceable 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. (o) The Trust Preferred Securities have been duly authorized under the Trust Agreement and, when executed and authenticated in accordance with the provisions of the Trust Agreement and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be validly issued and (subject to the terms of the Trust Agreement) fully paid and non-assessable undivided beneficial interests in the assets of the Issuer Trust, and the issuance of such Trust Preferred Securities will not be subject to any preemptive or similar rights or Liens. Holders of the Trust Preferred Securities will be entitled to the same limitation of personal liability as that extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. The Common Securities of the Issuer Trust have been duly authorized under the Trust Agreement and, when issued and delivered to the Company against payment therefor in accordance with the Trust Agreement, will be validly issued undivided beneficial interests in the assets of the Issuer Trust, and the issuance of such Common Securities will not be subject to any preemptive rights or Liens. The certificates to be used to evidence the Trust Preferred Securities will be in substantially the form filed as an exhibit to the Registration Statement and will, at the Closing Date or any Option Closing Date, be in proper form and will comply in all material respects with all applicable legal requirements, the Trust Agreement and the requirements of The Nasdaq Stock Market, Inc. (the "NASDAQ"). (p) 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 Issuer Trust or sale by the Issuer Trust of the Trust Preferred Securities. (q) Except as disclosed in the Time of Sale Prospectus and the Prospectus, there are no contracts, agreements or understandings between the Company or the Issuer Trust and any person or entity that would give rise to a valid claim against the Company, the Issuer Trust or any Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering. (r) There are no contracts, agreements or understandings between the Company or the Issuer Trust and any person granting such person the right to require the Company or the Issuer Trust to file a registration statement under the Securities Act with respect to any securities of the Company or Issuer Trust owned or to be owned by such 7 person or to require the Company or the Issuer Trust 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 Securities Act other than the Registration Rights Agreement, dated December 20, 2004, among the Company and the investors named in Schedule A thereto, a form of which is filed as an exhibit to the Registration Statement (the "REGISTRATION RIGHTS AGREEMENT"). (s) None of the Company, the Issuer Trust, any Subsidiary or the Chehalis JV (and, to the knowledge of the Company, the CNL JV) (i) is in violation of its charter or bylaws, the Trust Agreement or other similar organization documents, as applicable, (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. (t) 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, except such (i) as have been obtained and made under the Securities Act, the Trust Indenture Act and the NASDAQ regulations, (ii) as may be required under blue sky laws of any jurisdiction in connection with the purchase and distribution of the Trust Preferred Securities and the Guarantee by the Underwriters in the manner contemplated in this Agreement and in the Time of Sale Prospectus and 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. (u) The issue and sale of the Securities and the execution, delivery and performance of this Agreement, the Junior Subordinated Debt Indenture, the Trust Agreement, the Guarantee and the Junior Subordinated Debentures and the consummation of the transactions contemplated herein and therein and in the Registration Statement and the compliance by the Company and the Issuer Trust, as applicable to each party, with their 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 assets of the Company, the Issuer Trust, or any Subsidiary pursuant to, the Agreements and 8 Instruments (except 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, the Trust Agreement, or similar organizational documents, as applicable of the Company, the Issuer Trust, any Subsidiary or any Joint Venture 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, the Issuer Trust, any Subsidiary or any Joint Venture, 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, the Issuer Trust or any Subsidiary. (v) The Company, the Issuer Trust, the Subsidiaries and the Joint Ventures 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 conditions of all such Licenses and have not received any notice of proceedings relating to the revocation or modification of any such Licenses, except (i) as described in the Time of Sale Prospectus and the Prospectus and (ii) 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. (w) The historical balance sheets of the Company included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, together with the related notes, present fairly in all material respects the financial condition of the Company as of the periods indicated; said balance sheets have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved; said balance sheets have 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, the Time of Sale Prospectus 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, the Time of Sale Prospectus and the Prospectus, together with the related notes, present fairly in all material respects the financial 9 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, the Time of Sale Prospectus and the Prospectus have been prepared in accordance with the applicable accounting requirements under the Securities 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 data and the summary financial and other data included in the Prospectus, the Time of Sale Prospectus and Registration Statement under such captions present fairly the information shown therein and have been compiled on a basis consistent with that of 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, the Time of Sale Prospectus and Prospectus, no other historical or pro forma financial statements (or schedules) are required by the Securities Act and the Rules to be included therein. All non-GAAP financial measures included in the Registration Statement, the Time of Sale Prospectus and Prospectus comply with the Securities 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. (x) 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); RubinBrown 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. (y) The Company, the Subsidiaries and the Chehalis JV (and, to the knowledge of the Company, the CNL JV) 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 Time of Sale Prospectus and the Prospectus, all such returns are true, correct and complete in all material respects; each of the Company, the Subsidiaries and the Chehalis JV (and, to the knowledge of the Company, the CNL JV) has paid all taxes required to be paid by it and any other 10 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 Time of Sale Prospectus and the Prospectus. No audits or other administrative proceedings or court proceedings are presently pending nor threatened against the Company, any Subsidiary or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) with regard to any taxes or returns of such entities, and no taxing authority has notified the Company, any Subsidiary or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) in writing that it intends to investigate its tax affairs. Except as disclosed in the Time of Sale Prospectus and the Prospectus, to the knowledge of the Company, 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. (z) The Company, the Issuer Trust and the Subsidiaries have not distributed, and prior to the later of the Closing Date and the completion of the distribution of the Trust Preferred Securities, will not distribute, any offering material in connection with the offering or sale of the Trust Preferred Securities other than the Registration Statement, the Time of Sale Prospectus, the Prospectus or any free writing prospectuses, if any, identified in Schedule II hereto (it being understood that no representation is made with respect to any other materials distributed by the Manager). (aa) Each of the Company, the Subsidiaries and the Chehalis JV (and, to the knowledge of the Company, the CNL JV) 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) which is subject to Title IV of ERISA has occurred with respect to any "pension plan" (as defined in ERISA) for which the Company or any of the Subsidiaries has any liability; none of the Company or the 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 each such pension plan has been operated in material compliance with Section 401(a) of the Code, except where such non-compliance, reportable events, liabilities or failure to have such a letter would not have a Material Adverse Effect. (bb) 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). (cc) (i) The Company, the Subsidiaries and the Joint Ventures, as applicable, (x) have [GOOD AND MARKETABLE] title in fee simple title (or in the case of the resorts in 11 Sheboygan, Wisconsin, Chehalis, Washington and 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, the Subsidiaries or the Joint Ventures as of the Closing Date (the "OWNED PROPERTIES"), in each case, free and clear of all Liens, except (A) as would not have a Material Adverse Effect or (B) as disclosed in the Time of Sale Prospectus and the Prospectus and (y) will manage the property and assets of the resort in Niagara Falls, Ontario, Canada (the "LICENSE PROPERTY", together with the Owned Properties, the "PROPERTIES"); (ii) all Liens on or affecting the Owned Properties (and to the knowledge of the Company, the License Property) that are required to be disclosed in the Time of Sale Prospectus and the Prospectus are disclosed therein and none of the Company, the Subsidiaries or the Joint Ventures is in default under any such Lien; (iii) to the knowledge of the Company, none of the Company, the Subsidiaries or the Joint Ventures 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 (A) where the failure to comply would not result in a Material Adverse Effect or a forfeiture or reversion of title or (B) as disclosed in the Time of Sale Prospectus and the Prospectus; and (v) none of the Company, the Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) have received from any governmental authority any written notice of any condemnation of or zoning change materially affecting the Owned Properties (or to the knowledge of the Company, the License Property) or any part thereof, and none of the Company, the Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) 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, the Subsidiaries and the Joint Ventures 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 Time of Sale Prospectus and the Prospectus. (dd) 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 Time of Sale Prospectus and the Prospectus are all available at each Property and, to the knowledge of the Company, 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, 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, individually or in the aggregate, would not have a Material Adverse Effect. (ee) The Company and the Subsidiaries (and, to the knowledge of the Company, the CNL JV) 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 Time 12 of Sale Prospectus and the Prospectus; all policies of insurance and fidelity or surety bonds insuring the Company and the Subsidiaries (and, to the knowledge of the Company, the CNL JV) or their respective businesses, assets, employees, officers and directors are in full force and effect; each of the Company and the Subsidiaries (and, to the knowledge of the Company, the CNL JV) is in compliance with the terms of such policies and instruments in all material respects; there are no material claims by the Company or the Subsidiaries (or, to the knowledge of the Company, the CNL JV) 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, any Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) have been refused any insurance coverage sought or applied for in the 12 months prior to the date hereof; and to the Company's knowledge, each of the Company, the Subsidiaries and the CNL JV 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 Time of Sale Prospectus and the Prospectus. (ff) Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the mortgages and deeds of trust encumbering the Owned Properties and assets are described in the Time of Sale Prospectus and the Prospectus and are not convertible and none of the Company, the Subsidiaries or the Joint Ventures or any person affiliated therewith holds a participating interest therein, and such mortgages and deeds of trust are not cross-defaulted or cross-collateralized to or from any property not owned directly or indirectly by the Company, the Subsidiaries or the Joint Ventures, or in the case of mortgages and deeds of trust of any Joint Venture, any Property not owned directly or indirectly by such Joint Venture. (gg) Except as described or referred to in the Time of Sale Prospectus and the Prospectus, the Company, the Subsidiaries or the Joint Ventures, as applicable, have title insurance on the fee interests and/or leasehold interests (in the case of a ground lease interest) in each of the Owned 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 is in full force and effect. None of the Company or the Subsidiaries have any reason to believe that the Chehalis JV, a representative of which has not yet contacted a title insurer, will not be able to obtain title insurance coverage as may be necessary to continue to conduct business as currently conducted. (hh) Except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus, the Company, the Subsidiaries and the Joint Ventures 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, 13 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 the Time of Sale Prospectus and the Prospectus, none of the Company, the Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) 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. Except as set forth in or contemplated by the Time of Sale Prospectus and the Prospectus, the Company does not believe that currently anticipated costs and liabiliities associated with the Company's compliance with Environmental Laws, including without limitation costs for clean-up, maintaining related permits, licenses and approvals, any related restraints on operating activities and any potential liabilitites to third parties, would, singly or in the aggregate, have a Material Adverse Effect. (ii) None of the environmental consultants that prepared any of the environmental reports with respect to any of the Properties were employed by the Company or its affiliates for such purpose on a contingent basis or, to the knowledge of the Company, had, at the time of retention, any substantial interest in any of the Company or the Subsidiaries, and to the knowledge of the Company, none of such consultants or any of their directors, officers or employees is connected with any of the Company, the Subsidiaries or the Joint Ventures as a promoter, selling agent, managing member, director, officer or employee. (jj) As of the Closing Date, the Trust Preferred Securities will have been approved for listing on the NASDAQ subject to official notice of issuance. (kk) No labor dispute with the employees of any of the Company, the Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) exists or, to the knowledge of the Company, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its, the Subsidiaries' or the Joint Ventures' 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 Time of Sale Prospectus and the Prospectus. (ll) The Company, the Subsidiaries and the Joint Ventures own, possess, license or have or, to the Company's knowledge, can acquire (with respect to future operations of the Company not described in the Prospectus) 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 in all material respects as presently conducted or as proposed in the Time of Sale Prospectus 14 and the Prospectus to be conducted. Except as set forth in the Time of Sale Prospectus and the Prospectus or as would not have a Material Adverse Effect, (i) to the knowledge of the Company, there are no rights of third parties to any such Intellectual Property; (ii) to the knowledge of the Company, 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, threatened action, suit, proceeding or claim by others challenging the Company's rights in or to any such Intellectual Property, and the Company is not 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, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is not 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, threatened action, suit, proceeding or claim by others that the Company infringed or otherwise violated any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is not aware of any other fact which would form a reasonable basis for any such claim. (mm) Except as disclosed in the Time of Sale Prospectus and the Prospectus, there is no pending action, suit or proceeding against or affecting any of the Company, any Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) 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 the Issuer Trust, as applicable, to perform its obligations under this Agreement; and no such action, suit or proceeding is, to the Company's knowledge, threatened or contemplated. (nn) Except as disclosed in the Time of Sale Prospectus and the Prospectus, since the date of the latest financial statements included in the Registration Statement, (i) there has been no Material Adverse Effect on the Company and the Subsidiaries, taken as a whole; (ii) there have been no transactions entered into by the Company, the Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) that are material with respect to the Company and the Subsidiaries, taken as a whole; (iii) none of the Company, the Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) have incurred any obligation or liability, direct, contingent or otherwise that is or would be material to the Company and the Subsidiaries, taken as a whole; and (iv) there has been no dividend or distribution of any kind declared, paid or made by the Company, the Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) on any class of their respective capital stock or other ownership interests. (oo) Neither the Issuer Trust nor the Company is, and after giving effect to the offering and sale of the Trust Preferred Securities and the application of the proceeds thereof as described in the Time of Sale Prospectus neither will be, required to register as an "investment company" as such term is defined under the Investment Company Act of 1940, as amended. (pp) 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 15 described or has not been filed as required; the statements in (A) the Time of Sale Prospectus and the Prospectus under the headings: "GW Capital Trust II," "Business -- Government Regulation," "Business -- Environmental Matters," "Business -- Legal Proceedings," "Description of the Trust Preferred Securities," "Description of Junior Subordinated Debentures," "Description of Guarantee," "Relationship Among the Trust Preferred Securities, the Junior Subordinated Debentures and the Guarantee," and "Certain ERISA Considerations," (B) the Registration Statement under Items 14 and 15, (C) Item 3. Legal Proceedings of the most recent annual report on Form 10-K incorporated by reference in the Time of Sale Prospectus and the Prospectus, (D) "Item 1. Legal Proceedings" of Part II of the quarterly reports on Form 10-Q, if any, filed since such annual report and (E) "Executive Compensation -- Employment Agreements" and "Executive Compensation -- Noncompetition Agreements" in the Definitive Schedule 14A dated April 10, 2006 (each of (C) through (E) as filed and incorporated by reference in the Time of Sale Prospectus and the Prospectus) 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. (qq) No relationship, direct or indirect, exists between or among any of the Company, the Issuer Trust or the Subsidiaries on the one hand, and the directors, officers, stockholders, interest holders, members, partners or other employees of the Company, the Issuer Trust or the Subsidiaries on the other hand, which is required pursuant to the Securities Act to be described in the Prospectus that is not so described. (rr) Each of the Company, the Subsidiaries and the Chehalis JV (and, to the knowledge of the Company, the CNL JV) (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, (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, and (E) management is made aware of all material transactions concerning the Company or its properties. Except as described in the Time of Sale Prospectus and the Prospectus, since the end of the Company's most recent audited fiscal year, there has been (x) no material weakness in the Company's internal control over financial reporting (whether or not remediated) and (y) no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. The Company and each of the Subsidiaries employ disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions 16 regarding disclosure. 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. (ss) None of the Company or the Subsidiaries or, to the knowledge of the Company, 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 and the Subsidiaries and, to the knowledge of the Company, 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. (tt) Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company, the Issuer Trust, the Subsidiaries and the Chehalis JV (and, to the knowledge of the Company, the CNL JV) (i) do not have any material lending or other relationship with any bank or lending affiliate of the Manager or any underwriter 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 Manager or any underwriter. (uu) None of the Company, the Issuer Trust 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 manipulation of the price of any security of the Company to facilitate the sale or resale of the Trust Preferred Securities. (vv) The Company and the Issuer Trust intend to apply the net proceeds from the sale of the Trust Preferred Securities being sold by the Issuer Trust substantially in accordance with the description set forth in the Time of Sale Prospectus and the Prospectus under the heading "Use of Proceeds." (ww) None of the Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) is currently prohibited, directly or indirectly, from paying any dividends or distributions to the Company, from making any other distribution on such entity's capital stock or other ownership interests, from repaying to the Company any loans or advances made by the Company to such entity. 17 Any certificate signed by any officer of the Company or the Issuer Trust and delivered to the Manager or counsel for the Underwriters in connection with the offering of the Trust Preferred Securities shall be deemed a representation and warranty by the Company or the Issuer Trust as to matters covered thereby to each Underwriter. The Company or the Issuer Trust will furnish the Manager with such conformed copies of such opinions, certificates, letters and documents as the Manager reasonably requests. 2. Agreements to Sell and Purchase. The Issuer Trust hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Issuer Trust the respective number of Firm Trust Preferred Securities set forth in Schedule I hereto opposite its name at $________ per Trust Preferred Security; provided, that the Company shall pay to the Underwriters compensation equal to $_________ per Firm Trust Preferred Security. In addition, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions set forth herein, the Issuer Trust hereby agrees to sell to the Underwriters the Additional Trust Preferred Securities and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to the respective number of Additional Trust Preferred Securities identified in Schedule I hereto at $________ per Trust Preferred Security; provided, that the Company shall pay to the Underwriters compensation equal to $_______ per Additional Trust Preferred Security. Additional Trust Preferred Securities may be purchased as provided herein solely for the purpose of covering over-allotments made in connection with the offering of the Firm Trust Preferred Securities. If any Additional Trust Preferred Securities are to be purchased, each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase the number of Additional Trust Preferred Securities (subject to such adjustments to eliminate fractional Additional Trust Preferred Securities as you may determine) that bears the same proportion to the total number of Additional Trust Preferred Securities to be purchased as the number of Firm Trust Preferred Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Trust Preferred Securities. 3. Public Offering. The Issuer Trust and the Company are advised by you that the Underwriters propose to make a public offering of their respective portions of the Trust Preferred Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Issuer Trust and the Company are further advised by you that the Trust Preferred Securities are to be offered to the public upon the terms set forth in the Prospectus. 4. Purchase and Delivery. Payment for the Firm Trust Preferred Securities shall be made to the Issuer Trust in Federal or other funds immediately available in New York City on ________, 2006 at 10:00 a.m. at the offices of King & Spalding LLP at 1185 Avenue of the Americas, New York, New York 10036, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be 18 designated by you in writing. The time and date of such payment are hereinafter referred to as the "CLOSING DATE." Payment for any Additional Trust Preferred Securities shall be made to the Issuer Trust in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be (i) earlier than the Closing Date, (ii) later than ten business days after the giving of the notice hereinafter referred to or (iii) earlier than two business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Trust Preferred Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than ___________, 2006. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." The notice of the determination to exercise the option to purchase Additional Trust Preferred Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Trust Preferred Securities or any Additional Trust Preferred Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Trust Preferred Securities or any Additional Trust Preferred Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Trust Preferred Securities or any Additional Trust Preferred Securities, as the case may be, to the Underwriters duly paid. It is understood that substantially contemporaneously with the closing of the sale of any Additional Trust Preferred Securities to the Underwriters, (i) the Issuer Trust shall issue additional Common Securities to the Company (the "ADDITIONAL COMMON SECURITIES"), (ii) the Company and the Debt Securities Trustee, acting pursuant to the Junior Subordinated Debt Indenture, shall provide for the issuance of Junior Subordinated Debentures having a principal amount equal to the aggregate liquidation amount of such Additional Trust Preferred Securities and Additional Common Securities and (iii) the Company shall sell such Junior Subordinated Debentures to the Issuer Trust and the Issuer Trust shall purchase such Junior Subordinated Debentures with proceeds of the sale of such Additional Trust Preferred Securities to the Underwriters and of such Additional Common Securities to the Company. 5. Conditions to the Underwriters' Obligations. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review 19 for a possible change that does not indicate the direction of the possible change, in the rating, if any, accorded the Company or any of the securities of the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition (financial or otherwise), prospects, earnings, business, properties or assets of the Issuer Trust or the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate of the Company, dated the Closing Date and signed by each of the chief executive officer and the chief financial officer of the Company, and a certificate of the Issuer Trust, dated the Closing Date and signed by an Administrator(s) of the Issuer Trust: (i) to the effect that they have read the Time of Sale Prospectus and this Agreement; (ii) to the effect that 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 and the Issuer Trust's knowledge, threatened; (iii) to the effect that the conditions set forth in clause (a) above (in the case of the certificate signed by an officer of the Company) have been satisfied as of the Closing Date; and (iv) to the effect that the representations and warranties of the Company (in the case of the certificate signed by an executive officer of the Company) and the Issuer Trust (in the case of the certificate signed by an Administrator of the Issuer Trust) contained in this Agreement are true and correct as of the Closing Date and that each of the Company and the Issuer Trust, as applicable, has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. (c) The Underwriters shall have received on the Closing Date an opinion of King & Spalding LLP, counsel to the Company, or of other counsel satisfactory to you and who may be an officer of the Company, dated the Closing Date, to the effect that: (i) 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 corporate power and authority to own or lease its properties, as the case may be, and to operate its properties and conduct its business as described in the Time of Sale Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified to do business as a foreign 20 corporation and is in good standing each jurisdiction set forth on a schedule to such opinion. (ii) Each of the Subsidiaries set forth on a schedule to such opinion has been duly formed or incorporated. Each of the Subsidiaries and Joint Ventures 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 corporate, partnership or limited liability company, as the case may be, power and authority to own or lease, as the case may be, its assets and conduct its business as described in the Time of Sale Prospectus, 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 each jurisdiction set forth on a schedule to such opinion. The OP owns, directly or indirectly, all of the member interests in the Subsidiaries (as defined below), except as described in the Prospectus. The Company owns (a) all of the limited partnership interests in the OP and (b) all of the member interests in the OP General Partner. The OP General Partner is the sole general partner of the OP. (iii) All of the issued and outstanding ownership interests, owned directly or indirectly by the Company, of each Subsidiary and Joint Venture set forth on a schedule to such opinion have been duly authorized and validly issued and are fully paid and nonassessable; and except as described in the Prospectus, the outstanding 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 in connection with the Company's debt financing transactions described in the Prospectus; (iv) To such counsel's knowledge, the Company is not a party to any agreement that would entitle any holders of securities of the Company to the registration of such securities under the Registration Statement. (v) The Junior Subordinated Debt Indenture has been duly qualified under the Trust Indenture Act, has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms, except that such counsel will express no opinion as to (i) the effect of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors generally and (ii) 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); (vi) The Junior Subordinated Debentures have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Junior Subordinated Debt Indenture and delivered to and paid 21 for by the Underwriters in accordance with the terms of this Agreement, will be entitled to the benefits of the Junior Subordinated Debt Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their terms, except that such counsel will express no opinion as to (i) the effect of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors generally and (ii) 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); (vii) This Agreement has been duly authorized, executed and delivered by the Company; (viii) The Guarantee has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms, except that such counsel will express no opinion as to (i) the effect of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors generally and (ii) 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); (ix) The issue and sale of the Junior Subordinated Debentures and the Guarantee and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Junior Subordinated Debt Indenture, the Trust Agreement, the Guarantee and the Junior Subordinated Debentures do not and will not contravene or violate (a) any provisions of the respective certificate of incorporation, charter, by-laws, operating agreement, or partnership agreement, as applicable, of the Company and the Subsidiaries or, (b) any agreement or other instrument binding upon the Company or any Subsidiaries that is filed as an exhibit to the Registration Statement or any other report filed with the Commission, except where such contravention or violation would not have a Material Adverse Effect, or, (c) any law, rule, regulation, judgment, order, writ, or decree of any governmental body, agency or court having jurisdiction over the Company or any of the Subsidiaries known after due inquiry to such counsel to be applicable to the Company or the Subsidiaries (other than applicable state securities and Blue Sky laws, as to which such counsel shall express no opinion), except for contraventions or violations that would not have a Material Adverse Effect; and no consent, approval, authorization, or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Junior Subordinated Debt Indenture, the Trust Agreement, the Guarantee and the Junior Subordinated Debentures, except such (A) as have been obtained under the Act, and (B) as may be required under the state securities and 22 the Blue Sky laws of the various states in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus, or (C) other consents, approvals, authorizations, orders, filings or registrations as have been obtained; (x) the statements in the Prospectus under the headings: "Description of the Trust Preferred Securities," "Description of Junior Subordinated Debentures," "Description of Guarantee" and "Relationship Among the Trust Preferred Securities, the Junior Subordinated Debentures and the Guarantee," insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate in all material respects; (xi) 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 Joint Ventures or any of the 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; (xii) Neither the Company nor the Issuer Trust is, and after giving effect to the offering and sale of the Trust Preferred Securities and the application of the proceeds thereof as described in the Prospectus neither will be, required to register as an investment company as such term is defined in the Investment Company Act of 1940, as amended; (xiii) The statements made in the Time of Sale Prospectus and the Prospectus under the caption "United States Federal Income Tax Consequences," insofar as they purport to constitute summaries of matters of United States federal tax law and regulations, are accurate summaries of the matters described therein in all material respects; (xiv) The Registration Statement has become effective under the Securities Act; any required filing of any part of the Time of Sale 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 Securities Act, and no proceedings for that purpose have been initiated by the Commission; and (xv) In addition, such counsel shall state (A) that (1) each document filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included or incorporated by reference therein, as to which such counsel need not make any 23 statement) complied as to form as of its filing date in all material respects with the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder and (2) the Registration Statement and the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included or incorporated by reference therein and except for those parts of the Registration Statement that constitute the Forms T-1, as to which such counsel need not make any statement) complied as to form in all material respects with the requirements for registration statements on Form S-1 under the Securities Act and the applicable rules and regulations of the Commission thereunder and (B) that in such counsel's capacity as counsel for the Company, such counsel has 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, the Time of Sale Prospectus and the Prospectus and related matters were discussed and reviewed, and although such counsel is not passing on and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, except for those referred to in the opinion in paragraph (x) above, on the basis of the foregoing, nothing has come to such counsel's attention that would lead it to believe that (1) as of the Effective Date and the Closing Date, the Registration Statement or any further amendment or supplement thereto made by the Company or the Issuer Trust prior to the Closing Date (other than the financial statements and notes thereto, the financial statement schedules, the other financial and statistical data and the Statements of Eligibility of Trustee on Form T-1 included or incorporated by reference therein or omitted therefrom, as to which such counsel shall make no statement) 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 (2) the Time of Sale Prospectus (other than the financial statements and notes thereto, the financial statement schedules and the other financial and statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel shall make no statement), as of the Time of Sale, 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 (3) as of its date and the Closing Date, the Prospectus, as may be supplemented 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 or incorporated by reference therein or omitted therefrom, as to which such counsel shall make no statement) 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; provided that such counsel shall make no statement as to the conveyance of the Time of Sale Prospectus or the Prospectus to investors. 24 (d) The Underwriters shall have received on the Closing Date an opinion of Hunton & Williams LLP, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Sections 5(c)(v), 5(c)(vi), 5(c)(vii), 5(c)(viii) and 5(c)(x) (but only as statements in the Time of Sale Prospectus under "Description of Trust Preferred Securities," "Description of Junior Subordinated Debentures," "Description of Guarantees," "Relationship Among the Trust Preferred Securities, the Junior Subordinated Debentures and the Guarantee" and "Underwriters"), and Section 5(c)(xv) in a form reasonable acceptable to the Manager. With respect to Section 5(c)(xv) above, Hunton & Williams LLP (i) may state that its opinions and beliefs are based upon its participation in the preparation of the Registration Statement, the Time of Sale Prospectus, the Prospectus, the preliminary prospectus, if any, any free writing prospectuses identified as part of the Time of Sale Prospectus in Schedule II hereto, the Prospectus and any amendments or supplements thereto (but not including documents incorporated therein by reference) and upon review and discussion of the contents of the Registration Statement, the Time of Sale Prospectus and the Prospectus (including documents incorporated therein by reference), but are without independent check or verification, except as specified, and (ii) need express no opinion or belief as to the conveyance of the Time of Sale Prospectus or the information contained therein to investors. (e) The opinion of King & Spalding LLP, or any other outside counsel for the Company, described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (f) The Underwriters shall have received on the Closing Date an opinion dated the Closing Date of Richards, Layton & Finger, PA, special Delaware counsel for the Issuer Trust and the Company, or of other counsel satisfactory to the Manager, to the effect that: (i) The Issuer Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, and, under the Trust Agreement and the Delaware Statutory Trust Act, has the trust power and authority to conduct its business, all as described in the Registration Statement and Time of Sale Prospectus; (ii) Assuming due authorization, execution and delivery of the Trust Agreement by the Company and the Administrative Trustees, the Trust Agreement is a legal, valid and binding agreement of the Company, the Administrative Trustees and the Issuer Trustee and is enforceable against the Company, the Administrative Trustees and the Issuer Trustee, in accordance with its terms, subject, as to enforcement, to the effect upon the Trust Agreement of (i) bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation, fraudulent conveyance and transfer, and other similar laws relating to or affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (iii) the effect of applicable 25 public policy on the enforceability of provisions relating to indemnification or contribution; (iii) Under the Trust Agreement and the Delaware Statutory Trust Act, the execution and delivery of this Agreement by the Issuer Trust, and the performance by the Issuer Trust of its obligations thereunder, have been duly authorized by all necessary trust action on the part of the Issuer Trust; under the Trust Agreement and the Delaware Statutory Trust Act, upon due execution and delivery by the Company, as sponsor, on behalf of the Issuer Trust, this Agreement has been duly executed and delivered by the Issuer Trust; (iv) The Trust Preferred Securities have been duly authorized by the Trust Agreement and are duly and validly issued and, subject to the qualifications set forth in such opinion, will be fully paid and nonassessable undivided beneficial interests in the assets of the Issuer Trust; the holders of Trust Preferred Securities, as beneficial owners of the Issuer Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware; (v) The Common Securities have been duly authorized by the Trust Agreement and are duly and validly issued undivided beneficial interests in the assets of the Issuer Trust; (vi) Under the Trust Agreement and the Delaware Statutory Trust Act, the issuance of the Trust Securities is not subject to preemptive rights; (vii) The statements in the Time of Sale Prospectus under the captions "GW Capital Trust II," "Description of Trust Preferred Securities" and "Relationship Among the Trust Preferred Securities, the Junior Subordinated Debentures and the Guarantee," insofar as such statements constitute statements of Delaware law, are fairly presented; (viii) The issuance and the sale of the Trust Securities by the Issuer Trust, the execution, delivery and performance by the Issuer Trust of this Agreement, the consummation by the Issuer Trust of the transactions contemplated by this Agreement and compliance by the Issuer Trust with its obligations under this Agreement do not violate (A) the Certificate of Trust of the Issuer Trust or the Trust Agreement, or (B) any applicable Delaware law or Delaware administrative regulation; (ix) After due inquiry, limited to, and solely to the extent reflected on the second business day prior to the Closing Date, the results of computer searches of the court dockets for active cases of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, of the Superior Court of the State of Delaware in and for New Castle County, Delaware, and of the United States Federal District Court sitting in the State of Delaware, such counsel 26 does not know of any legal or governmental proceeding pending against the Issuer Trust; (x) No authorization, approval, consent or order of any Delaware court or any Delaware governmental authority or Delaware agency is required to be obtained by the Issuer Trust solely in connection with the issuance and sale of the Trust Securities; and (xi) The Trust Preferred Security holders (other than those Trust Preferred Security holders who reside or are domiciled in the State of Delaware) will have no liability for income taxes imposed by the State of Delaware solely as a result of their participation in the Issuer Trust, and the Issuer Trust will not be liable for any income tax imposed by the State of Delaware. In rendering such opinion, such counsel may note that holders of Trust Securities may be obligated, pursuant to the Trust Agreement, to (i) provide indemnity and security in connection with and pay taxes or other governmental charges arising from transfers of certificates for Trust Securities and the issuance of replacement certificates for Trust Securities, (ii) provide security and indemnity in connection with requests of or directions to the Property Trustee to exercise its rights and remedies under the Trust Agreement and (iii) undertake to pay costs as a party litigant in any suit for the enforcement of any right or remedy under the Trust Agreement or against the Property Trustee, to the extent provided in the Trust Agreement. (g) The Underwriters shall have received on each of the date hereof and the Closing Date a letter, dated as of the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Managers, from each of (i) Deloitte & Touche, LLP, the Company's independent registered public accounting firm, and (ii) RubinBrown LLP, the independent registered public accounting firm that conducted the audit of the combined financial statements of Great Bear Lodge of Wisconsin Dells, LLC and Great Bear Lodge of Sandusky, LLC, each letter 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 or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each letter so furnished shall use a cut-off date no more than three business days prior to the date of such letter. (h) On or prior to the Closing Date, the Company and the Issuer Trust shall have furnished to the Manager such further information, certificates, opinions and documents as the Manager may reasonably request. (i) The NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and agreements. (j) At the Closing Date, the Trust Preferred Securities shall have been approved for listing on the NASDAQ, subject only to official notice of issuance. 27 The several obligations of the Underwriters to purchase Additional Trust Preferred Securities hereunder are subject to the delivery to you on the Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Issuer Trust and the Company, the due authorization and issuance of the Additional Trust Preferred Securities and other matters related to the issuance of the Additional Trust Preferred Securities. 6. Covenants of the Company and the Issuer Trust. Each of the Company and the Issuer Trust covenants with each Underwriter as follows: (a) To furnish to you, without charge, two (2) signed copies of the Registration Statement (including exhibits thereto and documents incorporated by reference) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to each of the Underwriters, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and, except with respect to any filing under the Exchange Act incorporated in the Registration Statement, not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified on Rule 424(b) any prospectus required to be filed pursuant to such Rule. (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Issuer Trust and not to use or refer to any proposed free writing prospectus to which you reasonably object. (d) Not to take any action that would result in an Underwriter or the Company or the Issuer Trust being required to file with the Commission pursuant to Rule 433(d) a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Trust Preferred Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition shall exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the 28 Commission and furnish, at the Company's expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a)) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a)) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission, and furnish, at the Company's own expense, to the Underwriters and upon request to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a)) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (g) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided, however, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now required by applicable law to be 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. (h) To make generally available to the Company's security holders and to you as soon as practicable an earning statement or statements which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the Company's and the Issuer Trust's obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's and the Issuer Trust's counsels and accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Issuer Trust and amendments and supplements to any of the foregoing, including the filing fees 29 payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters, not to exceed $10,000, in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters, not to exceed $10,000, incurred in connection with the review and qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Securities and all costs and expenses incident to listing the Securities on the NASDAQ, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and charges of any trustee, transfer agent, registrar or depositary, (ix) the costs and expenses of the Company or the Issuer Trust relating to investor presentations on any road show undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company or the Issuer Trust, travel and lodging expenses of the representatives and officers of the Company and the Issuer Trust and any such consultants, and the cost of any aircraft chartered in connection with the road show, (x) the document production charges and expenses associated with printing this Agreement and (xi) all other costs and expenses incident to the performance of the obligations of the Company and the Issuer Trust hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled "Indemnity and Contribution," and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (j) During the period beginning on the date hereof and continuing through the 30th day after the Closing Date, and without the prior written consent of Morgan Stanley & Co. Incorporated, not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any securities of the Company or the Issuer Trust that are substantially similar to the Trust Preferred Securities (other than the Securities) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Securities, whether any transactions described above are to be settled by securities, in cash or otherwise, except in the offering. 30 Notwithstanding the foregoing paragraph, if (1) during the last 17 days of the 30-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 30-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 30-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Manager of any earnings release, news or event that may give rise to an extension of the initial 30-day restricted period. (k) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by you, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date the final terms have been established for the offering of the Trust Preferred Securities. (l) The Company and the Issuer Trust 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. (m) The Company and the Issuer Trust will use their best efforts to effect the listing of the Securities on the NASDAQ at the Closing Date, or, in the event such listing does not occur at the Closing Date, as soon thereafter as possible. 7. Covenants of the Underwriters. Each Underwriter severally covenants with the Company and the Issuer Trust not to take any action that would result in the Company or the Issuer Trust being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company or the Issuer Trust thereunder, but for the action of the Underwriter 8. Indemnity and Contribution. (a) Each of the Company and the Issuer Trust jointly and severally, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h), any Company or Issuer Trust information that the Company or the Issuer Trust has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are 31 caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished to the Company or the Issuer Trust in writing by any Underwriter through you expressly for use therein. (a) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuer Trust, the Issuer Trustees, the Administrative Trustees, the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Issuer Trust or Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company and the Issuer Trust to such Underwriter, but only with reference to information furnished to the Company or the Issuer Trust in writing by any Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or the Prospectus or any amendment or supplement thereto. (b) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the "INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by Morgan Stanley & Co. Incorporated, in the case of parties indemnified pursuant to Section 8(a), and by the Company and the Issuer Trust, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (iii) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (iv) such 32 indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (c) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Issuer Trust on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company and the Issuer Trust on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Issuer Trust on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Junior Subordinated Debentures (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters bear to the aggregate initial public offering price of the Trust Preferred Securities as set forth in the Prospectus. The relative fault of the Company and the Issuer Trust on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Issuer Trust or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters' respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective number of Trust Preferred Securities they have purchased hereunder, and not joint. (d) The Company, the Issuer Trust and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, 33 no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Trust Preferred Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (e) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company and the Issuer Trust contained in this Agreement shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company or the Issuer Trust, the officers or directors of the Company or the Issuer Trust or any person controlling the Company or the Issuer Trust and (iii) acceptance of and payment for any of the Trust Preferred Securities. 9. Termination. The Underwriters may terminate this Agreement by notice given by you to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, (ii) trading of any securities of the Company or the Issuer Trust shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Trust Preferred Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus. 10. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Trust Preferred Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Trust Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Trust Preferred Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Trust Preferred Securities 34 set forth opposite their respective names in Schedule I hereto bears to the aggregate number of Firm Trust Preferred Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Trust Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Trust Preferred Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Trust Preferred Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Trust Preferred Securities and the aggregate number of Firm Trust Preferred Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Trust Preferred Securities to be purchased, and arrangements satisfactory to you and the Company and the Issuer Trust for the purchase of such Firm Trust Preferred Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Issuer Trust. In any such case either you or the Company or the Issuer Trust shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Trust Preferred Securities and the aggregate number of Additional Trust Preferred Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Trust Preferred Securities to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation to purchase Additional Trust Preferred Securities or (ii) purchase not less than the number of Additional Trust Preferred Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Issuer Trust to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Issuer Trust shall be unable to perform its obligations under this Agreement, the Company and the Issuer Trust jointly and severally agree to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder. 11. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Trust Preferred Securities, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the 35 Prospectus, the conduct of the offering, and the purchase and sale of the Trust Preferred Securities. (b) The Company acknowledges that in connection with the offering of the Trust Preferred Securities: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Trust Preferred Securities. 12. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 13. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. 14. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. 15. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you at 1585 Broadway, Floor 29, New York, New York 10036, Attention: Investment Banking Department (fax no.: (212) 507-2705), with a copy to the Legal Department; and if to the Company shall 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 (fax no.: (404) 572-5100), and confirmed to Great Wolf Resorts, Inc., 122 West Washington Avenue, Madison, Wisconsin 53703, Attention: J. Michael Schroeder, General Counsel and Corporate Secretary. 16. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated. "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. "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. "EXECUTION TIME" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. 36 "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the condition (financial or otherwise), prospects, earnings, business, properties or assets of the Company and the Subsidiaries, taken as a whole. "RULES" shall mean the rules and regulations of the Commission promulgated under the Securities Act or the Exchange Act, as applicable. "RULES 164", "RULE 173", "RULE 405", "RULE 424", "RULE 430A", RULE 433" and "RULE 462" refer to such rules under the Securities 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. "TIME OF SALE" shall mean _________ [AM][PM] on _________, 2006. [SIGNATURES ON THE FOLLOWING PAGES] 37 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, the Issuer Trust and the several Underwriters. Very truly yours, GW CAPITAL TRUST II By: Great Wolf Resorts, Inc., as sponsor By:_______________________________ Name: Title: GREAT WOLF RESORTS, INC. By:_____________________________________ Name: Title: [Trust Preferred Offering Underwriting Agreement Signature Page] Accepted as of the date hereof MORGAN STANLEY & CO. INCORPORATED Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Morgan Stanley & Co. Incorporated By: _______________________________________________ Name: Title: [Trust Preferred Offering Underwriting Agreement Signature Page] SCHEDULE I

NUMBER OF FIRM TRUST NUMBER OF ADDITIONAL PREFERRED SECURITIES TRUST PREFERRED SECURITIES UNDERWRITER TO BE PURCHASED TO BE PURCHASED - ------------------------------------------ -------------------- -------------------------- Morgan Stanley & Co. Incorporated......... -------------------- -------------------------- Total:........................... 2,000,000 300,000 ==================== ==========================

I-1 SCHEDULE II TIME OF SALE PROSPECTUS 1. Preliminary Prospectus issued June __, 2006. 2. Free Writing Prospectus (Term Sheet), dated June __, 2006. [identify all free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act] [free writing prospectus containing a description of terms that does not reflect final terms, if the Time of Sale Prospectus does not include a final term sheet] [orally communicated pricing information to be included on Schedule II if a final term sheet is not used] II-1 EX-4.6 3 g01711a1exv4w6.txt EX-4.6 FORM OF AMENDED AND RESTATED DECLARATION OF TRUST EXHIBIT 4.6 ================================================================================ GW CAPITAL TRUST II AMENDED AND RESTATED DECLARATION OF TRUST among GREAT WOLF RESORTS, INC., as Sponsor, WILMINGTON TRUST COMPANY, as Property Trustee and as Delaware Trustee and the Administrative Trustees named herein ================================================================================ June ___, 2006 GW CAPITAL TRUST II Certain Sections of this Declaration of Trust relating to Sections 310 through 318 of the Trust Indenture Act of 1939:

Trust Agreement Trust Indenture Act Section Section - --------------- ----------------- 310(a)(1).......................................................................................... 8.7 (a)(2)............................................................................................. 8.7 (a)(3)............................................................................................. 8.9 (a)(4)............................................................................................. 2.7(a)(ii) (b)................................................................................................ 8.8, 10.10(b) 311(a)............................................................................................. 8.13, 10.10(b) (b)................................................................................................ 8.13, 10.10(b) 312(a)............................................................................................. 10.10(b) (b)................................................................................................ 10.10(b) (c)................................................................................................ 5.7 313(a)............................................................................................. 8.15(a) (b)................................................................................................8.15(a), 8.15(b) (c)................................................................................................ 8.15(a), 10.8 (d)................................................................................................ 8.15(a) 314(a)............................................................................................. 8.16 (b)................................................................................................ Not Applicable (c)(1)............................................................................................. 8.16, 8.17 (c)(2)............................................................................................. 8.16, 8.17 (c)(3)............................................................................................. 8.16, 8.17 (e)................................................................................................ 8.17 315(a)............................................................................................. 8.1(d) (b)................................................................................................ 8.2 (c)................................................................................................ 8.1(c) (d)................................................................................................ 8.1(d) (e)................................................................................................ Not Applicable 316(a)............................................................................................. Not Applicable (a)(1)(A).......................................................................................... Not Applicable (a)(1)(B).......................................................................................... Not Applicable (a)(2)............................................................................................. Not Applicable (b)................................................................................................ 5.13 (c)................................................................................................ 6.7 317(a)(1).......................................................................................... Not Applicable (a)(2)............................................................................................ 8.14 (b)................................................................................................ 5.10 318(a)............................................................................................. 10.10(a)

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Declaration of Trust. Table of Contents

Page ---- ARTICLE I DEFINED TERMS SECTION 1.1. Definitions.........................................................................................1 ARTICLE II CONTINUATION OF THE ISSUER TRUST SECTION 2.1. Name...............................................................................................11 SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business........................................11 SECTION 2.3. Initial Contribution of Trust Property; Organizational Expenses....................................11 SECTION 2.4. Issuance of the Trust Securities...................................................................11 SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase of Junior Subordinated Debentures.....12 SECTION 2.6. Declaration of Trust...............................................................................13 SECTION 2.7. Authorization to Enter into Certain Transactions...................................................13 SECTION 2.8. Assets of Trust....................................................................................16 SECTION 2.9. Title to Trust Property............................................................................16 ARTICLE III PAYMENT ACCOUNT SECTION 3.1. Payment Account....................................................................................16 ARTICLE IV DISTRIBUTIONS; REDEMPTION SECTION 4.1. Distributions......................................................................................17 SECTION 4.2. Redemption.........................................................................................18 SECTION 4.3. Subordination of Common Securities.................................................................20 SECTION 4.4. Payment Procedures.................................................................................21 SECTION 4.5. Tax Returns and Reports............................................................................21 SECTION 4.6. Payment of Taxes, Duties, Etc. of the Issuer Trust.................................................22 SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions.............................................22 SECTION 4.8. Liability of the Holder of Common Securities.......................................................22 ARTICLE V TRUST SECURITIES CERTIFICATES SECTION 5.1. Initial Ownership..................................................................................22

SECTION 5.2. The Trust Securities Certificates..................................................................23 SECTION 5.3. Execution and Delivery of Trust Securities Certificates............................................23 SECTION 5.4. Global Preferred Security..........................................................................23 SECTION 5.5. Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges; Preferred Securities Certificates.......................................................25 SECTION 5.6. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.................................26 SECTION 5.7. Persons Deemed Holders.............................................................................26 SECTION 5.8. Access to List of Holders' Names and Addresses.....................................................27 SECTION 5.9. Maintenance of Office or Agency....................................................................27 SECTION 5.10. Appointment of Paying Agent........................................................................27 SECTION 5.11. Ownership of Common Securities by Sponsor..........................................................28 SECTION 5.12. Notices to Clearing Agency.........................................................................28 SECTION 5.13. Rights of Holders..................................................................................28 ARTICLE VI ACTS OF HOLDERS; MEETINGS; VOTING SECTION 6.1. Limitations on Holder's Voting Rights..............................................................30 SECTION 6.2. Notice of Meetings.................................................................................31 SECTION 6.3. Meetings of Holders................................................................................31 SECTION 6.4. Voting Rights......................................................................................32 SECTION 6.5. Proxies, etc.......................................................................................32 SECTION 6.6. Holder Action by Written Consent...................................................................32 SECTION 6.7. Record Date for Voting and Other Purposes..........................................................32 SECTION 6.8. Acts of Holders....................................................................................33 SECTION 6.9. Inspection of Records..............................................................................34 ARTICLE VII REPRESENTATIONS AND WARRANTIES SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee....................34 SECTION 7.2. Representations and Warranties of Sponsor..........................................................35 ARTICLE VIII THE ISSUER TRUSTEES; THE ADMINISTRATIVE TRUSTEES SECTION 8.1. Certain Duties and Responsibilities................................................................35 SECTION 8.2. Certain Notices....................................................................................37 SECTION 8.3. Certain Rights of Property Trustee.................................................................38 SECTION 8.4. Not Responsible for Recitals or Issuance of Securities.............................................40 SECTION 8.5. May Hold Securities................................................................................40 SECTION 8.6. Compensation; Indemnity; Fees......................................................................40 SECTION 8.7. Corporate Property Trustee Required; Eligibility of Trustees and Administrative Trustees...........42 SECTION 8.8. Conflicting Interests..............................................................................42 SECTION 8.9. Co-Trustees and Separate Trustee...................................................................42 SECTION 8.10. Resignation and Removal; Appointment of Successor..................................................44 SECTION 8.11. Acceptance of Appointment by Successor.............................................................45 SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business.......................................45 SECTION 8.13. Preferential Collection of Claims Against Sponsor or Issuer Trust..................................46 SECTION 8.14. Trustee May File Proofs of Claim...................................................................46 SECTION 8.15. Reports by Property Trustee........................................................................46 SECTION 8.16. Reports to the Property Trustee....................................................................47 SECTION 8.17. Evidence of Compliance with Conditions Precedent...................................................47 SECTION 8.18. Number of Issuer Trustees..........................................................................47 SECTION 8.19. Delegation of Power................................................................................47 SECTION 8.20. Appointment of Administrative Trustees.............................................................48 ARTICLE IX DISSOLUTION, LIQUIDATION AND MERGER SECTION 9.1. Dissolution Upon Expiration Date...................................................................48 SECTION 9.2. Early Termination..................................................................................48 SECTION 9.3. Termination........................................................................................49 SECTION 9.4. Liquidation........................................................................................49 SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust.........................51 ARTICLE X MISCELLANEOUS PROVISIONS SECTION 10.1. Limitation of Rights of Holders...................................................................52 SECTION 10.2. Amendment.........................................................................................52 SECTION 10.3. Separability......................................................................................53 SECTION 10.4. Governing Law.....................................................................................53 SECTION 10.5. Payments Due on Non-Business Day..................................................................54 SECTION 10.6. Successors........................................................................................54 SECTION 10.7. Headings..........................................................................................54 SECTION 10.8. Reports, Notices and Demands......................................................................55 SECTION 10.9. Agreement Not to Petition.........................................................................55 SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act............................................56 SECTION 10.11. Acceptance of Terms of Declaration of Trust, Guarantee and Indenture..............................56 SECTION 10.12. Counterparts......................................................................................57 Exhibit A Certificate of Trust Exhibit B Form of Certificate Depositary Agreement Exhibit C Form of Common Securities Certificate Exhibit D Form of Preferred Securities Certificate Exhibit E Form of Expense Agreement DECLARATION OF TRUST Amended and Restated Declaration of Trust, dated as of June __, 2006, among (i) Great Wolf Resorts, Inc., a Delaware corporation, as sponsor (including any successors or assigns, the "Sponsor"), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee, (in such capacity, the "Property Trustee"), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the "Delaware Trustee") (the Property Trustee and the Delaware Trustee are referred to collectively herein as the "Issuer Trustees"), (iv) two individuals selected by the holders of the Common Securities (as defined herein) to act as administrative trustees with respect to the Issuer Trust (the "Administrative Trustees") and (v) the several Holders, as hereinafter defined. WITNESSETH: WHEREAS, the Issuer Trust (as defined herein) has been established under the Delaware Statutory Trust Act pursuant to a certain Declaration of Trust, dated as of May 25, 2006, (the "Original Declaration of Trust"), and by the filing of the Certificate of Trust of the Issuer Trust with the Secretary of State of the State of Delaware on May 25, 2006, (the "Certificate of Trust"), which Certificate of Trust is attached as Exhibit A; and WHEREAS, the parties hereto desire to amend and restate the Original Declaration of Trust in its entirety as set forth herein to provide for, among other things, (i) the issuance and sale of the Common Securities by the Issuer Trust to the Sponsor, (ii) the issuance and sale of the Preferred Securities by the Issuer Trust pursuant to the Underwriting Agreement, (iii) the acquisition by the Issuer Trust from the Sponsor of all of the right, title and interest in the Junior Subordinated Debentures and (iv) the appointment of the Administrative Trustees. NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Holders, hereby amends and restates the Original Declaration of Trust in its entirety and agrees, intending to be legally bound, as follows: ARTICLE I DEFINED TERMS SECTION 1.1. Definitions. For all purposes of this Declaration of Trust, except as otherwise expressly provided or unless the context otherwise requires: (a) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (b) All other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (c) The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation"; (d) All accounting terms used but not defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles as in effect at the time of computation; (e) Unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Declaration of Trust; and (f) The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Declaration of Trust as a whole and not to any particular Article, Section or other subdivision. "2005 Junior Subordinated Indenture" means the Junior Subordinated Indenture, dated as of March 15, 2005, between the Sponsor and JPMorgan Chase Bank, National Association, as trustee, pursuant to which the Existing Junior Subordinated Debentures were issued. "Act" has the meaning specified in Section 6.8. "Additional Amount" means, with respect to Trust Securities of a given Liquidation Amount and a given period, the amount of Additional Interest (as defined in the Indenture) paid by the Sponsor on Junior Subordinated Debentures having a principal amount equal to such Liquidation Amount for such period. "Additional Sums" means any additional amounts paid by the Sponsor as specified in Section 2.03(r) of the Indenture. "Administrative Trustees" means each Person appointed in accordance with Section 8.20 solely in such Person's capacity as Administrative Trustee of the Issuer Trust and not in such Person's individual capacity, or any successor Administrative Trustee appointed as herein provided; with the initial Administrative Trustees being J. Michael Schroeder and James A. Calder. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Applicable Procedures" means, with respect to any transfer or transaction involving a Global Preferred Security or beneficial interest therein, the rules and procedures of the Depositary for such Preferred Security, in each case to the extent applicable to such transaction and as in effect from time to time. "Bankruptcy Event" means, with respect to any Person: (a) the entry of a decree or order by a court having jurisdiction in the premises judging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of such Person under 2 any applicable federal or State bankruptcy, insolvency, reorganization or other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (b) the institution by such Person of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or State bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of such Person or of any substantial part of its property or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt, or the taking of corporate action by such Person in furtherance of any such action. "Bankruptcy Laws" has the meaning specified in Section 10.9. "Board of Directors" means either the Board of Directors of the Sponsor or any committee of such Board duly authorized to act on its behalf. "Board Resolution" means a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Sponsor to have been duly adopted or consented to by the Board of Directors and to be in full force and effect, and delivered to the Issuer Trustees. "Business Day" means a day other than (a) a Saturday or Sunday and (b) a day on which banking institutions in Wilmington, Delaware and The City of New York are authorized or required by law or executive order to remain closed. "Certificate Depositary Agreement" means the agreement between the Issuer Trust and the Depositary, as the initial Clearing Agency, dated as of ______________, substantially in the form attached as Exhibit B, as the same may be amended and supplemented from time to time. "Certificate of Trust" has the meaning specified in the preamble to this Declaration of Trust. "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act. The Depositary shall be the initial Clearing Agency. "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Closing Date" has the meaning specified in the Underwriting Agreement. "Code" means the Internal Revenue Code of 1986, as amended. 3 "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Common Securities Certificate" means a certificate evidencing ownership of Common Securities, substantially in the form attached as Exhibit C. "Common Securities Subscription Agreement" means the common securities subscription agreement between the Issuer Trust and the Sponsor dated June ___, 2006 and any other common securities subscription agreement between the Issuer Trust and the Sponsor relating to up to _________ additional Common Securities issuable in connection with the exercise by the Underwriters of their option to purchase an additional [300,000] Preferred Securities. "Common Security" means an undivided beneficial interest in the assets of the Issuer Trust, having a Liquidation Amount of $25 and having the rights provided therefor in this Declaration of Trust, including the right to receive Distributions and a Liquidation Distribution as provided herein. "Corporate Trust Office" means the principal office of the Property Trustee located in The City of Wilmington, Delaware which at the time of the execution of this Declaration of Trust is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001; Attention: Corporate Trust Administration, or such other address as the Property Trustee may designate from time to time by notice to the Holders and the Sponsor, or the principal corporate trust office of any successor Property Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Sponsor). "Debenture Default" means a "Default" as defined in the Indenture. "Debenture Event of Default" means an "Event of Default" as defined in the Indenture. "Debenture Redemption Date" means, with respect to any Junior Subordinated Debentures to be redeemed under the Indenture, the date fixed for redemption of such Junior Subordinated Debentures under the Indenture. "Debt Securities Trustee" means Wilmington Trust Company, a Delaware banking corporation, as Trustee under the Indenture and any successor. "Declaration of Trust" means this Amended and Restated Declaration of Trust, as the same may be modified, amended or supplemented in accordance with the applicable provisions hereof, including (i) all Exhibits hereto, and (ii) for all purposes of this Amended and Restated Declaration of Trust and any such modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Amended and Restated Declaration of Trust and any modification, amendment or supplement, respectively. "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq., as it may be amended from time to time. 4 "Delaware Trustee" means the corporation identified as the "Delaware Trustee" in the preamble to this Declaration of Trust solely in its capacity as Delaware Trustee of the Issuer Trust and not in its individual capacity, or its successor in interest in such capacity, or any successor trustee appointed as herein provided. "Depositary" means The Depository Trust Company or any successor thereto. "Direct Action" has the meaning specified in Section 5.13. "Distribution Date" has the meaning specified in Section 4.1(a). "Distributions" means amounts payable in respect of the Trust Securities as provided in Section 4.1. "Early Termination Event" has the meaning specified in Section 9.2. "Event of Default" means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) the occurrence of a Debenture Default or a Debenture Event of Default; or (b) default by the Issuer Trust or the Property Trustee in the payment of any Distribution when it becomes due and payable, and continuation of such default for a period of 30 days; or (c) default by the Issuer Trust or the Property Trustee in the payment of any Redemption Price of any Trust Security when it becomes due and payable; or (d) default in the performance, or breach, in any material respect, of any covenant or warranty of the Issuer Trustees in this Declaration of Trust (other than a covenant or warranty, a default in the performance of which or the breach of which is dealt with in clause (b) or (c) above) and continuation of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer Trustees and the Sponsor by the Holders of at least 25% in aggregate Liquidation Amount of the Outstanding Preferred Securities, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (e) the occurrence of any Bankruptcy Event with respect to the Property Trustee or all or substantially all of its property if a successor Property Trustee has not been appointed within a period of 90 days thereof. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto, in each case as amended from time to time. "Existing Junior Subordinated Debentures" means the Floating Rate Junior Subordinated Debentures due 2035 issued by the Issuer under the 2005 Junior Subordinated Indenture. 5 "Expense Agreement" means the Agreement as to Expenses and Liabilities, dated as of the Closing Date, between the Sponsor, in its capacity as holder of the Common Securities, and the Issuer Trust, substantially in the form attached as Exhibit E, as amended from time to time. "Expiration Date" has the meaning specified in Section 9.1. "Global Preferred Securities Certificate" means a Preferred Securities Certificate evidencing ownership of Global Preferred Securities. "Global Preferred Security" means a Preferred Security, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.4. "Guarantee Agreement" means the Preferred Securities Guarantee Agreement executed and delivered by the Sponsor and Wilmington Trust Company, as Guarantee Trustee, contemporaneously with the execution and delivery of this Declaration of Trust, for the benefit of the holders of the Preferred Securities, as amended from time to time. "Holder" means a Person in whose name a Trust Security or Trust Securities is registered in the Securities Register; any such Person shall be a beneficial owner within the meaning of the Delaware Statutory Trust Act. "Indenture" means the Junior Subordinated Indenture, dated as of June ___, 2006, between the Sponsor and the Debt Securities Trustee (as amended or supplemented from time to time) relating to the issuance of the Junior Subordinated Debentures. "Investment Company Act" means the Investment Company Act of 1940, as amended. "Investment Company Event" means the receipt by the Issuer Trust of an Opinion of Counsel experienced in such matters, who shall not be an officer or employee of the Sponsor or any of its Affiliates, to the effect that, as a result of the occurrence of a change in law or regulation or a written change (including any announced prospective change) in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Issuer Trust is or will be considered an "investment company" that is required to be registered under the Investment Company Act, which change or prospective change becomes effective or would become effective, as the case may be, on or after June ___, 2006. "Issuer Trust" means GW Capital Trust II. "Issuer Trustees" means, collectively, the Property Trustee and the Delaware Trustee. "Junior Subordinated Debentures" means the aggregate principal amount of the Sponsor's ____% Junior Subordinated Debentures due 2036, issued pursuant to the Indenture. "Junior Subordinated Debenture Subscription Agreement" means the junior subordinated debenture subscription agreement between the Issuer Trust and the Sponsor dated June ___, 2006 and any other junior subordinated debenture subscription agreement between the Issuer Trust and the Sponsor relating to up to $_____________ aggregate principal amount of additional junior 6 subordinated debentures issuable in connection with the exercise by the Underwriters of their option to purchase an additional [$7,500,000] aggregate liquidation amount of Preferred Securities. "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever. "Like Amount" means (a) with respect to a redemption of Trust Securities, Trust Securities having a Liquidation Amount equal to that portion of the principal amount of Junior Subordinated Debentures to be contemporaneously redeemed in accordance with the Indenture, allocated to the Common Securities and to the Preferred Securities based upon the relative Liquidation Amounts of such classes and (b) with respect to a distribution of Junior Subordinated Debentures to Holders of Trust Securities in connection with a dissolution or liquidation of the Issuer Trust, Junior Subordinated Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Junior Subordinated Debentures are distributed. "Liquidation Amount" means the stated amount of $25 per Trust Security. "Liquidation Date" means the date on which Junior Subordinated Debentures are to be distributed to Holders of Trust Securities in connection with a dissolution and liquidation of the Issuer Trust pursuant to Section 9.4. "Liquidation Distribution" has the meaning specified in Section 9.4(d). "Majority in Liquidation Amount of the Preferred Securities" or "Majority in Liquidation Amount of the Common Securities" means, except as provided by the Trust Indenture Act, Preferred Securities or Common Securities, as the case may be, representing more than 50% of the aggregate Liquidation Amount of all then Outstanding Preferred Securities or Common Securities, as the case may be. "Officer's Certificate" means a certificate signed by the the Chairman of the Board, the Chief Executive Officer, the President, an Executive Vice President, the Chief Financial Officer, the General Counsel, or the Treasurer of the Sponsor, or any other person authorized by the Board of Directors of the Sponsor to execute any such written statement, and delivered to the party provided herein. Any Officer's Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration of Trust shall include: (a) a statement by the officer signing the Officer's Certificate that such officer has read the covenant or condition and the definitions relating thereto; (b) a brief statement of the nature and scope of the examination or investigation undertaken by such officer in rendering the Officer's Certificate; (c) a statement that such officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and 7 (d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with. "Opinion of Counsel" means a written opinion of counsel, who may, unless otherwise specified herein, be counsel for, or an officer or employee of, the Sponsor or any Affiliate of the Sponsor. "Original Declaration of Trust" has the meaning specified in the preamble to this Declaration of Trust. "Outstanding," with respect to Trust Securities, means, as of the date of determination, all Trust Securities theretofore executed and delivered under this Declaration of Trust, except: (a) Trust Securities theretofore canceled by the Property Trustee or delivered to the Property Trustee for cancellation; (b) Trust Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Property Trustee or any Paying Agent for the Holders of such Trust Securities, provided that if such Trust Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Declaration of Trust; and (c) Trust Securities which have been paid or in exchange for or in lieu of which other Trust Securities have been executed and delivered pursuant to Sections 5.4, 5.5, 5.6 and 5.13; provided, however, that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Preferred Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Preferred Securities owned by the Sponsor, or any Issuer Trustee, any Administrative Trustee or any Affiliate of the Sponsor or any Issuer Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining whether any Issuer Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Preferred Securities that such Issuer Trustee or such Administrative Trustee, as the case may be, actually knows to be so owned shall be so disregarded and (b) the foregoing shall not apply at any time when all of the outstanding Preferred Securities are owned by the Sponsor, one or more of the Issuer Trustees, one or more of the Administrative Trustees and/or any such Affiliate. Preferred Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustees the pledgee's right so to act with respect to such Preferred Securities and that the pledgee is not the Sponsor or any Affiliate of the Sponsor. "Owner" means each Person who is the beneficial owner of Global Preferred Securities as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as reflected in the records of a Person maintaining an account with such Clearing Agency (directly or indirectly), in accordance with the rules of such Clearing Agency. "Paying Agent" means any paying agent or co-paying agent appointed pursuant to Section 5.10 and shall initially be the Property Trustee. 8 "Payment Account" means a segregated non-interest-bearing corporate trust account maintained with the Property Trustee in its trust department for the benefit of the Holders in which all amounts paid in respect of the Junior Subordinated Debentures will be held and from which the Property Trustee, through the Paying Agent, shall make payments to the Holders in accordance with Sections 4.1 and 4.2. "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof, or any other entity of whatever nature. "Preferred Securities Certificate" means a certificate evidencing ownership of Preferred Securities, substantially in the form attached as Exhibit D. "Preferred Security" means a preferred undivided beneficial interest in the assets of the Issuer Trust, having a Liquidation Amount of $25 and having the rights provided therefor in this Declaration of Trust, including the right to receive Distributions and a Liquidation Distribution as provided herein. "Property Trustee" means the Person identified as the "Property Trustee" in the preamble to this Declaration of Trust solely in its capacity as Property Trustee of the Issuer Trust and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as herein provided. "Redemption Date" means, with respect to any Trust Security to be redeemed, the date fixed for such redemption by or pursuant to this Declaration of Trust; provided that each Debenture Redemption Date and the stated maturity of the Junior Subordinated Debentures shall be a Redemption Date for a Like Amount of Trust Securities, including but not limited to any date of redemption pursuant to the occurrence of any Redemption Event. "Redemption Event" means any Tax Event or Investment Company Event. "Redemption Price" means, with respect to any Trust Security, the Liquidation Amount of such Trust Security, plus accumulated and unpaid Distributions to but excluding the Redemption Date. "Relevant Trustee" has the meaning specified in Section 8.10. "Responsible Officer" when used with respect to the Property Trustee means any officer assigned to the Corporate Trust Office, including any vice president, assistant vice president, assistant treasurer, assistant secretary, trust officer or any other officer of the Property Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Declaration of Trust, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Securities Act" means the Securities Act of 1933, as amended, and any successor statute thereto, in each case as amended from time to time. 9 "Securities Register" and "Securities Registrar" have the respective meanings specified in Section 5.5. "Senior Indebtedness" has the meaning specified in the Indenture. "Special Event" means such time as (i) any Outstanding Preferred Securities shall cease to be listed on the New York Stock Exchange (the "NYSE"), the American Stock Exchange (the "AMEX") or quoted on the The Nasdaq National Market (the "Nasdaq"), and (ii) the Sponsor shall cease to be subject to the reporting requirements of the Exchange Act, but the Preferred Securities remain Outstanding. "Special Event Termination Date" means the date on which (i) the Preferred Securities are again listed on the NYSE or the AMEX or quoted on the Nasdaq (following their not being so listed or quoted) and (ii) the Sponsor becomes subject to the reporting requirements of the Exchange Act (following it not having been subject to such requirements). "Sponsor" has the meaning specified in the preamble to this Declaration of Trust. "Tax Event" means the receipt by the Issuer Trust of an Opinion of Counsel experienced in such matters, who shall not be an officer or employee of the Sponsor or any of its Affiliates, to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after June ___, 2006, there is more than an insubstantial risk that (i) the Issuer Trust is, or will be within 90 days of the delivery of such Opinion of Counsel, subject to United States Federal income tax with respect to income received or accrued on the Junior Subordinated Debentures, (ii) interest payable by the Sponsor to the Issuer Trust on the Junior Subordinated Debentures is not, or within 90 days of the delivery of such Opinion of Counsel will not be, deductible by the Sponsor, in whole or in part, for United States Federal income tax purposes, or (iii) the Issuer Trust is, or will be within 90 days of the delivery of such Opinion of Counsel, subject to more than a de minimis amount of other taxes, duties or other governmental charges; provided, however, that Tax Event shall not include any event described above that requires the Sponsor for United States Federal income tax purposes to defer taking a deduction for any original issue discount that accrues with respect to the Junior Subordinated Debentures until the interest payment related to such original issue discount is paid by the Sponsor in cash. "Trust Indenture Act" means the Trust Indenture Act of 1939 or any successor statute, in each case as amended from time to time. "Trust Property" means (a) the Junior Subordinated Debentures, (b) any cash on deposit in, or owing to, the Payment Account, and (c) all proceeds and rights in respect of the foregoing or any other property and assets for the time being held or deemed to be held by the Property Trustee pursuant to the terms of this Declaration of Trust. "Trust Securities Certificate" means any one of the Common Securities Certificates or the Preferred Securities Certificates. 10 "Trust Security" means any one of the Common Securities or the Preferred Securities. "Underwriters" has the meaning specified in the Underwriting Agreement. "Underwriting Agreement" means the Underwriting Agreement, dated as of June ___, 2006, among the Issuer Trust, the Sponsor and Morgan Stanley & Co. Incorporated on behalf of the Underwriters named therein, as the same may be amended from time to time. ARTICLE II CONTINUATION OF THE ISSUER TRUST SECTION 2.1. Name. The Issuer Trust continued hereby shall be known as "GW Capital Trust II," as such name may be modified from time to time by the Administrative Trustees following written notice to the Holders of Trust Securities and the Issuer Trustees, in which name the Administrative Trustees and the Issuer Trustees may engage in the transactions contemplated hereby, make and execute contracts and other instruments on behalf of the Issuer Trust and sue and be sued. SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business. The address of the Delaware Trustee in the State of Delaware is Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Holders and the Sponsor. The principal executive office of the Issuer Trust is in care of Great Wolf Resorts, Inc., 122 West Washington Avenue, Madison, Wisconsin 53703, Attention: General Counsel and Corporate Secretary. SECTION 2.3. Initial Contribution of Trust Property; Organizational Expenses. The Issuer Trust acknowledges receipt in trust from the Sponsor in connection with this Declaration of Trust of the sum of $10, which constitutes the initial Trust Property. The Sponsor shall pay all organizational expenses of the Issuer Trust as they arise or shall, upon request of any Issuer Trustee, promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer Trustee. The Sponsor shall make no claim upon the Trust Property for the payment of such expenses. SECTION 2.4. Issuance of the Trust Securities. The Sponsor, both on its own behalf and on behalf of the Issuer Trust pursuant to the Original Declaration of Trust, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Declaration of Trust, an Administrative Trustee, on behalf of the Issuer Trust, shall execute, manually or by facsimile, in accordance with Section 5.3, the Property Trustee shall authenticate in accordance with Section 5.3, and the Issuer Trust shall deliver to the Underwriters, Preferred Securities Certificates, registered in the names requested by the Underwriters, in an aggregate amount of [2,000,000] Preferred Securities having an aggregate Liquidation Amount of [$50,000,000], against receipt of the aggregate purchase price of such Preferred Securities of [$50,000,000] by the Issuer Trust. 11 If the Underwriters exercise their option to purchase all or any portion of an additional [300,000] Preferred Securities pursuant to the terms of the Underwriting Agreement, then an Administrative Trustee, on behalf of the Issuer Trust, shall execute, manually or by facsimile, in accordance with Section 5.3, the Property Trustee shall authenticate in accordance with Section 5.3, and the Issuer Trust shall deliver to the Underwriters, additional Preferred Securities Certificates, registered in the names requested by the Underwriters, in an aggregate amount of up to [300,000] additional Preferred Securities having an aggregate Liquidation Amount of up to [$7,500,000], against receipt of the aggregate purchase price of such additional Preferred Securities of up to [$7,500,000] by the Issuer Trust. SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase of Junior Subordinated Debentures. Contemporaneously with the execution and delivery of this Declaration of Trust, an Administrative Trustee, on behalf of the Issuer Trust, shall execute or cause to be executed in accordance with Section 5.2 and deliver to the Sponsor a Common Securities Certificate, registered in the name of the Sponsor, in an aggregate amount of ____________ Common Securities having an aggregate Liquidation Amount of $___________ against receipt of the aggregate purchase price of such Common Securities of $_______________ by the Issuer Trust. Contemporaneously therewith, an Administrative Trustee, on behalf of the Issuer Trust, shall subscribe for and purchase from the Sponsor the Junior Subordinated Debentures, registered in the name of the Issuer Trust and having an aggregate principal amount equal to $___________ and, in satisfaction of the purchase price for such Junior Subordinated Debentures, the Property Trustee, on behalf of the Issuer Trust, shall deliver to the Sponsor the sum of $___________ (being the sum of the amounts delivered to the Property Trustee pursuant to (i) the second sentence of Section 2.4, and (ii) the first sentence of this Section 2.5) and receive on behalf of the Issuer Trust the Junior Subordinated Debentures. If the Underwriters exercise their option to purchase additional Preferred Securities pursuant to the terms of the Underwriting Agreement, then an Administrative Trustee, on behalf of the Issuer Trust, shall execute or cause to be executed in accordance with Section 5.2 and deliver to the Sponsor, additional Common Securities Certificates, registered in the name of the Sponsor, in an aggregate amount of up to ____________ additional Common Securities having an aggregate Liquidation Amount of up to $___________ against receipt of the aggregate purchase price of up to $___________ by the Issuer Trust. Contemporaneously therewith, an Administrative Trustee, on behalf of the Issuer Trust, shall subscribe for and purchase from the Sponsor, Junior Subordinated Debentures, registered in the name of the Issuer Trust and having an aggregate principal amount of up to $_____________ and, in satisfaction of the purchase price for such Junior Subordinated Debentures, the Property Trustee, on behalf of the Issuer Trust, shall deliver to the Sponsor an aggregate amount equal to the sum of the amounts delivered to the Property Trustee pursuant to (i) the third sentence of Section 2.4, and (ii) the third sentence of this Section 2.5, and receive on behalf of the Issuer Trust such Junior Subordinated Debentures. 12 SECTION 2.6. Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary, convenient or incidental thereto. The Sponsor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the Holders. The Sponsor hereby appoints the Administrative Trustees, with such Administrative Trustees having all rights, powers and duties set forth herein with respect to accomplishing the purposes of the Issuer Trust, and the Administrative Trustees hereby accept such appointment. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act. SECTION 2.7. Authorization to Enter into Certain Transactions. (a) The Issuer Trustees and the Administrative Trustees shall conduct the affairs of the Issuer Trust in accordance with the terms of this Declaration of Trust. Subject to the limitations set forth in paragraph (b) of this Section and in accordance with the following provisions (i) and (ii), the Issuer Trustees and the Administrative Trustees shall act as follows: (i) Each Administrative Trustee, acting singly or jointly, is authorized, on behalf of the Trust, to: (A) comply with the Underwriting Agreement regarding the issuance and sale of the Preferred Securities; (B) assist in compliance with the Securities Act, applicable state securities or blue sky laws, and the Trust Indenture Act; (C) assist in the listing of the Preferred Securities upon such securities exchange or exchanges as shall be determined by the Sponsor, with the registration of the Preferred Securities under the Exchange Act, if required, and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing; (D) execute the Trust Securities on behalf of the Issuer Trust in accordance with this Declaration of Trust; (E) execute and deliver an application for a taxpayer identification number for the Issuer Trust; 13 (F) execute on behalf of the Issuer Trust any documents that the Administrative Trustees have the power to execute pursuant to this Declaration of Trust, including without limitation Junior Subordinated Debenture Subscription Agreements, Common Securities Subscription Agreements, a Certificate Depositary Agreement and an Expense Agreement, all by and between the Issuer Trust and the Sponsor; and (G) take any action incidental to the foregoing as necessary or advisable to give effect to the terms of this Declaration of Trust (and any actions taken in furtherance of the above prior to the date of this Declaration of Trust by the Administrative Trustees are hereby ratified and confirmed in all respects). (ii) The Property Trustee shall have the power and authority to act on behalf of the Issuer Trust with respect to the following matters: (A) the establishment of the Payment Account; (B) the receipt of the Junior Subordinated Debentures; (C) the receipt and collection of interest, principal and any other payments made in respect of the Junior Subordinated Debentures in the Payment Account; (D) the distribution of amounts owed to the Holders in respect of the Trust Securities; (E) the exercise of all of the rights, powers and privileges of a holder of the Junior Subordinated Debentures; (F) the sending of notices of default and other information regarding the Trust Securities and the Junior Subordinated Debentures to the Holders in accordance with this Declaration of Trust; (G) the distribution of the Trust Property in accordance with the terms of this Declaration of Trust; (H) to the extent provided in this Declaration of Trust, the winding up of the affairs of and liquidation of the Issuer Trust and the execution of the certificate of cancellation with the Secretary of State of the State of Delaware; and (I) after an Event of Default (other than under the definition of such term if such Event of Default is by or with respect to the Property Trustee), compliance with the provisions of this Declaration of Trust and the taking of any action to give effect to the terms of this Declaration of Trust and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder); 14 provided, however, that nothing in this Section 2.7(a)(ii) shall require the Property Trustee to take any action that is not otherwise required in this Declaration of Trust. (b) So long as this Declaration of Trust remains in effect, the Issuer Trust (or the Issuer Trustees or Administrative Trustees acting on behalf of the Issuer Trust) shall not undertake any business, activities or transaction except as expressly provided herein or contemplated hereby. In particular, neither the Issuer Trustees nor the Administrative Trustees shall (i) acquire any investments, reinvest the proceeds derived from investments, or engage in any activities not authorized by this Declaration of Trust, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided herein, (iii) take any action that would reasonably be expected to cause the Issuer Trust to fail or cease to qualify as a grantor trust for United States Federal income tax purposes or to cause the Issuer Trust to become taxable as a corporation or a partnership for United States Federal income tax purposes, (iv) incur any indebtedness for borrowed money or issue any other debt, (v) issue any securities or other evidences of beneficial ownership of, or beneficial interests in, the Issuer Trust other than the Trust Securities or (vi) take or consent to any action that would result in the placement of a Lien on any of the Trust Property. The Property Trustee shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Issuer Trust or the Holders in their capacity as Holders. (c) In connection with the issue and sale of the Preferred Securities, the Sponsor shall have the right and responsibility to assist the Issuer Trust with respect to, or effect on behalf of the Issuer Trust, the following (and any actions taken by the Sponsor in furtherance of the following prior to the date of this Declaration of Trust are hereby ratified and confirmed in all respects): (i) the preparation and filing by the Issuer Trust, and execution on behalf of the Issuer Trust, of a registration statement, and a prospectus in relation to the Preferred Securities, including any amendments thereto and the taking of any action necessary or desirable to sell the Preferred Securities in a transaction or a series of transactions not exempt from the registration requirements of the Securities Act; (ii) the determination of the States in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and the determination of any and all such acts, other than actions that must be taken by or on behalf of the Issuer Trust, and the advice to the Issuer Trustees of actions they must take on behalf of the Issuer Trust, and the preparation for execution and filing of any documents to be executed and filed by the Issuer Trust or on behalf of the Issuer Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States in connection with the sale of the Preferred Securities; (iii) the negotiation of the terms of, and the execution and delivery of, the Underwriting Agreement providing for the sale of the Preferred Securities; (iv) compliance with the listing requirements of the Preferred Securities upon such securities exchange or exchanges as shall be determined by the Sponsor, the 15 registration of the Preferred Securities under the Exchange Act, if required, and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing; and (v) the taking of any other actions necessary or desirable to carry out any of the foregoing activities. (d) Notwithstanding anything herein to the contrary, the Administrative Trustees and the Property Trustee are authorized and directed to conduct the affairs of the Issuer Trust and to operate the Issuer Trust so that the Issuer Trust will not be deemed to be an "investment company" required to be registered under the Investment Company Act, and will not be taxable as a corporation, a partnership or any other arrangement other than as a grantor trust for United States Federal income tax purposes and so that the Junior Subordinated Debentures will be treated as indebtedness of the Sponsor for United States Federal income tax purposes. In this connection, the Property Trustee and the Holders of Common Securities are authorized to take any action, not inconsistent with applicable law, the Certificate of Trust or this Declaration of Trust, that the Property Trustee and Holders of Common Securities determine in their discretion to be necessary or desirable for such purposes, as long as such action does not adversely affect in any material respect the interests of the Holders of the Outstanding Preferred Securities. In no event shall the Administrative Trustees or the Issuer Trustees be liable to the Issuer Trust or the Holders for any failure to comply with this section that results from a change in law or regulations or in the interpretation thereof. SECTION 2.8. Assets of Trust. The assets of the Issuer Trust shall consist solely of the Trust Property. SECTION 2.9. Title to Trust Property. Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such) and shall be held and administered by the Property Trustee for the benefit of the Issuer Trust and the Holders in accordance with this Declaration of Trust. ARTICLE III PAYMENT ACCOUNT SECTION 3.1. Payment Account. (a) On or prior to the Closing Date, the Property Trustee shall establish the Payment Account. The Property Trustee and its agents shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in accordance with this Declaration of Trust. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the Holders and for distribution as herein provided, including (and subject to) any priority of payments provided for herein. 16 (b) The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all payments of principal of or interest on, and any other payments or proceeds with respect to, the Junior Subordinated Debentures. Amounts held in the Payment Account shall not be invested by the Property Trustee pending distribution thereof. ARTICLE IV DISTRIBUTIONS; REDEMPTION SECTION 4.1. Distributions. (a) The Trust Securities represent undivided beneficial interests in the Trust Property, and Distributions (including of Additional Amounts) will be made on the Trust Securities at the rate and on the dates that payments of interest (including of Additional Interest, as defined in the Indenture) are made on the Junior Subordinated Debentures. Accordingly: (i) Distributions on the Trust Securities shall be cumulative and will accumulate whether or not there are funds of the Issuer Trust available for the payment of Distributions. Distributions shall accumulate from and including June ___, 2006, and, except in the event (and to the extent) that the Sponsor exercises its right to defer the payment of interest on the Junior Subordinated Debentures pursuant to the Indenture, shall be payable quarterly in arrears not later than 10:00 a.m. (New York City time) on March ___, June ___, September ___ and December ___ of each year, commencing on September ___, 2006. If any date on which a Distribution is otherwise payable on the Trust Securities is not a Business Day, then the payment of such Distribution shall be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date on which such payment was originally payable (each date on which distributions are payable in accordance with this Section 4.1(a), a "Distribution Date"). The amount of Distributions payable pursuant to (a)(ii) and (a)(iii) of this Section for any period shall include any Additional Amounts in respect of such period. (ii) The Trust Securities shall be entitled to Distributions payable at a rate of ____% per annum of the Liquidation Amount of the Trust Securities, subject to an increase in the rate pursuant to (a)(iii) of this Section. The amount of Distributions payable for any period less than a full Distribution period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in a partial month in a period. Distributions on the Trust Securities will accumulate from and including the most recent Distribution Date to which Distributions have been paid or duly provided for, or, if no Distributions have been paid or duly provided for, from and including June ___, 2006 to but excluding the date the Liquidation Amount has been paid or duly made available for payment. Distributions payable for each full Distribution period will be computed by dividing the distribution rate per annum by four (4). (iii) If a Special Event occurs, beginning on the 30th calendar day following the date on which a Special Event occurs through and including the earlier of a Special Event Termination Date and the maturity date of the Junior Subordinated Debentures (an 17 "Increased Rate Period"), the Outstanding Trust Securities shall be entitled to Distributions payable at a rate of ____% per annum of the Liquidation Amount of the Trust Securities. The amount of Distributions payable for any Increased Rate Period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in such period. Following the Special Event Termination Date, the Trust Securities shall be entitled to Distributions payable as provided in Section 4.1(a)(ii) above. (iv) So long as no Debenture Event of Default has occurred and is continuing, the Sponsor has the right under the Indenture to defer the payment of interest on the Junior Subordinated Debentures at any time and from time to time for a period not exceeding six consecutive quarterly periods (an "Extension Period"), provided that no Extension Period may extend beyond the stated maturity of the Junior Subordinated Debentures. As a consequence of any such deferral, quarterly Distributions on the Trust Securities by the Issuer Trust will also be deferred to the extent and except as provided in the Junior Subordinated Debentures, and the amount of Distributions to which Holders of the Trust Securities are entitled that have been so deferred will accumulate additional Distributions thereon at the rate per annum as provided for in (a)(ii) and (a)(iii) of this Section, compounded quarterly from and including the most recent Distribution payment date on which Distributions were paid, computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in a partial month in such period. Additional Distributions payable for each full Distribution period will be computed by dividing the rate per annum by four (4). The term "Distributions" as used in Section 4.1 shall include any such additional Distributions provided pursuant to this Section 4.1(a)(iv). (v) Distributions on the Trust Securities shall be made by the Property Trustee from the Payment Account and shall be payable not later than 10:00 a.m. (New York City time) on each Distribution Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Distributions. (b) Distributions on the Trust Securities with respect to a Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record date, which shall be at the close of business on the 15th calendar day next preceding the relevant Distribution Date, whether or not a Business Day. SECTION 4.2. Redemption. (a) On each Debenture Redemption Date and on the stated maturity of the Junior Subordinated Debentures, the Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price. (b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption shall state: 18 (i) the Redemption Date; (ii) the Redemption Price or, if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the manner of calculation of the Redemption Price provided pursuant to the Indenture together with a statement that the Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if the manner of calculation of the Redemption Price is provided, a further notice shall be sent of the Redemption Price on the date, or as soon as practicable thereafter, that notice of such Redemption Price is received pursuant to the Indenture); (iii) the CUSIP number or CUSIP numbers of the Preferred Securities affected; (iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed; (v) that, on the Redemption Date, the Redemption Price will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accumulate on and after said date, except as provided in Section 4.2(d) below; and (vi) the place or places where Trust Securities are to be surrendered for the payment of the Redemption Price. The Issuer Trust in issuing the Trust Securities shall use "CUSIP" numbers, and the Property Trustee shall indicate the "CUSIP" numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of redemption and related material. Any notice of redemption may state that the redemption of the Preferred Securities may be, at the Sponsor's discretion, subject to the satisfaction of one or more conditions precedent. (c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the applicable proceeds from the contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable in cash on each Redemption Date only to the extent that the Issuer Trust has funds then on hand and legally available in the Payment Account for the payment of such Redemption Price. (d) If the Issuer Trust gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, with respect to Preferred Securities held in book-entry form, irrevocably deposit with the Clearing Agency for such Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred Securities that are not held in book-entry form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the 19 Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holder of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Holders holding Trust Securities so called for redemption will cease, except the right of such Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date, but without interest, and such Securities will cease to be Outstanding. In the event that any date on which any applicable Redemption Price is payable is not a Business Day, then payment of the applicable Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such date. In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Sponsor pursuant to the Guarantee Agreement, Distributions on such Trust Securities will continue to accumulate, as set forth in Section 4.1, from and including the Redemption Date originally established by the Issuer Trust for such Trust Securities to but excluding the date such applicable Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the applicable Redemption Price. (e) Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of such Trust Securities to be redeemed shall be allocated pro rata to the Common Securities and the Preferred Securities based on the relative aggregate Liquidation Amounts of such classes. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based on their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption by any method the Property Trustee deems fair and appropriate, or if the Preferred Securities are then held in the form of a Global Preferred Security in accordance with the customary procedures for the Clearing Agency. The Property Trustee shall promptly notify the Securities Registrar in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Declaration of Trust, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities that has been or is to be redeemed. SECTION 4.3. Subordination of Common Securities. (a) Payment of Distributions (including Additional Amounts, if applicable) on, the Redemption Price of, and the Liquidation Distribution in respect of, the Trust Securities, as applicable, shall be made, subject to Section 4.2(e), pro rata among the Common Securities and the Preferred Securities based on the Liquidation Amount of such Trust Securities; provided, however, that if on any Distribution Date or Redemption Date an Event of Default resulting from 20 a Debenture Default shall have occurred and be continuing, no payment of any Distribution (including any Additional Amounts) on, Redemption Price of, or Liquidation Distribution in respect of, any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions (including any Additional Amounts) on all Outstanding Preferred Securities for all Distribution periods terminating on or prior thereto, or, in the case of payment of the Redemption Price, the full amount of such Redemption Price on all Outstanding Preferred Securities then called for redemption, or in the case of payment of the Liquidation Distribution the full amount of such Liquidation Distribution on all Outstanding Preferred Securities, shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions (including any Additional Amounts) on, the Redemption Price of, or the Liquidation Distribution in respect of Preferred Securities then due and payable. The existence of an Event of Default does not entitle the Holders of Trust Securities to accelerate the maturity thereof. (b) In the case of the occurrence of any Event of Default resulting from a Debenture Default, the Holder of the Common Securities shall have no right to act with respect to any such Event of Default under this Declaration of Trust until the effects of all such Events of Default with respect to the Preferred Securities have been cured, waived or otherwise eliminated. Until all such Events of Default under this Declaration of Trust with respect to the Preferred Securities have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the Preferred Securities and not on behalf of the Holder of the Common Securities, and only the Holders of the Preferred Securities will have the right to direct the Property Trustee to act on their behalf. SECTION 4.4. Payment Procedures. Payments of Distributions (including any Additional Amounts) in respect of the Preferred Securities shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or, if the Preferred Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency in immediately available funds, which will credit the relevant accounts on the applicable Distribution Dates. Payments of Distributions, other than Distributions payable at maturity, to Holders of $1,000,000 or more in aggregate Liquidation Amount of Preferred Securities may be made by wire transfer of immediately available funds upon written request of such Holder to (and appropriate wire transfer instructions received by) the Securities Registrar not later than 15 calendar days prior to the date on which the Distribution is payable. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Holder of the Common Securities. SECTION 4.5. Tax Returns and Reports. The Administrative Trustees shall prepare (or cause to be prepared), at the Sponsor's expense, and file all United States Federal, state and local tax and information returns and reports required to be filed by or in respect of the Issuer Trust. In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed) all Internal Revenue Service 21 forms required to be filed in respect of the Issuer Trust in each taxable year of the Issuer Trust and (b) prepare and furnish (or cause to be prepared and furnished) to each Holder all Internal Revenue Service forms required to be provided by the Issuer Trust. The Administrative Trustees shall provide the Sponsor and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing. The Issuer Trustees shall comply with United States Federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Holders under the Trust Securities. On or before December 15 of each year during which any Preferred Securities are Outstanding, the Administrative Trustees shall furnish to the Property Trustee such information as may be reasonably requested by the Property Trustee in order that the Property Trustee may prepare the information which it is required to report for such year on Internal Revenue Service Forms 1096 and 1099 pursuant to Section 6049 of the Code. Such information shall include the amount of original issue discount, if any, with respect to each Outstanding Preferred Security during such year. SECTION 4.6. Payment of Taxes, Duties, Etc. of the Issuer Trust. Upon receipt under the Junior Subordinated Debentures of Additional Sums, the Property Trustee shall promptly pay, or cause the Administrative Trustees to pay in connection with the filing of any tax returns or reports pursuant to Section 4.5, any taxes, duties or governmental charges of whatsoever nature (other than withholding taxes) imposed on the Issuer Trust by the United States or any other taxing authority. SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions. Any amount payable hereunder to any Holder of Preferred Securities (or Owner) shall be reduced by the amount of any corresponding payment such Holder has directly received pursuant to Section 5.01 of the Indenture or Section 5.13 of this Declaration of Trust. SECTION 4.8. Liability of the Holder of Common Securities. The Holder of Common Securities shall be liable for the debts and obligations of the Issuer Trust (other than with respect to the Trust Securities) to the extent not satisfied out of the Issuer Trust's assets. ARTICLE V TRUST SECURITIES CERTIFICATES SECTION 5.1. Initial Ownership. Upon the creation of the Issuer Trust and the contribution by the Sponsor pursuant to Section 2.3 and until the issuance of the Trust Securities, and at any time during which no Trust Securities are Outstanding, the Sponsor shall be the sole beneficial owner of the Issuer Trust. 22 SECTION 5.2. The Trust Securities Certificates. (a) The Trust Securities Certificates shall be issued in multiples of $25 and shall be executed on behalf of the Issuer Trust by manual or facsimile signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuer Trust, shall be validly issued and entitled to the benefits of this Declaration of Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Holder, and shall be entitled to the rights and subject to the obligations of a Holder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Section 5.5. (b) Upon their original issuance, Preferred Securities Certificates shall be issued in the form of one or more fully registered Global Preferred Securities Certificates which will be deposited with or on behalf of the Depositary and registered in the name of the Depositary's nominee. Unless and until it is exchangeable in whole for the Preferred Securities in definitive form, a global security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of such Depositary or a nominee of such successor. (c) Common Securities Certificates representing the Common Securities shall be issued to the Sponsor in the form of one or more definitive Common Securities Certificates. SECTION 5.3. Execution and Delivery of Trust Securities Certificates. At the Closing Date, and on the date, if any, on which the Underwriters exercise their option to purchase additional Preferred Securities pursuant to the terms of the Underwriting Agreement, as applicable, at least one of the Administrative Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4 and 2.5, to be executed on behalf of the Issuer Trust by manual or facsimile signature. The Preferred Securities so executed shall be delivered to the Property Trustee and upon such delivery the Property Trustee shall manually authenticate upon the written order of the Sponsor such Preferred Securities Certificates and deliver such Preferred Securities Certificates upon the written order of the Sponsor, executed by an authorized officer thereof, without further corporate action by the Sponsor, in authorized denominations. SECTION 5.4. Global Preferred Security. (a) Any Global Preferred Security issued under this Declaration of Trust shall be registered in the name of the nominee of the Clearing Agency and delivered to such custodian therefor, and such Global Preferred Security shall constitute a single Preferred Security for all purposes of this Declaration of Trust. (b) Notwithstanding any other provision in this Declaration of Trust, a Global Preferred Security may not be exchanged in whole or in part for Preferred Securities registered, 23 and no transfer of the Global Preferred Security in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Security, or its nominee thereof unless (i) such Clearing Agency advises the Property Trustee in writing that such Clearing Agency is no longer willing or able to properly discharge its responsibilities as Clearing Agency with respect to such Global Preferred Security or if it ceases to be a Clearing Agency under the Exchange Act, and the Sponsor is unable to locate a qualified successor within 90 days after receiving such notice or becoming aware that the Depositary is no longer so registered, or (ii) the Issuer Trust at its option advises the Depositary in writing that it elects to terminate the book-entry system through the Clearing Agency. (c) If a Preferred Security is to be exchanged in whole or in part for a beneficial interest in a Global Preferred Security, then either (i) such Global Preferred Security shall be so surrendered for exchange or cancellation as provided in this Article V or (ii) the aggregate Liquidation Amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled or equal to the Liquidation Amount of such other Preferred Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Preferred Security by the Clearing Agency, accompanied by registration instructions, the Property Trustee shall, subject to Section 5.4(b) and as otherwise provided in this Article V, authenticate and deliver any Preferred Securities issuable in exchange for such Global Preferred Security (or any portion thereof) in accordance with the instructions of the Clearing Agency. The Property Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (d) Every Preferred Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Preferred Security or any portion thereof, whether pursuant to this Article V or Article IV or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Preferred Security, unless such Global Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Preferred Security or a nominee thereof. (e) The Clearing Agency or its nominee, as the registered owner of a Global Preferred Security, shall be considered the Holder of the Preferred Securities represented by such Global Preferred Security for all purposes under this Declaration of Trust and the Preferred Securities, and owners of beneficial interests in such Global Preferred Security shall hold such interests pursuant to the Applicable Procedures and, except as otherwise provided herein, shall not be entitled to receive physical delivery of any such Preferred Securities in definitive form and shall not be considered the Holders thereof under this Declaration of Trust. Accordingly, any such owner's beneficial interest in the Global Preferred Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Clearing Agency or its nominee. Neither the Property Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency. 24 (f) The rights of owners of beneficial interests in a Global Preferred Security shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such owners and the Clearing Agency. SECTION 5.5. Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges; Preferred Securities Certificates. (a) The Property Trustee shall keep or cause to be kept at its Corporate Trust Office a register or registers for the purpose of registering Preferred Securities Certificates and transfers and exchanges of Preferred Securities Certificates in which the registrar and transfer agent with respect to the Preferred Securities (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Preferred Securities Certificates and Common Securities Certificates (subject to Section 5.11 in the case of Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as herein provided. Such register is herein sometimes referred to as the "Securities Register." The Property Trustee is hereby appointed "Securities Registrar" for the purpose of registering Preferred Securities and transfers of Preferred Securities as herein provided. Upon surrender for registration of transfer of any Preferred Security at the offices or agencies of the Property Trustee designated for that purpose an Administrative Trustee shall execute, and the Property Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Preferred Securities of the same series of any authorized denominations of like tenor and aggregate Liquidation Amount and bearing such legends as may be required by this Declaration of Trust. At the option of the Holder, Preferred Securities may be exchanged for other Preferred Securities of any authorized denominations, of like tenor and aggregate Liquidation Amount and bearing such legends as may be required by this Declaration of Trust, upon surrender of the Preferred Securities to be exchanged as such office or agency. Whenever any securities are so surrendered for exchange, an Administrative Trustee shall execute and the Property Trustee shall authenticate and deliver the Preferred Securities that the Holder making the exchange is entitled to receive. All Preferred Securities issued upon any transfer or exchange of Preferred Securities shall be the valid obligations of the Issuer Trust, evidencing the same debt, and entitled to the same benefits under this Declaration of Trust, as the Preferred Securities surrendered upon such transfer or exchange. Every Preferred Security presented or surrendered for transfer or exchange shall (if so required by the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee and the Securities Registrar, duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made to a Holder for any transfer or exchange of Preferred Securities, but the Property Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities. 25 Neither the Issuer Trust nor the Property Trustee shall be required, pursuant to the provisions of this Section, (i) to issue, register the transfer of or exchange any Preferred Security during a period beginning at the opening of business 15 days before the first mailing of the notice of redemption, or (ii) to register the transfer of or exchange any Preferred Security so selected for redemption in whole or in part, except, in the case of any such Preferred Security to be redeemed in part, any portion thereof not to be redeemed. (b) Trust Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Declaration of Trust. To the fullest extent permitted by law, any transfer or purported transfer of any Trust Security not made in accordance with this Declaration of Trust shall be null and void. A Preferred Security that is not a Global Preferred Security may be transferred, in whole or in part, to a Person who takes delivery in the form of another Trust Security that is not a Global Security as provided in Section 5.5(a). Subject to this Section 5.5, Preferred Securities shall be freely transferable. A beneficial interest in a Global Preferred Security may be exchanged for a Preferred Security that is not a Global Preferred Security as provided in Section 5.4. SECTION 5.6. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates. If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a bona fide purchaser, the Administrative Trustees, or any one of them, on behalf of the Issuer Trust shall execute and make available for delivery, and the Property Trustee shall authenticate, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new Trust Securities Certificate under this Section, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Issuer Trust corresponding to that evidenced by the lost, stolen or destroyed Trust Certificate, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time. SECTION 5.7. Persons Deemed Holders. The Issuer Trustees or the Securities Registrar shall treat the Person in whose name any Trust Securities are issued as the owner of such Trust Securities for the purpose of receiving Distributions and for all other purposes whatsoever, and none of the Issuer Trustees, the Administrative Trustees nor the Securities Registrar shall be bound by any notice to the contrary. 26 SECTION 5.8. Access to List of Holders' Names and Addresses. Each Holder and each Owner shall be deemed to have agreed not to hold the Sponsor, the Property Trustee, or the Administrative Trustees accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. SECTION 5.9. Maintenance of Office or Agency. The Property Trustee shall designate, with the consent of the Administrative Trustees, which consent shall not be unreasonably withheld, an office or offices or agency or agencies where Preferred Securities Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer Trustees in respect of the Trust Securities Certificates may be served. The Property Trustee initially designates its Corporate Trust Office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001; Attention: Corporate Trust Administration, as its corporate trust office for such purposes. The Property Trustee shall give prompt written notice to the Sponsor, the Administrative Trustees and to the Holders of any change in the location of the Securities Register or any such office or agency. SECTION 5.10. Appointment of Paying Agent. The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove any Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrative Trustees and the Property Trustee. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Property Trustee shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrative Trustees to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Property Trustee shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long as the Bank shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Declaration of Trust to the Paying Agent shall include any co-paying agent chosen by the Property Trustee unless the context requires otherwise. 27 SECTION 5.11. Ownership of Common Securities by Sponsor. At the Closing Date, the Sponsor shall acquire and retain beneficial and record ownership of the Common Securities. Neither the Sponsor nor any successor Holder of the Common Securities may transfer less than all the Common Securities, and the Sponsor or any such successor Holder may transfer the Common Securities only (i) in connection with a consolidation or merger of the Sponsor into another Person or any conveyance, transfer or lease by the Sponsor of its properties and assets substantially as an entirety to any Person, pursuant to Section 9.01 of the Indenture, or (ii) to an Affiliate of the Sponsor in compliance with applicable law (including the Securities Act and applicable state securities and blue sky laws). To the fullest extent permitted by law, any attempted transfer of the Common Securities, other than as set forth in the immediately preceding sentence, shall be void. The Administrative Trustees shall cause each Common Securities Certificate issued to the Sponsor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE SPONSOR OR AN AFFILIATE OF THE SPONSOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE DECLARATION OF TRUST." SECTION 5.12. Notices to Clearing Agency. To the extent that a notice or other communication to the Holders is required under this Declaration of Trust, for so long as Preferred Securities are represented by a Global Preferred Securities Certificate, the Administrative Trustees and the Issuer Trustees shall give all such notices and communications specified herein to be given to the Clearing Agency, and shall have no obligations to the Owners. SECTION 5.13. Rights of Holders. (a) The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such) in accordance with Section 2.9, and the Holders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Issuer Trust conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Issuer Trust except as described below. The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Declaration of Trust. The Trust Securities shall have no preemptive or similar rights and when issued and delivered to Holders against payment of the purchase price therefor, as provided herein, will be fully paid and nonassessable by the Issuer Trust. Except as otherwise provided in Section 4.8, the Holders of the Trust Securities, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. (b) For so long as any Preferred Securities remain Outstanding, if, upon a Debenture Event of Default, the Debt Securities Trustee fails or the holders of not less than 25% in principal amount of the outstanding Junior Subordinated Debentures fail to declare the principal of all of the Junior Subordinated Debentures to be immediately due and payable, the Holders of at least 25% in Liquidation Amount of the Preferred Securities then Outstanding shall have such right to make such declaration by a notice in writing to the Property Trustee, the Sponsor and the Debt Securities Trustee. 28 At any time after such a declaration of acceleration with respect to the Junior Subordinated Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Debt Securities Trustee as provided in the Indenture, the Holders of a Majority in Liquidation Amount of the Preferred Securities, by written notice to the Property Trustee, the Sponsor and the Debt Securities Trustee, may waive all defaults and rescind and annul such declaration and its consequences if: (i) the Sponsor has paid or deposited with the Debt Securities Trustee a sum sufficient to pay (A) all overdue installments of interest on all of the Junior Subordinated Debentures, (B) any accrued Additional Interest on all of the Junior Subordinated Debentures, (C) the principal of (and premium, if any, on) any Junior Subordinated Debentures which have become due otherwise than by such declaration of acceleration and interest and Additional Interest thereon at the rate borne by the Junior Subordinated Debentures, and (D) all sums paid or advanced by the Debt Securities Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Debt Securities Trustee and the Property Trustee, their agents and counsel; and (ii) all Debenture Defaults with respect to the Junior Subordinated Debentures, other than the non-payment of the principal of the Junior Subordinated Debentures which has become due solely by such acceleration, have been cured or waived as provided in Section 5.10 of the Indenture. If the Property Trustee fails to annul any such declaration and waive such default, the Holders of at least a Majority in Liquidation Amount of the Preferred Securities shall also have the right to rescind and annul such declaration and its consequences by written notice to the Sponsor, the Property Trustee and the Debt Securities Trustee, subject to the satisfaction of the conditions set forth in Clause (i) and (ii) of this Section 5.13(b). The Holders of at least a Majority in Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any past default under the Indenture, except a default in the payment of principal or interest (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Debt Securities Trustee) or a default in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the holder of each outstanding Junior Subordinated Debentures. No such rescission shall affect any subsequent default or impair any right consequent thereon. Upon receipt by the Property Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of the Preferred Securities all or part of which is 29 represented by Global Preferred Securities, a record date shall be established for determining Holders of Outstanding Preferred Securities entitled to join in such notice, which record date shall be at the close of business on the day the Property Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day which is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice which has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.13(b). (c) For so long as any Preferred Securities remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Declaration of Trust and the Indenture, upon the occurrence of a Debenture Event of Default, any Holder of Preferred Securities shall have the right to institute a proceeding directly against the Sponsor, pursuant to Section 5.01 of the Indenture, for enforcement of payment to such Holder of the principal amount of or interest on Junior Subordinated Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of such Holder (a "Direct Action"). Except as set forth in Sections 5.13(b) and 5.13(c), the Holders of Preferred Securities shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Junior Subordinated Debentures. ARTICLE VI ACTS OF HOLDERS; MEETINGS; VOTING SECTION 6.1. Limitations on Holder's Voting Rights. (a) Except as provided in this Declaration of Trust and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Trust Securities Certificates be construed so as to constitute the Holders from time to time as members of an association. (b) So long as any Junior Subordinated Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debt Securities Trustee, or executing any trust or power conferred on the Property Trustee with respect to such Junior Subordinated Debentures, (ii) waive any past default that may be waived under Section 5.10 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable or (iv) consent to any amendment, 30 modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder of Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall promptly notify all Holders of the Preferred Securities of any notice of default received with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that such action will not cause the Issuer Trust to be taxable as a corporation, a partnership or any other arrangement other than as a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Declaration of Trust provides for, or the Issuer Trust otherwise proposes to effect, (i) any action that would adversely affect in any material respect the interests, powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Declaration of Trust or otherwise, or (ii) the dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Declaration of Trust, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. SECTION 6.2. Notice of Meetings. Notice of all meetings of the Holders, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 10.8 to each Holder of record, at his registered address, at least 15 days and not more than 90 days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without further notice. SECTION 6.3. Meetings of Holders. No annual meeting of Holders is required to be held. The Property Trustee, however, shall call a meeting of Holders to vote on any matter upon the written request of the Holders of record of 25% of the aggregate Liquidation Amount of the Preferred Securities and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of Holders of Preferred Securities to vote on any matters as to which Holders are entitled to vote. Holders of at least a Majority in Liquidation Amount of the Preferred Securities, present in person or represented by proxy, shall constitute a quorum at any meeting of Holders of the Preferred Securities. 31 If a quorum is present at a meeting, an affirmative vote by the Holders of record present, in person or by proxy, holding Preferred Securities representing at least a Majority in Liquidation Amount of the Preferred Securities held by the Holders present, either in person or by proxy, at such meeting shall constitute the action of the Holders of Preferred Securities, unless this Declaration of Trust requires a greater number of affirmative votes. SECTION 6.4. Voting Rights. Holders shall be entitled to one vote for each $25 of Liquidation Amount represented by their Outstanding Trust Securities in respect of any matter as to which such Holders are entitled to vote. SECTION 6.5. Proxies, etc. At any meeting of Holders, any Holder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Property Trustee, or with such other officer or agent of the Issuer Trust as the Property Trustee may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or one or more officers of the Property Trustee. Only Holders of record shall be entitled to vote. When Trust Securities are held jointly by several Persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Trust Securities. A proxy purporting to be executed by or on behalf of a Holder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more than three years after its date of execution. SECTION 6.6. Holder Action by Written Consent. Any action which may be taken by Holders at a meeting may be taken without a meeting and without prior notice if Holders holding at least a Majority in Liquidation Amount of all Trust Securities entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any other provision of this Declaration of Trust) shall consent to the action in writing. SECTION 6.7. Record Date for Voting and Other Purposes. For the purposes of determining the Holders who are entitled to notice of and to vote at any meeting or by written consent, or to participate in any distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Declaration of Trust, or for the purpose of any other action, the Administrative Trustees or Property Trustee may from time to time fix a date, not more than 90 days prior to the date of any meeting of Holders or the payment of a distribution or other action, as the case may be, as a record date for the determination of the identity of the Holders of record for such purposes. 32 SECTION 6.8. Acts of Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to the Property Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Declaration of Trust and (subject to Section 8.1) conclusive in favor of the Issuer Trustees, if made in the manner provided in this Section. The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which any Issuer Trustee or Administrative Trustee receiving the same deems sufficient. The ownership of Trust Securities shall be proved by the Securities Register. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Trust Security shall bind every future Holder of the same Trust Security and the Holder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Issuer Trustees, the Administrative Trustees or the Issuer Trust in reliance thereon, whether or not notation of such action is made upon such Trust Security. Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount of such Trust Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such Liquidation Amount. If any dispute shall arise among the Holders, the Administrative Trustees or the Issuer Trustees with respect to the authenticity, validity or binding nature of any request, demand, authorization, direction, consent, waiver or other Act of such Holder or Issuer Trustee under this Article VI, then the determination of such matter by the Property Trustee shall be conclusive with respect to such matter. 33 SECTION 6.9. Inspection of Records. Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Issuer Trust shall be open to inspection by Holders during normal business hours for any purpose reasonably related to such Holder's interest as a Holder. ARTICLE VII REPRESENTATIONS AND WARRANTIES SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee. The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Sponsor and the Holders that: (a) The Property Trustee is a banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of this Declaration of Trust. (b) The execution, delivery and performance by the Property Trustee of this Declaration of Trust have been duly authorized by all necessary corporate action on the part of the Property Trustee; and this Declaration of Trust has been duly executed and delivered by the Property Trustee, and constitutes a legal, valid and binding obligation of the Property Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (c) The Delaware Trustee is duly organized, validly existing and in good standing as a banking corporation under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, the Declaration of Trust. (d) The execution, delivery and performance by the Delaware Trustee of this Declaration of Trust have been duly authorized by all necessary corporate action on the part of the Delaware Trustee; and this Declaration of Trust has been duly executed and delivered by the Delaware Trustee, and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' right generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (e) The Delaware Trustee is an entity which has its principal place of business in the State of Delaware. 34 (f) The Property Trustee is a national- or state-chartered bank and has capital and surplus of at least $50,000,000. SECTION 7.2. Representations and Warranties of Sponsor. The Sponsor hereby represents and warrants for the benefit of the Holders that: (a) the Trust Securities Certificates issued at the Closing Date on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Declaration of Trust, and the Holders will be, as of each such date, entitled to the benefits of this Declaration of Trust; and (b) there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by either the Property Trustee or the Delaware Trustee, as the case may be, of this Declaration of Trust. ARTICLE VIII THE ISSUER TRUSTEES; THE ADMINISTRATIVE TRUSTEES SECTION 8.1. Certain Duties and Responsibilities. (a) The duties and responsibilities of the Issuer Trustees and the Administrative Trustees shall be as provided by this Declaration of Trust and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Declaration of Trust shall require the Issuer Trustees or the Administrative Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Declaration of Trust relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees or the Administrative Trustees shall be subject to the provisions of this Section. Nothing in this Declaration of Trust shall be construed to release an Administrative Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or Administrative Trustee has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee or Administrative Trustee shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee's or Administrative Trustee's good faith reliance on the provisions of this Declaration of Trust. The provisions of this Declaration of Trust, to the extent that they restrict the duties and liabilities of the Issuer Trustees and Administrative Trustees otherwise existing at law or in equity, are agreed by the Sponsor and the Holders to replace such other duties and liabilities of the Issuer Trustees and Administrative Trustees. (b) All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and 35 only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Holder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that neither the Issuer Trustees nor the Administrative Trustees are personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of the Issuer Trustees expressly set forth elsewhere in this Declaration of Trust or, in the case of the Property Trustee, in the Trust Indenture Act. (c) The Property Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Declaration of Trust (including pursuant to Section 10.10), and no implied covenants shall be read into this Declaration of Trust against the Property Trustee. If an Event of Default has occurred (that has not been cured or waived pursuant to Article V of the Indenture), the Property Trustee shall enforce this Declaration of Trust for the benefit of the Holders and shall exercise such of the rights and powers vested in it by this Declaration of Trust, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Declaration of Trust shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Property Trustee shall be determined solely by the express provisions of this Declaration of Trust (including pursuant to Section 10.10), and the Property Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Declaration of Trust (including pursuant to Section 10.10); and (B) in the absence of bad faith on the part of the Property Trustee, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Declaration of Trust; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Property Trustee, the Property Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Declaration of Trust; (ii) the Property Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts; 36 (iii) the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Declaration of Trust; (iv) the Property Trustee's sole duty with respect to the custody, safe keeping and physical preservation of the Junior Subordinated Debentures and the Payment Account shall be to deal with such property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Declaration of Trust and the Trust Indenture Act; (v) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Sponsor; and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law; (vi) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Sponsor with their respective duties under this Declaration of Trust, nor shall the Property Trustee be liable for the default or misconduct of any other Issuer Trustee, the Administrative Trustees or the Sponsor; and (vii) no provision of this Declaration of Trust shall require the Property Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Property Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Declaration of Trust or adequate indemnity against such risk or liability is not reasonably assured to it. (e) The Administrative Trustees shall not be responsible for monitoring the compliance by the Issuer Trustees or the Sponsor with their respective duties under this Declaration of Trust, nor shall either Administrative Trustee be liable for the default or misconduct of any other Administrative Trustee, the Issuer Trustees or the Sponsor. SECTION 8.2. Certain Notices. Within ten (10) Business Days after the occurrence of any Event of Default actually known to a Responsible Officer of the Property Trustee, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, notice of such Event of Default to the Holders and the Administrative Trustees, unless such Event of Default shall have been cured or waived. Within ten (10) Business Days after the receipt of notice of the Sponsor's exercise of its right to defer the payment of interest on the Junior Subordinated Debentures pursuant to the Indenture, the Property Trustee shall transmit, in the manner and to the extent provided in 37 Section 10.8, notice of such exercise to the Holders and the Administrative Trustees, unless such exercise shall have been revoked. Within one (1) Business Day after the receipt of notice of (a) an "event of default" (as such term is defined in the 2005 Junior Subordinated Debenture) or (b) the Existing Junior Subordinated Debentures are accelerated pursuant to the terms of the 2005 Junior Subordinated Indenture, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, notice of such event of default or acceleration to the Holders and the Administrative Trustees. SECTION 8.3. Certain Rights of Property Trustee. Subject to the provisions of Section 8.1: (a) the Property Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any direction or act of the Sponsor contemplated by this Declaration of Trust shall be sufficiently evidenced by an Officer's Certificate; (c) the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any re-recording, refiling or registration thereof; (d) the Property Trustee may consult with counsel of its own choosing (which counsel may be counsel to the Sponsor or any of its Affiliates, and may include any of its employees) and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in accordance with such advice; the Property Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration of Trust from any court of competent jurisdiction; (e) the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration of Trust at the request or direction of any of the Holders pursuant to this Declaration of Trust, unless such Holders shall have offered to the Property Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; provided, that nothing contained in this Section 8.3(e) shall be taken to relieve the Property Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Declaration of Trust; (f) the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or 38 other paper or document, unless requested in writing to do so by one or more Holders, but the Property Trustee may make such further inquiry or investigation into such facts or matters as it may see fit; (g) the Property Trustee may execute any of the trusts or powers hereunder or perform any of its duties hereunder either directly or by or through its agents or attorneys, provided that the Property Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (h) whenever in the administration of this Declaration of Trust the Property Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Property Trustee (i) may request instructions from the Holders (which instructions may only be given by the Holders of the same proportion in Liquidation Amount of the Trust Securities as would be entitled to direct the Property Trustee under the terms of the Trust Securities in respect of such remedy, right or action), (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be fully protected in acting in accordance with such instructions; (i) except as otherwise expressly provided by this Declaration of Trust, the Property Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Declaration of Trust. No provision of this Declaration of Trust shall be deemed to impose any duty or obligation on any Issuer Trustee or Administrative Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Property Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to any Issuer Trustee or Administrative Trustee shall be construed to be a duty; (j) if (i) in performing its duties under this Declaration of Trust the Property Trustee is required to decide between alternative courses of action or (ii) in construing any of the provisions of this Declaration of Trust the Property Trustee finds the same ambiguous or inconsistent with any other provisions contained herein or (iii) the Property Trustee is unsure of the application of any provision of this Declaration of Trust, then, except as to any matter as to which the Holders are entitled to vote under the terms of this Declaration of Trust, the Property Trustee shall deliver a notice to the Sponsor requesting written instructions of the Sponsor as to the course of action to be taken and the Property Trustee shall take such action, or refrain from taking such action, as the Property Trustee shall be instructed in writing to take, or to refrain from taking, by the Sponsor; provided, however, that if the Property Trustee does not receive such instructions of the Sponsor within ten Business Days after it has delivered such notice, or such reasonably shorter period of time set forth in such notice (which to the extent practicable shall not be less than two Business Days), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Declaration of Trust as it shall deem advisable and in the best interests of the Holders, in which event the Property Trustee shall have no liability except for its own bad faith, negligence or willful misconduct; (k) whenever in the administration of this Declaration of Trust, the Property Trustee shall deem it desirable that a matter be established before undertaking, suffering or omitting any 39 action hereunder, the Property Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officer's Certificate which, upon receipt of such request, shall be promptly delivered by the Sponsor or the Administrative Trustee; (l) when the Property Trustee incurs expenses or renders services in connection with a Bankruptcy Event, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors' rights generally; and (m) the Property Trustee shall not be charged with knowledge of an Event of Default unless such Event of Default has occurred as a result of the act or failure to act of the Property Trustee, a Responsible Officer of the Property Trustee obtains actual knowledge of such event or the Property Trustee receives written notice of such event from Holders of at least 25% of the Outstanding Trust Securities (based upon Liquidation Amount). SECTION 8.4. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Trust Securities Certificates shall be taken as the statements of the Issuer Trust, and the Issuer Trustees and the Administrative Trustees do not assume any responsibility for their correctness. The Issuer Trustees and the Administrative Trustees shall not be accountable for the use or application by the Sponsor of the proceeds of the Junior Subordinated Debentures. SECTION 8.5. May Hold Securities. The Administrative Trustees, any Issuer Trustee or any other agent of any Issuer Trustee or the Issuer Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and 8.13, and except as provided in the definition of the term "Outstanding" in Article I, may otherwise deal with the Issuer Trust with the same rights it would have if it were not an Administrative Trustee, Issuer Trustee or such other agent. SECTION 8.6. Compensation; Indemnity; Fees. The Sponsor, as borrower, agrees: (a) to pay to the Issuer Trustees from time to time such reasonable compensation for all services rendered by them hereunder as the parties shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) to reimburse the Issuer Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Issuer Trustees in accordance with any provision of this Declaration of Trust (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to their negligence or willful misconduct; and 40 (c) to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Issuer Trustee, (ii) each Administrative Trustee, (iii) any Affiliate of any Issuer Trustee, (iv) any officer, director, shareholder, employee, representative or agent of any Issuer Trustee, and (v) any employee or agent of the Issuer Trust (referred to herein as an "Indemnified Person") from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person arising out of or in connection with the creation, operation or dissolution of the Issuer Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Issuer Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Declaration of Trust, except that no Indemnified Person (other than an Administrative Trustee) shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence or willful misconduct with respect to such acts or omissions, and further provided that no Administrative Trustee shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Administrative Trustee by reason of gross negligence or willful misconduct with respect to such acts or omissions. The provisions of this Section 8.6 shall survive the termination of this Declaration of Trust or the earlier resignation or removal of any Issuer Trustee. No Issuer Trustee may claim any lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.6. The Sponsor, any Administrative Trustee and any Issuer Trustee (subject to Section 8.8) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Issuer Trust, and the Issuer Trust and the Holders of Trust Securities shall have no rights by virtue of this Declaration of Trust in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Issuer Trust, shall not be deemed wrongful or improper. Neither the Sponsor, any Administrative Trustee, nor any Issuer Trustee shall be obligated to present any particular investment or other opportunity to the Issuer Trust even if such opportunity is of a character that, if presented to the Issuer Trust, could be taken by the Issuer Trust, and the Sponsor, any Administrative Trustee or any Issuer Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Issuer Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depository for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates. In the event that the Property Trustee is also acting as Paying Agent or Securities Registrar hereunder, the rights and protections afforded to the Property Trustee pursuant to this Article VIII shall also be afforded to such Paying Agent or Securities Registrar. 41 SECTION 8.7. Corporate Property Trustee Required; Eligibility of Trustees and Administrative Trustees. (a) There shall at all times be a Property Trustee hereunder with respect to the Trust Securities. The Property Trustee shall be a Person that is a national- or state-chartered bank and eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Property Trustee with respect to the Trust Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. (b) There shall at all times be one or more Administrative Trustees hereunder. Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity. An employee, officer or Affiliate of the Sponsor may serve as an Administrative Trustee. (c) There shall at all times be a Delaware Trustee. The Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a resident of the State of Delaware or (ii) a legal entity with its principal place of business in the State of Delaware and that otherwise meets the requirements of applicable Delaware law that shall act through one or more persons authorized to bind such entity. SECTION 8.8. Conflicting Interests. (a) If the Property Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Declaration of Trust. (b) The Guarantee Agreement and the Indenture shall be deemed to be sufficiently described in this Declaration of Trust for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. SECTION 8.9. Co-Trustees and Separate Trustee. Unless an Event of Default shall have occurred and be continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the Trust Property may at the time be located, the Property Trustee shall have power to appoint, and upon the written request of the Property Trustee, the Sponsor and the Administrative Trustees shall for such purpose join with the Property Trustee in the execution, delivery, and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Property Trustee either to act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to the extent required by law to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the 42 capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. Any co-trustee or separate trustee appointed pursuant to this Section shall either be (i) a natural person who is at least 21 years of age and a resident of the United States or (ii) a legal entity with its principal place of business in the United States that shall act through one or more persons authorized to bind such entity. Should any written instrument from the Sponsor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Sponsor. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely: (a) The Trust Securities shall be executed by one or more Administrative Trustees, and the Preferred Securities shall be authenticated by the manual signature of the Property Trustee and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Property Trustees specified hereunder, shall be exercised, solely by the Property Trustee and not by such co-trustee or separate trustee. (b) The rights, powers, duties, and obligations hereby conferred or imposed upon the Property Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Property Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. (c) The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Sponsor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case a Debenture Default has occurred and is continuing, the Property Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Sponsor. Upon the written request of the Property Trustee, the Sponsor shall join with the Property Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (d) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Property Trustee or any other trustee hereunder. (e) The Property Trustee shall not be liable by reason of any act of a co-trustee or separate trustee or any employees or agents of a co-trustee and separate trustee nor shall it be liable for the supervision of a co-trustee or separate trustee or employees or agents of a co-trustee and separate trustee. 43 (f) Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee. SECTION 8.10. Resignation and Removal; Appointment of Successor. No resignation or removal of any Issuer Trustee (the "Relevant Trustee") and no appointment of a successor Issuer Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Issuer Trustee in accordance with the applicable requirements of Section 8.11 and, in the case of the Delaware Trustee, the filing of an amendment to the Certificate of Trust in accordance with the Delaware Statutory Trust Act. Subject to the immediately preceding paragraph, a Relevant Trustee may resign at any time by giving written notice thereof to the Holders. If the instrument of acceptance by the successor Issuer Trustee required by Section 8.11 shall not have been delivered to the Relevant Trustee within 60 days after the giving of such notice of resignation, the Relevant Trustee may petition, at the expense of the Issuer Trust, any court of competent jurisdiction for the appointment of a successor Relevant Trustee. Unless a Debenture Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee may be removed at any time by an Act of the Holders of a Majority in Liquidation Amount of the Common Securities. The Property Trustee or the Delaware Trustee may be removed at any time by Act of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities, delivered to the Relevant Trustee (in its individual capacity and on behalf of the Issuer Trust) (i) for cause, or (ii) if a Debenture Default shall have occurred and be continuing at any time. If the instrument of such removal shall not have been delivered to the Relevant Trustee within 60 days after such Act, the Relevant Trustee may petition, at the expense of the Issuer Trust, any court of competent jurisdiction for appointment of a successor Relevant Trustee. If any Issuer Trustee shall resign, be removed or become incapable of continuing as a trustee at a time when no Debenture Default has occurred and is continuing, the Holders of the Common Securities, by an Act of the Holders of a Majority in Liquidation Amount of the Common Securities delivered to the retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee, and the retiring Relevant Trustee shall comply with the applicable requirements of Section 8.11. If any Issuer Trustee shall resign, be removed or become incapable of continuing as a trustee at a time when a Debenture Default has occurred and is continuing, the Holders of Preferred Securities, by an Act of the Holders of a Majority in Liquidation Amount of the Preferred Securities then Outstanding delivered to the retiring Relevant Trustee shall promptly appoint a successor Relevant Trustee, and the retiring Relevant Trustee shall comply with the applicable requirements of Section 8.11. If no successor Relevant Trustee shall have been so appointed in accordance with this Section 8.10 and accepted appointment in the manner required by Section 8.11, any Holder, on behalf of himself and all others similarly situated, or any other Issuer Trustee, may petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee. The Property Trustee shall give notice of each resignation and each removal of an Issuer Trustee and each appointment of a successor Issuer Trustee to all Holders in the manner 44 provided in Section 10.8 and shall give notice to the Sponsor and to the Administrative Trustees. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Property Trustee. Notwithstanding the foregoing or any other provision of this Declaration of Trust, in the event any Delaware Trustee who is a natural person dies or becomes, in the opinion of the Holders of the Common Securities, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the Property Trustee following the procedures regarding expenses and charges set forth above (with the successor in each case being a Person who satisfies the eligibility requirements for Delaware Trustee set forth in Section 8.7). SECTION 8.11. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee (if requested by the Sponsor) and each such successor Relevant Trustee with respect to the Trust Securities shall execute, acknowledge and deliver an amendment hereto wherein each successor Relevant Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Issuer Trust, and (b) shall add to or change any of the provisions of this Declaration of Trust as shall be necessary to provide for or facilitate the administration of the Issuer Trust by more than one Relevant Trustee and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on request of the Issuer Trust or any successor Relevant Trustee such retiring Relevant Trustee shall, upon payment of its charges, duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder with respect to the Trust Securities and the Issuer Trust. Upon request of any such successor Relevant Trustee, the Issuer Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article. SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business. Any Person into which an Issuer Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Issuer Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of such Issuer Trustee, shall be the successor of such Issuer Trustee hereunder, provided that such Person shall be otherwise qualified and eligible under this Article, 45 without the execution or filing of any paper or any further act on the part of any of the parties hereto. SECTION 8.13. Preferential Collection of Claims Against Sponsor or Issuer Trust. If and when the Property Trustee shall be or become a creditor of the Sponsor (or any other obligor upon the Trust Securities), the Property Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Sponsor (or any such other obligor) as is required by the Trust Indenture Act. SECTION 8.14. Trustee May File Proofs of Claim. In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Trust or any other obligor upon the Trust Securities or the property of the Issuer Trust or of such other obligor, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be due and payable and irrespective of whether the Property Trustee shall have made any demand on the Issuer Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the Trust Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Property Trustee and, in the event the Property Trustee shall consent to the making of such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee. Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the Property Trustee to vote in respect of the claim of any Holder in any such proceeding. SECTION 8.15. Reports by Property Trustee. (a) Not later than May 15 of each year commencing with May 15, 2007, the Property Trustee shall provide to the Holders of the Trust Securities such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form, in the manner and at the times 46 provided by Section 313 of the Trust Indenture Act. The Property Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act. (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Property Trustee with the Sponsor. SECTION 8.16. Reports to the Property Trustee. Each of the Sponsor and the Administrative Trustees on behalf of the Issuer Trust shall provide to the Property Trustee, the Commission and the Holders of the Trust Securities, as applicable, such documents, reports and information as required by Section 314(a)(1) - (3) (if any) of the Trust Indenture Act and the compliance certificates required by Section 314(a)(4) and (c) of the Trust Indenture Act (provided that any certificate to be provided pursuant to Section 314(a)(4) of the Trust Indenture Act shall be provided within 120 days of the end of each fiscal year of the Issuer Trust). SECTION 8.17. Evidence of Compliance with Conditions Precedent. Each of the Sponsor and the Administrative Trustees on behalf of the Issuer Trust shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Declaration of Trust which relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given pursuant to Section 314(c) shall comply with Section 314(e) of the Trust Indenture Act. SECTION 8.18. Number of Issuer Trustees. (a) The number of Issuer Trustees shall be two. The Property Trustee and the Delaware Trustee may be the same Person, in which case the number of Issuer Trustees may be one. (b) If an Issuer Trustee ceases to hold office for any reason, a vacancy shall occur. The vacancy shall be filled with an Issuer Trustee appointed in accordance with Section 8.10. (c) The death, resignation, retirement, removal, bankruptcy, dissolution, termination, incompetence or incapacity to perform the duties of an Issuer Trustee shall not operate to dissolve, terminate or annul the Issuer Trust or terminate this Declaration of Trust. SECTION 8.19. Delegation of Power. (a) Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purpose of executing any documents contemplated in Section 2.7(a) or making any governmental filing; and (b) The Administrative Trustees shall have power to delegate from time to time to such of their number the doing of such things and the execution of such instruments either in the name of the Issuer Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of this Declaration of Trust. 47 SECTION 8.20. Appointment of Administrative Trustees. (a) The number of Administrative Trustees shall be such number as shall be fixed from time to time by the Holders of a Majority in Liquidation Amount of the Common Securities. The Administrative Trustees shall be appointed by the Holders of a Majority in Liquidation Amount of the Common Securities and may be removed by the Holders of a Majority in Liquidation Amount of the Common Securities or may resign at any time. Upon any resignation or removal, the Sponsor shall appoint a successor Administrative Trustee. Each Administrative Trustee shall execute this Declaration of Trust thereby agreeing to comply with, and be legally bound by, all of the terms, conditions and provisions of this Declaration of Trust. If at any time there is no Administrative Trustee, the Property Trustee or any Holder who has been a Holder of Trust Securities for at least six months may petition any court of competent jurisdiction for the appointment of one or more Administrative Trustees. (b) Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with this Section 8.20, the Administrative Trustees in office, regardless of their number (and notwithstanding any other provision of this Declaration of Trust), shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Declaration of Trust. (c) Notwithstanding the foregoing, or any other provision of this Declaration of Trust, in the event any Administrative Trustee who is a natural person dies or becomes, in the opinion of the Holders of a Majority in Liquidation Amount of the Common Securities, incompetent, or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the remaining Administrative Trustees, if there were at least two of them prior to such vacancy, and by the Sponsor, if there were not two such Administrative Trustees immediately prior to such vacancy (with the successor in each case being a Person who satisfies the eligibility requirement for Administrative Trustees set forth in Section 8.7). ARTICLE IX DISSOLUTION, LIQUIDATION AND MERGER SECTION 9.1. Dissolution Upon Expiration Date. Unless earlier dissolved, the Issuer Trust shall automatically dissolve on June ___, 2041 (the "Expiration Date"), and thereafter the Trust Property shall be distributed in accordance with Section 9.4. SECTION 9.2. Early Termination. The first to occur of any of the following events is an "Early Termination Event" and the occurrence of which shall cause the dissolution of the Issuer Trust: (a) the occurrence of the appointment of a receiver or other similar official in any liquidation, insolvency or similar proceeding with respect to the Sponsor or all or substantially all of its property, or a court or other governmental agency shall enter a decree or order and such 48 decree or order shall remain unstayed and undischarged for a period of 60 days, unless the Sponsor shall transfer the Common Securities as provided by Section 5.11, in which case this provision shall refer instead to any such successor Holder of the Common Securities; (b) the written direction to the Property Trustee from the Holder of the Common Securities at any time to dissolve the Issuer Trust and to distribute a Like Amount of the Junior Subordinated Debentures to Holders in exchange for the Preferred Securities (which direction, subject to Section 9.4(a) and to obtaining any required regulatory approval, is optional and wholly within the discretion of the Holders of the Common Securities); (c) the redemption of all of the Preferred Securities in connection with the redemption of all the Junior Subordinated Debentures or the maturity of the Junior Subordinated Debentures; and (d) the entry of an order for dissolution of the Issuer Trust by a court of competent jurisdiction. SECTION 9.3. Termination. As soon as is practicable after the occurrence of an event referred to in Section 9.1 or 9.2, and upon the completion of the winding up and liquidation of the Issuer Trust, the Administrative Trustees or the Issuer Trustees (each of whom is hereby authorized to take such action) shall file a certificate of cancellation with the Secretary of State of the State of Delaware terminating the Trust and, upon such filing, the respective obligations and responsibilities of the Issuer Trustees, the Administrative Trustees and the Issuer Trust shall terminate. SECTION 9.4. Liquidation. (a) If an Early Termination Event specified in clause (a), (b) or (d) of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be wound up and liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of the Issuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, to each Holder an amount equal to the Liquidation Amount per Trust Security owned by such Holder plus accumulated and unpaid Distributions to but excluding the date of payment, which may be paid in a Like Amount of Junior Subordinated Debentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not later than 15 nor more than 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Debentures; and 49 (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Debentures, or if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Debentures to Holders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Preferred Securities and Common Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Preferred Securities or its nominee, as the registered holder of the Global Preferred Securities Certificate, shall receive a registered global certificate or certificates representing the Junior Subordinated Debentures to be delivered upon such distribution with respect to Preferred Securities held by the Clearing Agency or its nominee, and, (iii) any Preferred Securities Certificates not held by the Clearing Agency for the Preferred Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a principal amount equal to the stated Liquidation Amount of the Preferred Securities represented thereby and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Preferred Securities until such certificates are presented to the Securities Registrar for transfer or reissuance. (d) If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in clause (c) of Section 9.2 occurs, the Issuer Trust shall be dissolved and wound up and the Trust Property shall be liquidated by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution of the Issuer Trust, unless the Trust Securities have been redeemed or are to be redeemed on such date pursuant to Article IV, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Issuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, an amount in cash equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to but excluding the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a Debenture Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities as provided in Section 4.3. 50 SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust. The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any entity, except pursuant to this Section 9.5 or Section 9.4. At the request of the Holders of the Common Securities, and with the consent of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the Successor Securities have the same priority as the Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Junior Subordinated Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization in the event the Preferred Securities are then rated, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Issuer Trustee has received an Opinion of Counsel from independent counsel experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an "investment company" under the Investment Company Act and (vii) the Sponsor or any permitted transferee to whom it has transferred the Common Securities hereunder own all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of 100% in Liquidation Amount of the Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation, a partnership or any other arrangement other than as a grantor trust for United States Federal income tax purposes. 51 ARTICLE X MISCELLANEOUS PROVISIONS SECTION 10.1. Limitation of Rights of Holders. Except as set forth in Section 9.2, the death, incapacity, dissolution, termination or bankruptcy of any Person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Declaration of Trust, nor dissolve or terminate the Issuer Trust, nor entitle the legal representatives, successors or heirs of such Person or any Holder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding-up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Any merger or similar agreement authorized in accordance with this Declaration of Trust shall be executed by one or more of the Administrative Trustees on behalf of the Issuer Trust. SECTION 10.2. Amendment. (a) This Declaration of Trust may be amended in accordance with Section 8.11 hereof. This Declaration of Trust may be amended from time to time by the Property Trustee and the Holders of a Majority in Liquidation Amount of the Common Securities, without the consent of any Holder of the Preferred Securities, (i) to cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Declaration of Trust, provided, however, that such amendment shall not adversely affect in any material respect the interests of any Holder or (ii) to modify, eliminate or add to any provisions of this Declaration of Trust to such extent as shall be necessary to ensure that the Issuer Trust will not be taxable as a corporation, a partnership or any other arrangement other than as a grantor trust for United States Federal income tax purposes at any time that any Trust Securities are Outstanding or to ensure that the Issuer Trust will not be required to register as an investment company under the Investment Company Act. (b) Except as provided in Section 10.2(c) hereof, any provision of this Declaration of Trust may be amended by the Property Trustee and the Holders of a Majority in Liquidation Amount of the Common Securities with (i) the consent of Holders of at least a Majority in Liquidation Amount of the Preferred Securities and (ii) receipt by the Issuer Trustees of an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Issuer Trustees in accordance with such amendment will not cause the Issuer Trust to be taxable as a corporation, a partnership or any other arrangement other than as a grantor trust for United States Federal income tax purposes or affect the Issuer Trust's exemption from status of an "investment company" under the Investment Company Act. (c) In addition to and notwithstanding any other provision in this Declaration of Trust, without the consent of each affected Holder, this Declaration of Trust may not be amended to (i) change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Trust 52 Securities as of a specified date or (ii) restrict the right of a Holder to institute suit for the enforcement of any such payment on or after such date. (d) Notwithstanding any other provisions of this Declaration of Trust, no Issuer Trustee shall enter into or consent to any amendment to this Declaration of Trust which would cause the Issuer Trust to fail or cease to qualify for the exemption from status as an "investment company" under the Investment Company Act or to fail or cease to qualify as a grantor trust for United States Federal income tax purposes. (e) Notwithstanding anything in this Declaration of Trust to the contrary, without the consent of the Sponsor and the Administrative Trustees, this Declaration of Trust may not be amended in a manner which imposes any additional obligation on the Sponsor or the Administrative Trustees. (f) In the event that any amendment to this Declaration of Trust is made, the Administrative Trustees or the Property Trustee shall promptly provide to the Sponsor a copy of such amendment. (g) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to this Declaration of Trust which affects its own rights, duties or immunities under this Declaration of Trust. The Property Trustee shall be entitled to receive an Opinion of Counsel and an Officer's Certificate stating that any amendment to this Declaration of Trust is in compliance with this Declaration of Trust. (h) Any amendments to this Declaration of Trust, pursuant to Section 10.2(a), shall become effective when notice of such amendment is given to the Holders of the Trust Securities. (i) Notwithstanding any other provision of this Declaration of Trust, no amendment to this Declaration of Trust may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation, a partnership or any other arrangement other than as a grantor trust for United States Federal income tax purposes. SECTION 10.3. Separability. In case any provision in this Declaration of Trust or in the Trust Securities Certificates shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 10.4. Governing Law. THIS DECLARATION OF TRUST AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE ISSUER TRUST, THE SPONSOR, THE ISSUER TRUSTEES AND THE ADMINISTRATIVE TRUSTEES SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF 53 DELAWARE; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE HOLDERS, THE ISSUER TRUST, THE SPONSOR, THE ISSUER TRUSTEES, THE ADMINISTRATIVE TRUSTEES OR THIS DECLARATION OF TRUST ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF THE ISSUER TRUSTEES OR THE ADMINISTRATIVE TRUSTEES AS SET FORTH OR REFERENCED IN THIS DECLARATION OF TRUST. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE ISSUER TRUST. SECTION 10.5. Payments Due on Non-Business Day. If the date fixed for any payment on any Trust Security shall be a day that is not a Business Day, then such payment need not be made on such date but may be made on the next succeeding day that is a Business Day, with the same force and effect as though made on the date fixed for such payment, and no Distributions shall accumulate on such unpaid amount for the period after such date. SECTION 10.6. Successors. This Declaration of Trust shall be binding upon and shall inure to the benefit of any successor to the Sponsor, the Issuer Trust, the Administrative Trustees and any Issuer Trustee, including any successor by operation of law. Except in connection with a consolidation, merger or sale involving the Sponsor that is permitted under Article IX of the Indenture and pursuant to which the assignee agrees in writing to perform the Sponsor's obligations hereunder, the Sponsor shall not assign its obligations hereunder. SECTION 10.7. Headings. The Article and Section headings are for convenience only and shall not affect the construction of this Declaration of Trust. 54 SECTION 10.8. Reports, Notices and Demands. Any report, notice, demand or other communication that by any provision of this Declaration of Trust is required or permitted to be given or served to or upon any Holder or the Sponsor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of Preferred Securities, to such Holder as such Holder's name and address may appear on the Securities Register; and (b) in the case of the Holder of Common Securities or the Sponsor, to Great Wolf Resorts, Inc., 122 West Washington Avenue, Madison, Wisconsin 53703, Attention: General Counsel and Corporate Secretary, facsimile no.: (608) 661-4701 or to such other address as may be specified in a written notice by the Sponsor to the Property Trustee. Such notice, demand or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission. Such notice, demand or other communication to or upon the Sponsor shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Sponsor. Any notice, demand or other communication which by any provision of this Declaration of Trust is required or permitted to be given or served to or upon the Property Trustee, the Delaware Trustee, the Administrative Trustees, or the Issuer Trust shall be given in writing addressed (until another address is published by the Issuer Trust) as follows: (a) with respect to the Property Trustee to Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration; (b) with respect to the Delaware Trustee to Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration; and (c) with respect to the Administrative Trustees, to them at the address above for notices to the Sponsor, marked "Attention: Office of the Secretary." Such notice, demand or other communication to or upon the Issuer Trust, the Property Trustee or the Administrative Trustees shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Issuer Trust, the Property Trustee, or such Administrative Trustee. SECTION 10.9. Agreement Not to Petition. Each of the Issuer Trustees, the Administrative Trustees and the Sponsor agree for the benefit of the Holders that, until at least one year and one day after the Issuer Trust has been terminated in accordance with Article IX, they shall not file, or join in the filing of, a petition against the Issuer Trust under any bankruptcy, insolvency, reorganization or other similar law (including, without limitation, the United States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of any proceeding against the Issuer Trust under any Bankruptcy Law. In the event the Sponsor takes action in violation of this Section 10.9, the Property Trustee agrees, for the benefit of Holders, that at the expense of the Sponsor, it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Sponsor against the Issuer Trust or the commencement of such action and raise the defense that the Sponsor has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as counsel for the Issuer Trustee or the Issuer Trust may assert. If any Issuer Trustee or Administrative Trustee takes action in violation of this Section 10.9, the Sponsor agrees, for the benefit of the Holders, that at the expense of the Sponsor, it shall file an answer with the bankruptcy court or otherwise properly contest the filing 55 of such petition by such Person against the Sponsor or the commencement of such action and raise the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as counsel for the Issuer Trustee or the Issuer Trust may assert. The provisions of this Section 10.9 shall survive the termination of this Declaration of Trust. SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act. (a) Trust Indenture Act; Application. (i) This Declaration of Trust is subject to the provisions of the Trust Indenture Act that are required to be a part of this Declaration of Trust and shall, to the extent applicable, be governed by such provisions; (ii) if and to the extent that any provision of this Declaration of Trust limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control; (iii) for purposes of this Declaration of Trust, the Property Trustee, to the extent permitted by applicable law and/or the rules and regulations of the Commission, shall be the only Issuer Trustee which is a trustee for the purposes of the Trust Indenture Act; and (iv) the application of the Trust Indenture Act to this Declaration of Trust shall not affect the nature of the Preferred Securities and the Common Securities as equity securities representing undivided beneficial interests in the assets of the Issuer Trust. (b) Lists of Holders of Preferred Securities. (i) Each of the Sponsor and the Administrative Trustees on behalf of the Trust shall provide the Property Trustee with such information as is required under Section 312(a) of the Trust Indenture Act at the times and in the manner provided in Section 312(a) and (ii) the Property Trustee shall comply with its obligations under Sections 310(b), 311 and 312(b) of the Trust Indenture Act. (c) Disclosure of Information. The disclosure of information as to the names and addresses of the Holders of Trust Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, shall not be deemed to be a violation of any existing law or any law hereafter enacted which does not specifically refer to Section 312 of the Trust Indenture Act, nor shall the Property Trustee be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. SECTION 10.11. Acceptance of Terms of Declaration of Trust, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION OF TRUST, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF 56 THIS DECLARATION OF TRUST SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS. SECTION 10.12. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 57 GREAT WOLF RESORTS, INC., as Sponsor By:_____________________________________ Name: Title: WILMINGTON TRUST COMPANY, as Property Trustee By:_____________________________________ Name: Title: WILMINGTON TRUST COMPANY, as Delaware Trustee By:_____________________________________ Name: Title: ________________________________________ Name: J. Michael Schroeder Title: Administrative Trustee ________________________________________ Name: James A. Calder Title: Administrative Trustee [Amended and Restated Declaration of Trust] Exhibit A CERTIFICATE OF TRUST [Attached hereto] A-1 Exhibit B FORM OF CERTIFICATE DEPOSITARY AGREEMENT B-1 Exhibit C FORM OF COMMON SECURITIES CERTIFICATE THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE SPONSOR OR AN AFFILIATE OF THE SPONSOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE DECLARATION OF TRUST. Certificate Number: C- Number of Common Securities: Certificate Evidencing Common Securities of GW Capital Trust II ____% Common Securities (liquidation amount $25 per Common Security) GW Capital Trust II, a statutory trust created under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that Great Wolf Resorts, Inc. (the "Holder") is the registered owner of ( ) common securities of the Issuer Trust representing undivided beneficial interests in assets of the Issuer Trust and designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Declaration of Trust (as defined below), the Common Securities are not transferable and, to the fullest extent permitted by law, any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust of the Issuer Trust, dated as of June ___, 2006, as the same may be amended from time to time (the "Declaration of Trust"), among Great Wolf Resorts, Inc., as Sponsor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, two individuals selected by the holders of the Common Securities to act as administrative trustees with respect to the Issuer Trust (the "Administrative Trustees"), and the holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Holder is entitled to the benefits of a Common Securities Guarantee Agreement, as amended from time to time, entered into by Great Wolf Resorts, Inc., as Guarantor, dated as of June ___, 2006 (the "Guarantee Agreement"), to the extent provided therein. The Issuer Trust will furnish a copy of the Declaration of Trust and the Guarantee Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereunder. C-1 The Issuer Trust, and by acceptance of a beneficial interest in the Common Securities, each beneficial owner of the Common Securities will be deemed to have agreed to treat, for United States Federal income tax purposes, the Junior Subordinated Debentures as indebtedness of the Sponsor and to treat the Common Securities as evidence of a beneficial ownership interest in the Junior Subordinated Debentures through a grantor trust. Terms used but not defined herein have the meanings set forth in the Declaration of Trust. IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust has executed this certificate this day of , 200 . GW CAPITAL TRUST II By:_____________________________________ Name: Title: Administrative Trustee C-2 EXHIBIT D FORM OF PREFERRED SECURITIES CERTIFICATE [THIS PREFERRED SECURITIES CERTIFICATE IS A GLOBAL PREFERRED SECURITIES CERTIFICATE WITHIN THE MEANING OF THE DECLARATION OF TRUST HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS PREFERRED SECURITIES CERTIFICATE IS EXCHANGEABLE FOR PREFERRED SECURITIES CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION OF TRUST AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION OF TRUST.] THE ISSUER TRUST, AND BY ACCEPTANCE OF A BENEFICIAL INTEREST IN THE PREFERRED SECURITIES, EACH BENEFICIAL OWNER OF THE PREFERRED SECURITIES WILL BE DEEMED TO HAVE AGREED TO TREAT, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THE JUNIOR SUBORDINATED DEBENTURES AS INDEBTEDNESS OF THE SPONSOR AND TO TREAT THE PREFERRED SECURITIES AS EVIDENCE OF A BENEFICIAL OWNERSHIP INTEREST IN THE JUNIOR SUBORDINATED DEBENTURES THROUGH A GRANTOR TRUST. [UNLESS THIS PREFERRED SECURITIES CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO GW CAPITAL TRUST II OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITIES CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF SUCH NOMINEE AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, HAS AN INTEREST HEREIN.] NO EMPLOYEE BENEFIT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OTHER PLAN OR INDIVIDUAL RETIREMENT ACCOUNT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, A CHURCH PLAN, AS DEFINED IN SECTION 3(33) OF ERISA, OR A NON-U.S. PLAN, AS DESCRIBED IN SECTION 4(B)(4) OF ERISA, SUBJECT TO SIMILAR RULES UNDER OTHER APPLICABLE LAWS OR DOCUMENTS ("SIMILAR LAW") (EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS PREFERRED SECURITIES CERTIFICATE OR ANY D-1 INTEREST HEREIN, UNLESS SUCH PURCHASE AND HOLDING IS COVERED BY THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96 23, 95 60, 91 38, 90 1 OR 84 14 OR SIMILAR LAW, OR THERE IS NO BASIS ON WHICH THE PURCHASE AND HOLDING COULD CONSTITUTE A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW. ANY PURCHASER OR HOLDER OF THE PREFERRED SECURITIES CERTIFICATE OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT EITHER (A) THE PURCHASER AND HOLDER ARE NOT A PLAN OR A PLAN ASSET ENTITY AND ARE NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN, OR (B) THE PURCHASE AND HOLDING OF THE PREFERRED SECURITIES ARE COVERED BY THE EXEMPTIVE RELIEF PROVIDED BY PTCE 96 23, 95 60, 91 38, 90 1 OR 84 14 OR SIMILAR LAW, OR THERE IS NO BASIS ON WHICH THE PURCHASE AND HOLDING COULD CONSTITUTE A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW. D-2 CERTIFICATE NUMBER: C- CUSIP NO. ___________________ Preferred Securities CERTIFICATE EVIDENCING PREFERRED SECURITIES OF GW CAPITAL TRUST II ____% PREFERRED SECURITIES (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY) GW Capital Trust II, a statutory trust created under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that ________________ (the "Holder") is the registered owner of $ in aggregate liquidation amount of capital securities of the Issuer Trust representing a preferred undivided beneficial interest in the assets of the Issuer Trust and designated the GW Capital Trust II ____% Preferred Securities (liquidation amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.5 of the Declaration of Trust (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Preferred Securities are set forth in, and this certificate and the Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust of the Issuer Trust, dated as of June ___, 2006, as the same may be amended from time to time (the "Declaration of Trust"), among Great Wolf Resorts, Inc., as Sponsor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, two individuals selected by the holders of the Common Securities to act as administrative trustees with respect to the Issuer Trust (the "Administrative Trustees") and the holders of Trust Securities, including the designation of the terms of the Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Preferred Securities Guarantee Agreement entered into by Great Wolf Resorts, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, dated as of June ___, 2006, as the same may be amended from time to time (the "Guarantee Agreement"), to the extent provided therein. The Issuer Trust will furnish a copy of the Declaration of Trust and the Guarantee Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereunder. Terms used but not defined herein have the meanings set forth in the Declaration of Trust. D-3 IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust has executed this certificate this day of , 200 . GW CAPITAL TRUST II By: Name: Title: Administrative Trustee AUTHENTICATED, COUNTERSIGNED AND REGISTERED: Wilmington Trust Company, not in its individual capacity, but solely as Property Trustee By: Authorized Signatory Dated: _______________________ D-4 ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred Security to: ________________________________________________________________________________ (Insert assignee's social security or tax identification number) ________________________________________________________________________________ (Insert address and zip code of assignee) and irrevocably appoints__________________________ agent to transfer this Preferred Securities Certificate on the books of the Issuer Trust. The agent may substitute another to act for him or her. Date:__________________ Signature:________________________________________ (Sign exactly as your name appears on the other side of this Preferred Securities Certificate) Signature Guarantee:_________________________ SIGNATURE GUARANTEE Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Property Trustee, which requirements include membership or participation in the Security Transfer Agent medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Property Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. D-5 Exhibit E FORM OF EXPENSE AGREEMENT AGREEMENT AS TO EXPENSES AND LIABILITIES, dated as of June ___, 2006 (this "Agreement"), between Great Wolf Resorts, Inc., a Delaware corporation, as Sponsor (the "Sponsor"), and GW Capital Trust II, a Delaware statutory trust (the "Issuer Trust"). WHEREAS, the Issuer Trust intends to issue its Common Securities (the "Common Securities") to and acquire ____% Junior Subordianted Debentures (the "Debentures") from the Sponsor, and to issue and sell ____% Preferred Securities, (the "Preferred Securities") with such powers, preferences and special rights and restrictions as are set forth in the Amended and Restated Declaration of Trust of the Issuer Trust, dated as of June ___, 2006, among Great Wolf Resorts, Inc., as Sponsor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, two individuals selected by the holders of the Common Securities to act as administrative trustees with respect to the Issuer Trust (the "Administrative Trustees"), and the holders of Trust Securities, as the same may be amended from time to time (the "Declaration of Trust"); WHEREAS, the Sponsor will own all of the Common Securities of the Trust; WHEREAS, capitalized terms used but not defined herein have the meanings set forth in the Declaration of Trust; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I. Section 1.01. Guarantee by the Sponsor. Subject to the terms and conditions hereof, the Sponsor hereby irrevocably and unconditionally guarantees to each person or entity to whom the Issuer Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the full payment, when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, "Obligations" means any costs, expenses or liabilities of the Issuer Trust, other than obligations of the Issuer Trust to pay to holders of any Trust Securities the amounts due such holders pursuant to the terms of the Trust Securities. This Agreement is intended to be for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice hereof. Section 1.02. Subordination of Guarantee. The guarantee and other liabilities and obligations of the Sponsor under this Declaration of Trust shall constitute unsecured obligations of the Sponsor and shall rank subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) of the Sponsor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Sponsor hereunder. The obligations of the Sponsor hereunder do not constitute Senior Indebtedness (as defined in the Indenture) of the Sponsor. Section 1.03. Term of Agreement. This Agreement shall terminate and be of no further force and effect upon the dissolution or termination of the Issuer Trust, provided, however, that this Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any holder of Preferred Securities or any Beneficiary is required to repay any sums paid under the Preferred Securities, under any Obligation, under the Guarantee Agreement dated the date hereof by the Sponsor and Wilmington Trust Company, as guarantee trustee, or under the Declaration of Trust for any reason whatsoever. This Agreement is continuing, irrevocable, unconditional and absolute. Section 1.04. Waiver of Notice. The Sponsor hereby waives notice of acceptance of this Agreement and of any Obligation to which it applies or may apply, and the Sponsor hereby waives presentment, demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. Section 1.05. No Impairment. The obligations, covenants, agreements and duties of the Sponsor under this Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the extension of time for the payment by the Issuer Trust of all or any portion of the Obligations or for the performance of any other obligation under, arising out of, or in connection with, the Obligations; (b) any failure, omission, delay or lack of diligence on the part of the Beneficiaries to enforce, assert or exercise any right, privilege, power or remedy conferred on the Beneficiaries with respect to the Obligations or any action on the part of the Issuer Trust granting indulgence or extension of any kind; or (c) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the assets of the Issuer Trust (other than the dissolution of the Issuer Trust in accordance with the terms thereof). There shall be no obligation of the Beneficiaries to give notice to, or obtain the consent of, the Sponsor with respect to the happening or any of the foregoing. Section 1.06. Enforcement. A Beneficiary may enforce this Agreement directly against the Sponsor and the Sponsor waives any right or remedy to require that any action be brought against the Issuer Trust or any other person or entity before proceeding against the Sponsor. Section 1.07. Subrogation. The Sponsor shall be subrogated to all rights (if any) of any Beneficiary against the Issuer Trust in respect of any amounts paid to the Beneficiaries by the Sponsor under this Agreement; provided, however, that the Sponsor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Agreement or any payments are due to the holders of Preferred Securities under the Declaration of Trust. ARTICLE II. Section 2.01. Assignment. This Agreement may not be assigned by either party hereto without the consent of the other, and any purported assignment without such consent shall be void; except that upon any transfer of the Common Securities, this Agreement shall be assigned and delegated by the Sponsor to its successor with such transfer without any action by either party hereto. Section 2.02. Binding Effect. All guarantees and agreements contained in this Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Sponsor and shall inure to the benefit of the Beneficiaries. Section 2.03. Amendment. So long as there remains any Beneficiary or any Preferred Securities are outstanding, this Agreement shall not be modified or amended in any manner adverse to such Beneficiary or to the holders of the Preferred Securities without the consent of such Beneficiary or the holders of the Preferred Securities, as the case may be. Section 2.04. Notices. Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering the same against receipt therefor by facsimile transmission (confirmed by mail), telex or by registered or certified mail, addressed as follows (and if so given, shall be deemed given when mailed or upon receipt of an answer-back, if sent by telex): [to be provided] With a copy to: [to be provided] Section 2.05. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT is executed as of the day and year first above written. GREAT WOLF RESORTS, INC. By: ____________________________________ Name: Title: GW CAPITAL TRUST II By: ____________________________________ Name: Title: Administrative Trustee EX-4.7 4 g01711a1exv4w7.txt EX-4.7 FORM OF INDENTURE EXHIBIT 4.7 ================================================================================ GREAT WOLF RESORTS, INC. AND WILMINGTON TRUST COMPANY, AS INDENTURE TRUSTEE JUNIOR SUBORDINATED INDENTURE DATED AS OF JUNE __, 2006 ----------------- ================================================================================ CROSS REFERENCE SHEET Between Provisions of Trust Indenture Act of 1939 and Junior Subordinated Indenture to be dated as of June __, 2006 between GREAT WOLF RESORTS, INC. and WILMINGTON TRUST COMPANY, Indenture Trustee.

Section of the Act Section of the Indenture - -------------------------------------------------------- ---------------------------- 310(a)(1) and (2)....................................... 6.09 310(a)(3) and (4)....................................... Inapplicable 310(b).................................................. 6.08 and 6.10(a), (b) and (d) 310(c).................................................. Inapplicable 311(a).................................................. 6.13 311(b).................................................. 6.13 312(a).................................................. 4.01 312(b).................................................. 4.02 312(c).................................................. 4.02 313(a).................................................. 4.04 313(b)(1)............................................... Inapplicable 313(b)(2)............................................... Inapplicable 313(c).................................................. 4.04 313(d).................................................. 4.03 314(a).................................................. 4.03 314(b).................................................. Inapplicable 314(c)(1) and (2)....................................... 11.05 314(c)(3)............................................... Inapplicable 314(d).................................................. Inapplicable 314(e).................................................. 11.05 314(f).................................................. Inapplicable 315(a), (c) and (d)..................................... 6.01 315(b).................................................. 5.11 315(e).................................................. 5.12 316(a)(1)............................................... 5.09 316(a)(2)............................................... Inapplicable 316(b).................................................. 5.07 317(a)(1)............................................... 5.02 317(a)(2)............................................... 5.02(a) 317(b).................................................. 3.04(a) and (b) 318(a).................................................. 11.07

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Junior Subordinated Indenture. TABLE OF CONTENTS

PAGE ----- ARTICLE 1 DEFINITIONS Section 1.01. Certain Terms Defined ...................................................................... 1 ARTICLE 2 SECURITIES Section 2.01. Forms Generally ............................................................................ 8 Section 2.02. Form of Indenture Trustee's Certificate of Authentication .................................. 8 Section 2.03. Amount Unlimited; Issuable in Series ....................................................... 9 Section 2.04. Authentication and Delivery of Securities .................................................. 12 Section 2.05. Execution of Securities .................................................................... 15 Section 2.06. Certificate of Authentication .............................................................. 15 Section 2.07. Denomination and Date of Securities; Payments of Interest .................................. 16 Section 2.08. Registration, Transfer and Exchange ........................................................ 16 Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities .................................. 20 Section 2.10. Cancellation of Securities; Disposition Thereof ............................................ 21 Section 2.11. Temporary Securities ....................................................................... 21 ARTICLE 3 COVENANTS OF THE ISSUER Section 3.01. Payment of Principal and Interest .......................................................... 22 Section 3.02. Offices for Payments, etc .................................................................. 22 Section 3.03. Appointment to Fill a Vacancy in Office of Indenture Trustee ............................... 23 Section 3.04. Paying Agents .............................................................................. 24 Section 3.05. Written Statement to Indenture Trustee ..................................................... 25 ARTICLE 4 SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE INDENTURE TRUSTEE Section 4.01. Issuer to Furnish Indenture Trustee Information as to Names and Addresses of Securityholders .................................................................................. 25 Section 4.02. Preservation and Disclosure of Securityholders Lists ....................................... 25 Section 4.03. Reports by the Issuer ...................................................................... 25 Section 4.04. Reports by the Indenture Trustee ........................................................... 25

ARTICLE 5 REMEDIES OF THE INDENTURE TRUSTEE AND SECURITYHOLDERS IN DEFAULT OR EVENT OF DEFAULT Section 5.01. Event of Default Defined; Acceleration of Maturity; Waiver of Event of Default ............. 26 Section 5.02. Collection of Indebtedness by Indenture Trustee; Indenture Trustee May Prove Debt .......... 28 Section 5.03. Applications of Proceeds ................................................................... 31 Section 5.04. Suits for Enforcement ...................................................................... 32 Section 5.05. Restoration of Rights on Abandonment of Proceedings ........................................ 32 Section 5.06. Limitations on Suits by Securityholder; Default Defined .................................... 32 Section 5.07. Unconditional Right of Securityholders to Institute Certain Suits .......................... 34 Section 5.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default; Restoration of Rights and Remedies ............................................................... 34 Section 5.09. Control by Holders of Securities ........................................................... 35 Section 5.10. Waiver of Past Defaults .................................................................... 35 Section 5.11. Indenture Trustee to Give Notice of Default, But May Withhold in Certain Circumstances .................................................................................... 36 Section 5.12. Right of Court to Require Filing of Undertaking to Pay Costs ............................... 36 ARTICLE 6 CONCERNING THE INDENTURE TRUSTEE Section 6.01. Duties and Responsibilities of the Indenture Trustee; During Default; Prior to Default .......................................................................................... 37 Section 6.02. Certain Rights of the Indenture Trustee .................................................... 38 Section 6.03. Indenture Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof .................................................................. 39 Section 6.04. Indenture Trustee and Agents May Hold Securities or Coupons; Collections, etc .............. 39 Section 6.05. Moneys Held by Indenture Trustee ........................................................... 40 Section 6.06. Compensation and Indemnification of Indenture Trustee and Its Prior Claim .................. 40 Section 6.07. Right of Indenture Trustee to Rely on Officer's Certificate, etc ........................... 40 Section 6.08. Indentures Not Creating Potential Conflicting Interests for the Indenture Trustee .......... 41 Section 6.09. Persons Eligible for Appointment as Indenture Trustee ...................................... 41 Section 6.10. Resignation and Removal; Appointment of Successor Trustee .................................. 41 Section 6.11. Acceptance of Appointment by Successor Trustee ............................................. 43 Section 6.12. Merger, Conversion, Consolidation or Succession to Business of Indenture Trustee ........... 44 Section 6.13. Preferential Collection of Claims Against the Issuer ....................................... 45 Section 6.14. Appointment of Authenticating Agent ........................................................ 45 ii ARTICLE 7 CONCERNING THE SECURITYHOLDERS Section 7.01. Evidence of Action Taken by Securityholders ................................................ 46 Section 7.02. Proof of Execution of Instruments and of Holding of Securities ............................. 46 Section 7.03. Holders to be Treated as Owners ............................................................ 47 Section 7.04. Securities Owned by Issuer Deemed Not Outstanding .......................................... 48 Section 7.05. Right of Revocation of Action Taken ........................................................ 49 ARTICLE 8 SUPPLEMENTAL INDENTURES Section 8.01. Supplemental Indentures Without Consent of Securityholders ................................. 49 Section 8.02. Supplemental Indentures With Consent of Securityholders .................................... 50 Section 8.03. Effect of Supplemental Indenture ........................................................... 52 Section 8.04. Documents to be Given to Indenture Trustee ................................................. 52 Section 8.05. Notation on Securities in Respect of Supplemental Indentures ............................... 53 Section 8.06. Subordination Unimpaired ................................................................... 53 ARTICLE 9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE Section 9.01. Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions ....................................................................................... 53 Section 9.02. Successor Corporation Substituted .......................................................... 53 Section 9.03. Opinion of Counsel Delivered to Indenture Trustee .......................................... 54 ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS Section 10.01. Satisfaction and Discharge of Indenture ................................................... 54 Section 10.02. Application by Indenture Trustee of Funds Deposited for Payment of Securities ............. 59 Section 10.03. Repayment of Moneys Held by Paying Agent .................................................. 60 Section 10.04. Return of Moneys Held by Indenture Trustee and Paying Agent Unclaimed for Two Years ............................................................................................ 60 Section 10.05. Indemnity for U.S. Government Obligations ................................................. 60 ARTICLE 11 MISCELLANEOUS PROVISIONS Section 11.01. Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability ............................................................................. 61 Section 11.02. Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons ...................................................................................... 61 Section 11.03. Successors and Assigns of Issuer Bound by Indenture ....................................... 61 iii Section 11.04. Notices and Demands on Issuer, Indenture Trustee and Holders of Securities and Coupons .......................................................................................... 61 Section 11.05. Officer's Certificates and Opinions of Counsel; Statements to be Contained Therein ........ 62 Section 11.06. Payments Due on Saturdays, Sundays and Holidays ........................................... 63 Section 11.07. Conflict of Any Provision of Indenture with Trust Indenture Act of 1939 ................... 63 Section 11.08. New York Law to Govern .................................................................... 63 Section 11.09. Counterparts .............................................................................. 63 Section 11.10. Effect of Headings ........................................................................ 63 Section 11.11. Securities in a Foreign Currency .......................................................... 64 Section 11.12. Judgment Currency ......................................................................... 64 ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING FUNDS Section 12.01. Applicability of Article .................................................................. 65 Section 12.02. Notice of Redemption; Partial Redemptions ................................................. 65 Section 12.03. Payment of Securities Called for Redemption ............................................... 67 Section 12.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption ............. 68 Section 12.05. Mandatory and Optional Sinking Funds ...................................................... 68 ARTICLE 13 SUBORDINATION Section 13.01. Securities and Coupons Subordinated to Senior Indebtedness ................................ 70 Section 13.02. Disputes with Holders of Certain Senior Indebtedness ...................................... 72 Section 13.03. Subrogation ............................................................................... 72 Section 13.04. Obligation of Issuer Unconditional ........................................................ 73 Section 13.05. Payments on Securities and Coupons Permitted .............................................. 73 Section 13.06. Effectuation of Subordination by Indenture Trustee ........................................ 73 Section 13.07. Knowledge of Indenture Trustee ............................................................ 74 Section 13.08. Indenture Trustee May Hold Senior Indebtedness ............................................ 74 Section 13.09. Rights of Holders of Senior Indebtedness Not Impaired ..................................... 74 Section 13.10. Article Applicable to Paying Agents ....................................................... 74 Section 13.11. Indenture Trustee; Compensation Not Prejudiced ............................................ 75 iv THIS JUNIOR SUBORDINATED INDENTURE (this "INDENTURE"), is dated as of June __, 2006 between GREAT WOLF RESORTS, INC., a Delaware corporation (the "ISSUER"), and WILMINGTON TRUST COMPANY, as indenture trustee (the "INDENTURE TRUSTEE"). W I T N E S S E T H : WHEREAS, the Issuer has approved the form of and duly authorized the execution and delivery of this Indenture to provide for issuance of its unsecured junior subordinated debentures (the "SECURITIES") issued to evidence loans made to the Company of the proceeds from the issuance by GW Capital Trust II, a Delaware statutory trust, of undivided preferred beneficial interests in the assets of GW Capital Trust II and undivided common beneficial interests in the assets of GW Capital Trust II; WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration of the Securities; and WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done; NOW, THEREFORE: In consideration of the premises and the purchases of the Securities by the holders thereof, the Issuer and the Indenture Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities and of the coupons, if any, appertaining thereto as follows: Article 1 DEFINITIONS Section 1.01. Certain Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term "generally accepted accounting principles" means such accounting principles as are generally accepted in the United States of America at the time of any computation. The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. "2005 JUNIOR SUBORDINATED INDENTURE" means the Junior Subordinated Indenture, dated as of March 15, 2005, between the Issuer and JPMorgan Chase Bank, National Association, as trustee, pursuant to which the Existing Junior Subordinated Debentures were issued. "ADDITIONAL INTEREST" means compounded interest arising on any deferred interest payments, as defined in any series of Securities. "ADDITIONAL SUMS" has the meaning specified in Section 2.03(r) of this Indenture. "AUTHENTICATING AGENT" shall have the meaning set forth in Section 6.14. "AUTHORIZED NEWSPAPER" means a newspaper published in the English language, customarily published on each Business Day in the Borough of Manhattan, The City of New York, which will, if practicable, be The Wall Street Journal (Eastern Edition). If it shall be impractical in the opinion of the Indenture Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Indenture Trustee shall constitute a sufficient publication of such notice. "BOARD OF DIRECTORS" means either the Board of Directors of the Issuer or any committee of such Board duly authorized to act on its behalf. "BOARD RESOLUTION" means a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Issuer to have been duly adopted or consented to by the Board of Directors and to be in full force and effect, and delivered to the Indenture Trustee. "BUSINESS DAY" means, with respect to any Security, unless otherwise specified pursuant to Section 2.03, a day other than (a) a Saturday or Sunday, and (b) a day on which banking institutions in Wilmington, Delaware and The City of New York, New York are authorized or required by law or executive order to close. "COMMISSION" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act of 1939, then the body performing such duties on such date. 2 "COMMON SECURITIES" means, with respect to a GW Capital Trust, the undivided beneficial interests in the assets of such trust that rank pari passu with the Trust Preferred Securities issued by such trust; provided, that if a Default has occurred and is continuing, the rights of holders of such Common Securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of such Trust Preferred Securities. "COMMON SECURITIES GUARANTEE" means, with respect to a GW Capital Trust, the Guarantee of the Guarantor that operates directly or indirectly for the benefit of holders of the Common Securities of such trust. "CORPORATE TRUST OFFICE" means the office of the Indenture Trustee at which the corporate trust business of the Indenture Trustee shall, at any particular time, be principally administered, which office is, at the date as of which this Indenture is dated, located in Wilmington, Delaware. "COUPON" means any interest coupon appertaining to a Security. "COVENANT DEFEASANCE" shall have the meaning set forth in Section 10.01(c). "DEFAULT" shall have the meaning set forth in Section 5.06. "DEPOSITARY" means, with respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person designated as Depositary by the Issuer pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Depositary" shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of that series. "DIRECT ACTION" means a legal proceeding instituted by a holder of the Trust Preferred Securities of a GW Capital Trust directly against the Issuer for the enforcement of payment to such holder of any amounts payable in respect of the Securities held by such trust having a principal amount equal to the aggregate liquidation amount of the Trust Preferred Securities held by such holder if an Event of Default or a Default has occurred and is continuing and such event is attributable to the failure of the Issuer to pay any amounts payable in respect of such Securities on the date such amounts are otherwise payable (in accordance with the terms hereof and thereof). "DOLLAR" means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. "EXISTING JUNIOR SUBORDINATED DEBENTURES" means the Floating Rate Junior Subordinated Debentures due 2035 issued by the Issuer under the 2005 Junior Subordinated Indenture. 3 "EVENT OF DEFAULT" means any event or condition specified as such in Section 5.01. "FOREIGN CURRENCY" means a currency issued by the government of a country other than the United States (or any currency unit comprised of any such currencies). "GUARANTOR" means the Issuer in its capacity as guarantor under any Trust Securities Guarantee. "GW CAPITAL TRUST" means GW Capital Trust II, a Delaware statutory trust, or any permitted successor thereto, or any substantially similar Delaware statutory trust sponsored by the Issuer, or any permitted successor thereto. "HOLDER", "HOLDER OF SECURITIES", "SECURITYHOLDER" or other similar terms mean (a) in the case of any Registered Security, the Person in whose name such Security is registered in the security register kept by the Issuer for that purpose in accordance with the terms hereof, and (b) in the case of any Unregistered Security, the bearer of such Security, or any Coupon appertaining thereto, as the case may be. "INDENTURE" means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder. "INDENTURE TRUSTEE" means the Person identified as "INDENTURE TRUSTEE" in the first paragraph hereof and, subject to the provisions of Article 6, shall also include any successor trustee. "INDENTURE TRUSTEE" shall also mean or include each Person who is then an indenture trustee hereunder and if at any time there is more than one such Person, "INDENTURE TRUSTEE" as used with respect to the Securities of any series shall mean the indenture trustee with respect to the Securities of such series. "INTEREST" means, when used with respect to non-interest bearing Securities, interest payable after maturity. "ISSUER" means (except as otherwise provided in Article 6) Great Wolf Resorts, Inc., a Delaware corporation, and, subject to Article 9, its successors and assigns. "ISSUER ORDER" means a written statement, request or order of the Issuer signed in its name by any one of the following: the Chairman of the Board, the Chief Executive Officer, the President, an Executive Vice President, the Chief Financial Officer, the General Counsel, or the Treasurer, or any other person authorized by the Board of Directors to execute any such written statement, request or order. "JUDGMENT CURRENCY" shall have the meaning set forth in Section 11.12. 4 "OFFICER'S CERTIFICATE" means a certificate (i) signed by any one of the following: the Chairman of the Board, the Chief Executive Officer, the President, an Executive Vice President, the Chief Financial Officer, the General Counsel, or the Treasurer, or any other person authorized by the Board of Directors to execute any such certificate and (ii) delivered to the Indenture Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 11.05. "OPINION OF COUNSEL" means an opinion or opinions in writing signed by legal counsel who may be an employee of or counsel to the Issuer and who shall be satisfactory to the Indenture Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 11.05. "ORIGINAL ISSUE DATE" of any Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution. "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 5.01. "OUTSTANDING" when used with reference to Securities, shall, subject to the provisions of Section 7.04, mean, as of any particular time, all Securities authenticated and delivered by the Indenture Trustee under this Indenture, except (a) Securities theretofore cancelled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation; (b) Securities, or portions thereof, for the payment or redemption of which moneys or U.S. Government Obligations (as provided for in Section 10.01) in the necessary amount shall have been deposited in trust with the Indenture Trustee or with any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the Holders of such Securities (if the Issuer shall act as its own paying agent), provided that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Indenture Trustee shall have been made for giving such notice; and (c) Securities which shall have been paid or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.09 (except with respect to any such Security as to which proof satisfactory to the Indenture Trustee is presented that such Security is held by a person in whose hands such Security is a legal, valid and binding obligation of the Issuer). 5 In determining whether the Holders of the requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.01. "PERIODIC OFFERING" means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities. "PERSON" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "PRINCIPAL" whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to include "and premium, if any". "RECORD DATE" shall have the meaning set forth in Section 2.07. "REDEMPTION NOTICE PERIOD" shall have the meaning set forth in Section 12.02. "REGISTERED GLOBAL SECURITY" means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance with Section 2.04, and bearing the legend prescribed in Section 2.04. "REGISTERED SECURITY" means any Security registered on the Security register of the Issuer. "REQUIRED CURRENCY" shall have the meaning set forth in Section 11.12. "RESPONSIBLE OFFICER" when used with respect to the Indenture Trustee means the chairman of the board of directors, any vice chairman of the board of directors, the chairman of the trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the president, any vice president, (whether or not designated by numbers or words added before or after the title "vice president") the cashier, the secretary, the treasurer, any trust officer, any assistant trust officer, any assistant vice president, any assistant cashier, any assistant secretary, any assistant treasurer, any financial services officer, or any other officer or assistant officer of the Indenture Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject. 6 "SECURITIES ACT OF 1933" means the Securities Act of 1933, as amended, and the rules of the Commission relating thereto. "SECURITIES EXCHANGE ACT OF 1934" means the Securities Exchange Act of 1934, as amended, and the rules of the Commission relating thereto. "SECURITY" or "SECURITIES" has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered under this Indenture. "SENIOR INDEBTEDNESS" means (i) obligations (other than non-recourse obligations, the Securities, the Existing Junior Subordinated Debentures or any other obligations specifically designated as being subordinate in right of payment to Senior Indebtedness) of, or guaranteed or assumed by, the Issuer for borrowed money or evidenced by bonds, debentures, notes or similar instruments, and amendments, renewals, extensions, modifications and refundings of any of such indebtedness or of such obligations, (ii) capitalized lease obligations of the Issuer, (iii) obligations of the Issuer issued or assumed as the deferred purchase price of property, (iv) obligations of the Issuer in respect of interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements and (v) all obligations of the type referred to in clauses (i) through (iv) of other Persons which the Issuer has guaranteed or is responsible or liable for as obligor or otherwise. "TRUST AGREEMENT" means, with respect to a GW Capital Trust, the Amended and Restated Declaration of Trust of such trust. "TRUST INDENTURE ACT OF 1939" means the Trust Indenture Act of 1939, as amended, and the rules of the Commission relating thereto. "TRUST PREFERRED SECURITIES" means, with respect to a GW Capital Trust, the undivided beneficial interests in the assets of such trust that rank pari passu with the Common Securities issued by such trust; provided, that if a Default has occurred and is continuing, the rights of holders of such Common Securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of such Trust Preferred Securities. "TRUST PREFERRED SECURITIES GUARANTEE" means, with respect to a GW Capital Trust, any Guarantee that the Guarantor enters into with Wilmington Trust Company or any other Person that operates directly or indirectly for the benefit of holders of the Trust Preferred Securities of such trust. "TRUST SECURITIES" means, with respect to a GW Capital Trust, the Common Securities and the Trust Preferred Securities issued by such trust. 7 "TRUST SECURITIES GUARANTEE" means, with respect to a GW Capital Trust, the Common Securities Guarantee and the Trust Preferred Securities Guarantee covering the Common Securities and the Trust Preferred Securities, respectively, of such trust. "UNREGISTERED SECURITY" means any Security other than a Registered Security. "U.S. GOVERNMENT OBLIGATIONS" shall have the meaning set forth in Section 10.01(a). "YIELD TO MATURITY" means the yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with accepted financial practice. ARTICLE 2 SECURITIES Section 2.01. Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any. Section 2.02. Form of Indenture Trustee's Certificate of Authentication. The Indenture Trustee's certificate of authentication on all Securities shall be in substantially the following form: "This is one of the Securities referred to in the within-mentioned Junior Subordinated Indenture. 8 ____________________________________ as Indenture Trustee Dated: By: __________________________ ________________________________ Authorized Signatory If at any time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Indenture Trustee's Certificate of Authentication to be borne by the Securities of each such series shall be substantially as follows: "This is one of the Securities referred to in the within-mentioned Junior Subordinated Indenture. ____________________________________ as Authenticating Agent Dated: By: __________________________ ________________________________ Authorized Signatory Section 2.03 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to the extent and in the manner set forth in Article 13, to all Senior Indebtedness of the Issuer. There shall be established in or pursuant to one or more Board Resolutions (and, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officer's Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, (a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series; (b) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.08, 2.09, 2.11, 8.05 or 12.03); (c) if other than Dollars, the coin or currency in which the Securities of that series are denominated (including, but not limited to, any Foreign Currency); (d) the date or dates on which the principal of the Securities of the series is payable and any provisions for the advancement of any such date; 9 (e) the rate or rates at which the Securities of the series shall bear interest, if any, the rate or rates and extent to which Additional Interest, if any, shall be payable in respect of any Securities of such series, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined; (f) the place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided in Section 3.02), the place or places where the Securities of the series may be presented for registration of transfer or exchange and the place or places where notices and demands to or upon the Issuer in respect of the Securities of the series may be made; (g) any provisions relating to the deferral of interest payments on the Securities of the series at the option of the Issuer or otherwise; (h) the right, if any, of the Issuer to redeem Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and conditions, including the Redemption Notice Period, upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise; (i) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods within which and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (j) any securities exchange or quotation system on which the Securities of the series may be listed or quoted, as applicable; (k) if other than denominations of $25 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; (l) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof; (m) if other than the coin or currency in which the Securities of that series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of such series shall be payable; (n) if the Securities of a series may be converted into or exchanged for stock or other securities of the Issuer or other entities, the terms upon which such series may be converted or exchanged, any specific terms relating to the adjustment thereof and the period during which such Securities may be so converted or exchanged; 10 (o) if the principal of or interest on the Securities of such series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made; (p) if the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined; (q) whether the Securities of the series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided in Section 2.08. the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa; (r) whether and under what circumstances the Issuer will pay any additional amounts ("ADDITIONAL SUMS") on the Securities of the series held by a person who is not a U.S. person or held in a GW Capital Trust in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities rather than pay such Additional Sums; (s) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions; (t) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series; (u) any additions, modifications or deletions in the Defaults, Events of Default or covenants of the Issuer set forth herein with respect to the Securities of such series; and (v) any other terms of the series. The Board Resolutions, supplemental indenture or Officer's Certificate establishing the terms of a series of Securities hereunder shall, for all purposes, be considered a part of this Indenture and shall be deemed to be incorporated by reference in it. For purposes of this Indenture, references to a "INDENTURE" shall also mean an Officer's Certificate or Board Resolutions, as the case may be. All Securities of any one series and Coupons, if any, appertaining thereto, shall be substantially identical, except in the case of Registered Securities as to denomination and 11 except as may otherwise be provided by or pursuant to the Board Resolution or Officer's Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in any such indenture supplemental hereto. Section 2.04 Authentication and Delivery of Securities. The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Indenture Trustee for authentication together with the applicable documents referred to below in this Section, the Indenture Trustee shall thereupon authenticate and deliver such Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Indenture Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms of the Securities of such series and Coupons, if any, appertaining thereto (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Indenture Trustee shall be entitled to receive (in the case of subparagraphs (b), (c) and (d) below only at or before the time of the first request of the Issuer to the Indenture Trustee to authenticate Securities of such series) and (subject to Section 6.01) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked: (a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Indenture Trustee prior to the delivery to the Indenture Trustee of such Securities for authentication and delivery, (ii) the Indenture Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Indenture Trustee as may be specified from time to time by an Issuer Order, (iii) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such series (including Redemption Notice Periods) shall be determined by an Issuer Order or pursuant to such procedures and (iv) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; 12 (b) any Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities and Coupons, if any, were established; (c) an Officer's Certificate setting forth the form or forms and terms of the Securities and Coupons, if any, stating that the form or forms and terms of the Securities and Coupons, if any, have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Indenture Trustee may reasonably request; and (d) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (i) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the terms of this Indenture; (ii) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the terms of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with the terms of this Indenture, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the terms of this Indenture; (iii) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will have been duly issued under this Indenture and will be valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, and will be entitled to the benefits of this Indenture; (iv) no consent, approval, authorization, order, registration or qualification of or with any federal, New York or Wisconsin governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation Law, or, to such counsel's knowledge, any federal, New York or Wisconsin court or any Delaware court acting pursuant to the Delaware General Corporation Law is required for the issuance or sale of the Securities and Coupons, if any, by the Issuer; and (v) the issuance and sale of the Securities and Coupons, if any, by the Issuer will not breach or result in a default under, (a) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument identified on an attached schedule furnished to such counsel by the Issuer and which the Issuer 13 has represented lists all material agreements and instruments to which it or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject, (b) the certificate of incorporation or by-laws of the Issuer or (c) any federal, New York or Wisconsin statute or the Delaware General Corporation Law or any rule or regulation that has been issued pursuant to any federal, New York or Wisconsin statute or the Delaware General Corporation Law or any order known to us issued pursuant to any federal, New York or Wisconsin statute or the Delaware General Corporation Law by any court or governmental agency or body having jurisdiction over the Issuer or any of its subsidiaries or any of their properties, except, in the case of clauses (a) and (c), as would not, individually or in the aggregate, have a material adverse effect. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. The Indenture Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Indenture Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Indenture Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Indenture Trustee to personal liability to existing Holders or would affect the Indenture Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Indenture Trustee to such Depositary or pursuant to such Depositary's instructions 14 and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. Section 2.05. Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Issuer by one of the following: the Chairman of the Board, the Chief Executive Officer, the President, an Executive Vice President, the Chief Financial Officer, the General Counsel or the Treasurer, or any other person authorized by the Board of Directors to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the present or any future such officers. Minor errors or defects in any such reproduction of any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. In case any officer of the Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before the Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Indenture Trustee or disposed of by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security or Coupon had not ceased to be such officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security or Coupon, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer. Section 2.06. Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Indenture Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled to the benefits of this Indenture or shall be valid and obligatory for any purpose until the certificate of authentication on the Security to which such Coupon appertains shall have been duly executed by the Indenture Trustee. The execution of such certificate by the Indenture Trustee upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. 15 Section 2.07. Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered Securities or Unregistered Securities in denominations established as contemplated by Section 2.03 or, with respect to the Registered Securities of any series, if not so established, in denominations of $1,000 and any integral multiple thereof. If denominations of Unregistered Securities of any series are not so established, such Securities shall be issuable in denominations of $1,000 and $5,000. The Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the same may determine with the approval of the Indenture Trustee, as evidenced by the execution and authentication thereof. Each Registered Security shall be dated the date of its authentication. Each Unregistered Security shall be dated as provided in the resolution or resolutions of the Board of Directors of the Issuer referred to in Section 2.03. The Securities of each series shall bear interest, if any, from the date, and such interest shall be payable on the dates, established as contemplated by Section 2.03. The Person in whose name any Registered Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the Persons in whose names Outstanding Registered Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of Registered Securities not less than 15 days preceding such subsequent record date. The term "RECORD DATE" as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Registered Securities of such series established as contemplated by Section 2.03, or, if no such date is so established, the 15th calendar day, whether or not a Business Day, before the applicable payment date. Section 2.08 Registration, Transfer and Exchange. The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection by the Indenture Trustee. 16 Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. Unregistered Securities (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery. At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02 or as specified pursuant to Section 2.03 with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Unless otherwise specified pursuant to Section 2.03, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Indenture Trustee and the Indenture Trustee will deliver a certificate of disposition thereof to the Issuer. 17 All Registered Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Indenture Trustee duly executed by the Holder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed. Notwithstanding any other provision of this Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Indenture Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such 18 event the Issuer will execute, and the Indenture Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, without service charge, (a) to the Person specified by such Depositary a new Registered Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Registered Global Security; and (b) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause (a) above. Upon the exchange of a Registered Global Security for Securities in definitive registered form without coupons, in authorized denominations, such Registered Global Security shall be cancelled by the Indenture Trustee or an agent of the Issuer or the Indenture Trustee. Securities in definitive registered form without coupons issued in exchange for a Registered Global Security pursuant to this Section 2.08 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Indenture Trustee or an agent of the Issuer or the Indenture Trustee. The Indenture Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered. All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Notwithstanding anything herein or in the terms of any series of Securities to the contrary, none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee (any of which, other than the Issuer, shall rely on an Officer's Certificate and an Opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse Federal income tax consequences to the Issuer (such as, for example, the inability of the Issuer to 19 deduct from its income, as computed for Federal income tax purposes, the interest payable on the Unregistered Securities) under then applicable United States Federal income tax laws. Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security or any Coupon appertaining to any Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the Indenture Trustee shall authenticate and deliver a new Security of the same series, maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen with Coupons corresponding to the Coupons appertaining to the Securities so mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution for the Security to which such mutilated, defaced, destroyed, lost or stolen Coupon appertained, with Coupons appertaining thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the applicant for a substitute Security or Coupon shall furnish to the Issuer and to the Indenture Trustee and any agent of the Issuer or the Indenture Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership thereof and in the case of mutilation or defacement shall surrender the Security and related Coupons to the Indenture Trustee or such agent. Upon the issuance of any substitute Security or Coupon, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Indenture Trustee or its agent) connected therewith. In case any Security or Coupon which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Security, pay or authorize the payment of the same or the relevant Coupon (without surrender thereof except in the case of a mutilated or defaced Security or Coupon), if the applicant for such payment shall furnish to the Issuer and to the Indenture Trustee and any agent of the Issuer or the Indenture Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Indenture Trustee and any agent of the Issuer or the Indenture Trustee evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership thereof. Every substitute Security or Coupon of any series issued pursuant to the provisions of this Section by virtue of the fact that any such Security or Coupon is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security or Coupon shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with 20 any and all other Securities or Coupons of such series duly authenticated and delivered hereunder. All Securities and Coupons shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and Coupons and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. Section 2.10. Cancellation of Securities; Disposition Thereof. All Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Indenture Trustee or any agent of the Indenture Trustee, shall be delivered to the Indenture Trustee or its agent for cancellation or, if surrendered to the Indenture Trustee, shall be cancelled by it; and no Securities or Coupons shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Indenture Trustee or its agent shall return such cancelled Securities and Coupons held by it to the Issuer. If the Issuer or its agent shall acquire any of the Securities or Coupons, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities or Coupons unless and until the same are delivered to the Indenture Trustee or its agent for cancellation. Section 2.11. Temporary Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Indenture Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Indenture Trustee). Temporary Securities of any series shall be issuable as Registered Securities without coupons, or as Unregistered Securities with or without coupons attached thereto, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Issuer with the concurrence of the Indenture Trustee as evidenced by the execution and authentication thereof. Temporary Securities may contain such references to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the Indenture Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series and thereupon temporary Registered Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.02 and, in the case of Unregistered Securities, at any agency maintained by the Issuer for such purpose as specified pursuant to Section 2.03, and the Indenture Trustee shall authenticate and deliver in exchange for such temporary Securities of such series an equal aggregate principal amount of definitive Securities of the same series having authorized denominations and, in the case of Unregistered 21 Securities, having attached thereto any appropriate Coupons. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series, unless otherwise established pursuant to Section 2.03. The provisions of this Section are subject to any restrictions or limitations on the issue and delivery of temporary Unregistered Securities of any series that may be established pursuant to Section 2.03 (including any provision that Unregistered Securities of such series initially be issued in the form of a single global Unregistered Security to be delivered to a depositary or agency located outside the United States and the procedures pursuant to which definitive or global Unregistered Securities of such series would be issued in exchange for such temporary global Unregistered Security). ARTICLE 3 COVENANTS OF THE ISSUER Section 3.01. Payment of Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together with any additional amounts payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the manner provided in such Securities and in the Coupons, if any, appertaining thereto and in this Indenture. The interest on Securities with Coupons attached (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. If any temporary Unregistered Security provides that interest thereon may be paid while such Security is in temporary form, the interest on any such temporary Unregistered Security (together with any additional amounts payable pursuant to the terms of such Security) shall be paid, as to the installments of interest evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Securities for notation thereon of the payment of such interest, in each case subject to any restrictions that may be established pursuant to Section 2.03. The interest on Registered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only to or upon the written order of the Holders thereof and, at the option of the Issuer, may be paid by wire transfer or by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the registry books of the Issuer; provided, however, that, if the Securities of such series are held by a GW Capital Trust or a trustee of such trust and a holder of a Trust Preferred Security of such trust brings a successful Direct Action with respect to any interest payable on such Securities, such interest will be payable directly to such holder. In such event, the Issuer will have the right to set-off such payment to such holder against its obligation to pay interest on such Securities to such GW Capital Trust. Section 3.02 . Offices for Payments, etc. So long as any Registered Securities are authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer 22 will maintain in Wilmington, Delaware, an office or agency where the Registered Securities of each series may be presented for payment, where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.03 and where the Registered Securities of each series may be presented for registration of transfer as in this Indenture provided. The Issuer initially appoints the Corporate Trust Office of the Indenture Trustee in Wilmington, Delaware, as its agency for the foregoing purposes. The Issuer may subsequently appoint a different office or agency of the Issuer in Wilmington, Delaware. The Issuer further initially appoints the Indenture Trustee at said Corporate Trust Office as Security registrar for each series of Securities. The Issuer will have the right to remove and replace from time to time the Security registrar for any series of Securities; provided that no such removal or replacement will be effective until a successor Security registrar with respect to such series of Securities has been appointed by the Issuer and has accepted such appointment. The Issuer will maintain in Wilmington, Delaware, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or this Indenture may be served. The Issuer will give to the Indenture Trustee written notice of the location of each such office or agency and of any change of location thereof. In case the Issuer shall fail to maintain any agency required by this Section to be located in Wilmington, Delaware, or shall fail to give such notice of the location or of any change in the location of any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Indenture Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Registered Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Indenture Trustee prompt written notice of any such designation or rescission thereof. Section 3.03. Appointment to Fill a Vacancy in Office of Indenture Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Indenture Trustee, will appoint, in the manner provided in Section 6.10, an Indenture Trustee, so that there shall at all times be an Indenture Trustee with respect to each series of Securities hereunder. 23 Section 3.04. Paying Agents. Whenever the Issuer shall appoint a paying agent other than the Indenture Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Indenture Trustee an instrument in which such agent shall agree with the Indenture Trustee, subject to the provisions of this Section, (a) that it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the Holders of the Securities of such series, or Coupons appertaining thereto, if any, or of the Indenture Trustee, (b) that it will give the Indenture Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment of the principal of or interest on the Securities of such series when the same shall be due and payable, and (c) that it will pay any such sums so held in trust by it to the Indenture Trustee upon the Indenture Trustee's written request at any time during the continuance of the failure referred to in clause (b) above. The Issuer will, on or prior to each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Indenture Trustee) the Issuer will promptly notify the Indenture Trustee of any failure to take such action. If the Issuer shall act as its own paying agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series or the Coupons appertaining thereto a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Indenture Trustee of any failure to take such action. Anything in this Section to the contrary notwithstanding, but subject to Section 10.01 and to the terms of any series of Securities, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Indenture Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Indenture Trustee upon the trusts herein contained. Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 10.03 and 11.04. 24 Section 3.05. Written Statement to Indenture Trustee. The Issuer will furnish to the Indenture Trustee on or before March 31 in each year (beginning with March 31, 2007) a brief certificate (which need not comply with Section 11.05) from the principal executive, financial or accounting officer of the Issuer stating that in the course of the performance by the signer of his duties as an officer of the Issuer he would normally have knowledge of any default or non-compliance by the Issuer in the performance of any covenants or conditions contained in this Indenture, stating whether or not he has knowledge of any such default or non-compliance and, if so, specifying each such default or non-compliance of which the signer has knowledge and the nature thereof. Article 4 SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE INDENTURE TRUSTEE Section 4.01. Issuer to Furnish Indenture Trustee Information as to Names and Addresses of Securityholders. If and so long as the Indenture Trustee shall not be the Security registrar for the Securities of any series, the Issuer and any other obligor on the Securities will furnish or cause to be furnished to the Indenture Trustee a list in such form as the Indenture Trustee may reasonably require of the names and addresses of the Holders of the Registered Securities of such series pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than 15 days after each record date for the payment of interest on such Registered Securities, as hereinabove specified, as of such record date and on dates to be determined pursuant to Section 2.03 for non-interest bearing Registered Securities in each year, and (b) at such other times as the Indenture Trustee may request in writing, within thirty days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished. Section 4.02. Preservation and Disclosure of Securityholders Lists. This Section intentionally left blank. Section 4.03. Reports by the Issuer. The Issuer covenants to file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports that the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section 314 of the Trust Indenture Act of 1939. Section 4.04. Reports by the Indenture Trustee. Any Indenture Trustee's report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before May 15 in each year beginning May 15, 2007, as provided in Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Indenture Trustee no more than 60 days prior thereto. 25 Article 5 REMEDIES OF THE INDENTURE TRUSTEE AND SECURITYHOLDERS IN DEFAULT OR EVENT OF DEFAULT Section 5.01. Event of Default Defined; Acceleration of Maturity; Waiver of Event of Default. "EVENT OF DEFAULT" with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) unless it is specifically deleted or modified in the supplemental indenture, if any, under which such series of Securities is issued: (a) failure to pay in full the interest accrued on any Securities of such series upon the conclusion of an extension of the interest payment period of six consecutive quarters and continuance of that failure for a period of 30 days; or (b) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (c) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or (d) any other Event of Default provided in the supplemental indenture under which such series of Securities is issued or in the form of Security for such series. If an Event of Default described in clause (a) or (d) (if the Event of Default under clause (a) or (d) is with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Indenture Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of each such affected series then Outstanding hereunder (voting as a single class) or, if the Securities of such series are held by a GW Capital Trust or a trustee of such trust and should the Indenture Trustee or such Holders of the Outstanding Securities fail to make the declaration referred to below, the holders of at least 25% in aggregate liquidation amount of the outstanding Trust Preferred Securities of such trust (voting as a 26 separate class) or the Property Trustee (as defined in the Trust Agreement), by notice in writing to the Issuer (and to the Indenture Trustee if given by Securityholders, the holders of Trust Preferred Securities or the Property Trustee (as defined in the Trust Agreement)), may declare the entire principal (or, if any of the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of all Securities of all such affected series or of such series held by a GW Capital Trust, as the case may be, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately due and payable. If an Event of Default described in clause (b), (c) or (d) (if the Event of Default under clause (d) is with respect to all series of Securities then Outstanding) occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become due and payable, either the Indenture Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), or, if the Securities of any such series are held by a GW Capital Trust or a trustee of such trust and should the Indenture Trustee or such Holders of the Outstanding Securities fail to make the declaration referred to below, the holders of at least 25% in aggregate liquidation amount of the outstanding Trust Preferred Securities of such trust (treated as a separate class) or the Property Trustee (as defined in the Trust Agreement), by notice in writing to the Issuer (and to the Indenture Trustee if given by Securityholders, the holders of Trust Preferred Securities or the Property Trustee (as defined in the Trust Agreement)), may declare the entire principal (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then Outstanding or of such series held by a GW Capital Trust, as the case may be, and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Indenture Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of each such series (or of all the Securities, as the case may be) and the principal of any and all Securities of each such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Indenture Trustee 27 and each predecessor Indenture Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and if any and all Defaults under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein then and in every such case the Holders of a majority in aggregate principal amount of all the Securities of each such series or of all the Securities then Outstanding, in each case voting as a single class (except that each such series of Securities held by a GW Capital Trust shall vote as a separate class), by written notice to the Issuer and to the Indenture Trustee, may waive all Defaults with respect to each such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or shall impair any right consequent thereon; provided however, that if the Securities of such series are held by a GW Capital Trust or a trustee of such trust, (i) such waiver or rescission and annulment shall not be effective until the holders of a majority in aggregate liquidation amount of the Trust Preferred Securities of such trust shall have consented to such waiver or rescission and annulment and (ii) should the Holders of the Securities of such series fail to waive such Defaults and rescind and annul such declaration and its consequences, the holders of a majority in aggregate liquidation amount of the Trust Preferred Securities of such trust shall have such right. If the Securities of a series are held by a GW Capital Trust or a trustee of such trust and an Event of Default or Default has occurred and is continuing and such event is attributable to the failure of the Issuer to pay any amounts payable in respect of such Securities on the date such amounts are otherwise payable, a holder of Trust Preferred Securities of such trust may institute a Direct Action. If the Issuer makes any payment to a holder of such Trust Preferred Securities as a result of a Direct Action, the Issuer will have the right to set-off any such payment against its obligation to make any corresponding payment to such GW Capital Trust on such Securities. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. Section 5.02. Collection of Indebtedness by Indenture Trustee; Indenture Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a 28 period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities of such series or upon any redemption or by declaration or otherwise then upon demand of the Indenture Trustee, the Issuer will pay to the Indenture Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all Securities of such series, and such Coupons, for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of its negligence or bad faith. Until such demand is made by the Indenture Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the Holders, whether or not the Securities of such series be overdue. In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon the Securities and collect in the manner provided by law out of the property of the Issuer or other obligor upon the Securities, wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Bankruptcy Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such 29 portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor, (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Indenture Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series or Coupons appertaining to such Securities, may be enforced by the Indenture Trustee without the possession of any of the Securities of such series or Coupons appertaining to such Securities or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the 30 Securities or Coupons appertaining to such Securities in respect of which such action was taken. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Securities or Coupons appertaining to such Securities in respect to which such action was taken and it shall not be necessary to make any Holders of such Securities or Coupons appertaining to such Securities parties to any such proceedings. Section 5.03. Applications of Proceeds. Any moneys collected by the Indenture Trustee pursuant to this Article in respect of any series shall, subject to the subordination provisions hereof, be applied in the following order at the date or dates fixed by the Indenture Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the several Securities and Coupons appertaining to such Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of costs and expenses applicable to such series in respect of which moneys have been collected, including reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith; SECOND: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Indenture Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; THIRD: In case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Indenture Trustee) upon overdue 31 installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to Maturity; and FOURTH: To the payment of the remainder, if any, to the Issuer or any other person lawfully entitled thereto. Section 5.04. Suits for Enforcement. In case a Default has occurred, has not been waived and is continuing, the Indenture Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Indenture Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Indenture Trustee by this Indenture or by law. Section 5.05. Restoration of Rights on Abandonment of Proceedings. In case the Indenture Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Indenture Trustee, then and in every such case the Issuer and the Indenture Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Indenture Trustee and the Securityholders and any rights of holders of Trust Preferred Securities to institute a Direct Action shall continue as though no such proceedings had been taken. Section 5.06. Limitations on Suits by Securityholder; Default Defined. No Holder of any Security of any series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Indenture Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Securities of each affected series then Outstanding (treated as a single class) shall have made written request upon the Indenture Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Indenture Trustee such reasonable indemnity as it may require 32 against the costs, expenses and liabilities to be incurred therein or thereby and the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Indenture Trustee pursuant to Section 5.09; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security or Coupon with every other taker and Holder and the Indenture Trustee, that no one or more Holders of Securities of any series or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities or Coupons appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable series and Coupons appertaining to such Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. "DEFAULT" with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) unless it is specifically deleted or modified in the supplemental indenture, if any, under which such series of Securities is issued: (a) default in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; provided, however, that a valid extension of an interest payment period in accordance with the terms of the Securities of such series shall not constitute a default in the payment of interest for this purpose; or (b) default in the payment of all or any part of the principal on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon any redemption, by declaration or otherwise; or (c) failure on the part of the Issuer duly to observe or perform any other of the covenants or agreements on the part of the Issuer in the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance or breach of which is elsewhere in this Section or in Section 5.01 specifically dealt with) or contained in this Indenture for a period of 60 days after the date on which written notice specifying such failure, stating that such notice is a "NOTICE OF DEFAULT" hereunder and demanding that the Issuer remedy the same, shall have been given by registered or certified mail, return receipt requested, to the Issuer by the Indenture Trustee, or to the Issuer and the Indenture Trustee by the holders of at least 25% in aggregate principal amount of the Outstanding Securities of all series affected 33 thereby and, if the Securities of such series are held by a GW Capital Trust or a trustee of such trust and should the Indenture Trustee or such Holders of the Outstanding Securities fail to give such notice, the holders of at least 25% in aggregate liquidation amount of the outstanding Trust Preferred Securities of such trust shall have the right to give such notice; or (d) an Event of Default with respect to such series specified in Section 5.01; or (e) any other Default provided in the supplemental indenture under which such series of Securities is issued or in the form of Security for such series. Section 5.07. Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Security, the right of any Holder of any Security or Coupon to receive payment of the principal of and interest on such Security or Coupon on or after the respective due dates expressed in such Security or Coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; provided however, that if a series of Securities is held by a GW Capital Trust, the Holder of such Securities shall not give such consent without the consent of each holder of the Trust Preferred Securities of such trust. Notwithstanding the foregoing, nothing in this Section shall be deemed to impair the right of any holder of Trust Preferred Securities to institute a Direct Action. Section 5.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default; Restoration of Rights and Remedies. Except as provided in Section 5.06, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Holders of Securities or Coupons or to holders of the Trust Preferred Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of the Indenture Trustee or of any Holder of Securities or Coupons or of any holder of Trust Preferred Securities to exercise any right or power accruing upon any Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein; and, subject to Section 5.06 every power and remedy given by this Indenture or by law to the Indenture Trustee or to the Holders of Securities or Coupons or to holders of Trust Preferred Securities may be exercised from time to time, and as often as shall be deemed expedient, by the Indenture Trustee or by the Holders of Securities or Coupons or by the holders of Trust Preferred Securities. If the Indenture Trustee, any Holder or any holder of Trust Preferred Securities has instituted any proceeding to enforce any right or remedy under this Indenture and 34 such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee, such Holder or such holder of Trust Preferred Securities, then and in every case the Company, the Indenture Trustee, the Holders and such holder of Trust Preferred Securities shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee, the Holders and the holders of Trust Preferred Securities shall continue as though no such proceeding had been instituted. Section 5.09. Control by Holders of Securities. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 6.01) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Indenture Trustee shall determine that the action or proceedings so directed would involve the Indenture Trustee in personal liability or if the Indenture Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 6.01) the Indenture Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. Nothing in this Indenture shall impair the right of the Indenture Trustee in its discretion to take any action deemed proper by the Indenture Trustee and which is not inconsistent with such direction or directions by Securityholders. Section 5.10. Waiver of Past Defaults. Prior to the acceleration of the maturity of any Securities as provided in Section 5.01, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding with respect to which a Default shall have occurred and be continuing (voting as a single class) may on behalf of the Holders of all such Securities waive any past Default and its consequences, except a Default in the payment of principal or interest (unless such Default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Indenture Trustee) or a Default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected; provided, that if the Securities of such series are held by a GW Capital Trust or a trustee of such trust, such waiver shall not be effective as to such Securities unless the holders of at least a majority 35 in aggregate liquidation amount of the Trust Preferred Securities of such trust shall have consented to such waiver; provided further, that if the consent of the Holder of each Outstanding Security of such series is required, such waiver shall not be effective unless each holder of the Trust Preferred Securities of such trust shall have consented to such waiver. In the case of any such waiver, the Issuer, the Indenture Trustee, the Holders of all such Securities and the holders of any Trust Preferred Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Default or Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Section 5.11. Indenture Trustee to Give Notice of Default, But May Withhold in Certain Circumstances. The Indenture Trustee shall, within ninety days after the occurrence of a default with respect to the Securities of any series, give notice of all defaults with respect to that series known to the Indenture Trustee (a) if any Unregistered Securities of that series are then Outstanding, to the Holders thereof, by publication at least once in an Authorized Newspaper and (b) by mail to all Holders of Registered Securities of such series and to such other Holders of Securities as have, within two years preceding such transmission, filed their names and addresses with the Indenture Trustee for that purpose, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the term "DEFAULTS" for the purpose of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become, a Default or Event of Default); provided that, except in the case of default in the payment of the principal of or interest on any of the Securities of such series, or in the payment of any sinking fund installment on such series, the Indenture Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors or trustees and/or Responsible Officers of the Indenture Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of such series. Section 5.12. Right of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Security or Coupon by his acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Indenture Trustee, to any suit instituted by any Securityholder or group of Securityholders of any 36 series holding in the aggregate more than 10% in aggregate principal amount of the Securities of such series, or, in the case of any suit relating to or arising under clause (d) of Section 5.01 or clause (c) or (e) of Section 5.06 (if the suit relates to Securities of more than one but less than all series), 10% in aggregate principal amount of Securities then Outstanding and affected thereby, or in the case of any suit relating to or arising under clause (b) or (c) of Section 5.01, 10% in aggregate principal amount of all Securities then Outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest (including any Additional Interest) on any Security on or after the due date expressed in such Security or any date fixed for redemption. Article 6 CONCERNING THE INDENTURE TRUSTEE Section 6.01. Duties and Responsibilities of the Indenture Trustee; During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Indenture Trustee, prior to the occurrence of a Default with respect to the Securities of a particular series and after the curing or waiving of all Defaults which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case a Default with respect to the Securities of a series has occurred (which has not been cured or waived), the Indenture Trustee shall exercise with respect to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that (a) prior to the occurrence of a Default with respect to the Securities of any series and after the curing or waiving of all such Defaults with respect to such series which may have occurred: (i) the duties and obligations of the Indenture Trustee with respect to the Securities of any series shall be determined solely by the express provisions of this Indenture, and the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of 37 this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (c) the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture. None of the provisions contained in this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. The provisions of this Section 6.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939. Section 6.02. Certain Rights of the Indenture Trustee. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 6.01: (a) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Indenture Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer; (c) the Indenture Trustee may consult with counsel and any written advice or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; 38 (d) the Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Indenture Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of a Default hereunder and after the curing or waiving of all Defaults, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Indenture Trustee or any predecessor Indenture Trustee, shall be repaid by the Issuer upon demand; and (g) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder. Section 6.03. Indenture Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Indenture Trustee's certificates of authentication, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for the correctness of the same. The Indenture Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities or Coupons. The Indenture Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof. Section 6.04. Indenture Trustee and Agents May Hold Securities or Coupons; Collections, etc. The Indenture Trustee or any agent of the Issuer or the Indenture Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons with the same rights it would have if it were not the Indenture 39 Trustee or such agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Indenture Trustee or such agent. Section 6.05. Moneys Held by Indenture Trustee. Subject to the provisions of Section 10.04 hereof, all moneys received by the Indenture Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. Neither the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be under any liability for interest on any moneys received by it hereunder. Section 6.06. Compensation and Indemnification of Indenture Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Indenture Trustee from time to time, and the Indenture Trustee shall be entitled to, such compensation as the parties shall agree in writing from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Indenture Trustee and each predecessor Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer also covenants to indemnify the Indenture Trustee and each predecessor Indenture Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in the premises. The obligations of the Issuer under this Section to compensate and indemnify the Indenture Trustee and each predecessor Indenture Trustee and to pay or reimburse the Indenture Trustee and each predecessor Indenture Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Indenture Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim. Section 6.07. Right of Indenture Trustee to Rely on Officer's Certificate, etc. Subject to Sections 6.01 and 6.02, whenever in the administration of the trusts of this Indenture the Indenture Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Indenture Trustee, be deemed to be conclusively proved and established by an Officer's Certificate delivered to the 40 Indenture Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Indenture Trustee, shall be full warrant to the Indenture Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. Section 6.08. Indentures Not Creating Potential Conflicting Interests for the Indenture Trustee. The following indenture is hereby specifically described for the purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this Indenture with respect to the Securities of any other series. Section 6.09. Persons Eligible for Appointment as Indenture Trustee. The Indenture Trustee for each series of Securities hereunder shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State or the District of Columbia having a combined capital and surplus of at least $50,000,000, and which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal, State or District of Columbia authority. Such corporation shall have its principal place of business in Wilmington, Delaware if there be such a corporation in such location willing to act upon reasonable and customary terms and conditions. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee shall resign immediately in the manner and with the effect specified in Section 6.10. The provisions of this Section 6.09 are in furtherance of and subject to Section 310(a) of the Trust Indenture Act of 1939. Section 6.10. Resignation and Removal; Appointment of Successor Trustee. (a) The Indenture Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper, (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Indenture Trustee within the two years preceding the notice at such addresses as were so furnished to the Indenture Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Indenture Trustee and one copy to 41 the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (i) the Indenture Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after written request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months; or (ii) the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 6.09 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Issuer or by any Securityholder; or (iii) the Indenture Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, the Issuer may remove the Indenture Trustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Indenture Trustee and appoint a successor trustee. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of removal, the retiring trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the 42 applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (c) The Holders of a majority in aggregate principal amount of the Securities of each series at the time outstanding may at any time remove the Indenture Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Indenture Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 7.01 of the action in that regard taken by the Securityholders. (d) Any resignation or removal of the Indenture Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11. Section 6.11. Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 10.04, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.06. If a successor trustee is appointed with respect to the Securities of one or more (but not all) series, the Issuer, the predecessor Indenture Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Indenture Trustee with respect to the Securities of any series as to which the predecessor Indenture Trustee is not retiring shall continue to be vested in the predecessor Indenture Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such 43 supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under separate indentures. No successor trustee with respect to any series of Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section 6.09. Upon acceptance of appointment by any successor trustee as provided in this Section 6.11 the Issuer shall give notice thereof (a) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized Newspaper, (b) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses with the Indenture Trustee within the two years preceding the notice, by mailing such notice to such Holders at such addresses as were so furnished to the Indenture Trustee (and the Indenture Trustee shall make such information available to the Issuer for such purpose) and (c) to the Holders of Registered Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Issuer fails to give such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Issuer. Section 6.12. Merger, Conversion, Consolidation or Succession to Business of Indenture Trustee. Any corporation into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder, provided that such corporation shall be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section 6.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case at the time such successor to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor Indenture Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the Indenture Trustee shall have; provided, that the right to adopt 44 the certificate of authentication of any predecessor Indenture Trustee or to authenticate Securities of any series in the name of any predecessor Indenture Trustee shall apply only to its successor or successors by merger, conversion or consolidation. Section 6.13. Preferential Collection of Claims Against the Issuer. This Section intentionally left blank. Section 6.14. Appointment of Authenticating Agent. As long as any Securities of a series remain Outstanding, the Indenture Trustee may, by an instrument in writing, appoint with the approval of the Issuer an authenticating agent (the "AUTHENTICATING AGENT") which shall be authorized to act on behalf of the Indenture Trustee to authenticate Securities, including Securities issued upon exchange, registration of transfer, partial redemption or pursuant to Section 2.09. Securities of each such series authenticated by such Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee. Whenever reference is made in this Indenture to the authentication and delivery of Securities of any series by the Indenture Trustee or to the Indenture Trustee's Certificate of Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent for such series and a Certificate of Authentication executed on behalf of the Indenture Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 (determined as provided in Section 6.09 with respect to the Indenture Trustee) and subject to supervision or examination by Federal or State authority. Any corporation into which any Authenticating Agent may be merged or converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent with respect to all series of Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Indenture Trustee and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14 with respect to one or more series of Securities, the Indenture Trustee shall upon receipt of an Issuer Order appoint a successor Authenticating Agent and the Issuer shall provide notice of such appointment to all Holders of Securities of such series in the manner and to the extent provided in Section 11.04. Any successor Authenticating Agent upon acceptance of its appointment 45 hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. The Issuer agrees to pay to the Authenticating Agent for such series from time to time reasonable compensation. The Authenticating Agent for the Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Indenture Trustee. Sections 6.02, 6.03, 6.04, 6.06, 6.09 and 7.03 shall be applicable to any Authenticating Agent. ARTICLE 7 CONCERNING THE SECURITYHOLDERS Section 7.01. Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series or holders of Trust Preferred Securities interested therein may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders or holders of Trust Preferred Securities in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Article. Section 7.02. Proof of Execution of Instruments and of Holding of Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument by a Securityholder or, if a series of Securities is held by a GW Capital Trust, a holder of Trust Preferred Securities or, in each case, his agent or proxy may be proved in the following manner: (a) The fact and date of the execution by any Holder or, if a series of Securities is held by a GW Capital Trust, by any holder of Trust Preferred Securities of any instrument may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the person executing such instruments acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute sufficient proof of the authority of the person executing the same. The fact of the holding by any Holder or, if a series of Securities is held by a GW Capital Trust, by any holder of Trust Preferred Securities of an Unregistered Security of any series, and the identifying number of such Security and the date of his holding the same, may be proved by the production of such Security or by a certificate executed by any trust company, bank, banker or recognized 46 securities dealer wherever situated satisfactory to the Indenture Trustee, if such certificate shall be deemed by the Indenture Trustee to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Security of such series bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more Unregistered Securities of one or more series specified therein. The holding by the person named in any such certificate of any Unregistered Securities of any series specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect of the same Securities shall be produced, or (ii) the Security of such series specified in such certificate shall be produced by some other person, or (iii) the Security of such series specified in such certificate shall have ceased to be Outstanding. Subject to Sections 6.01 and 6.02, the fact and date of the execution of any such instrument and the amount and numbers of Securities of any series held by the person so executing such instrument and the amount and numbers of any Security or Securities for such series may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Indenture Trustee for such series or in any other manner which the Indenture Trustee for such series may deem sufficient. (b) In the case of Registered Securities, the ownership of such Securities shall be proved by the Security register or by a certificate of the Security registrar. The Issuer may set a record date for purposes of determining the identity of Holders of Registered Securities or, if a series of Securities is held by a GW Capital Trust, of holders of registered Trust Preferred Securities of any series entitled to vote or consent to any action referred to in Section 7.01, which record date may be set at any time or from time to time by notice to the Indenture Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, with respect to Registered Securities of any series, only Holders of Registered Securities or, if a series of Securities is held by a GW Capital Trust, holders of registered Trust Preferred Securities of such series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent. Section 7.03. Holders to be Treated as Owners. The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may deem and treat the person in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and neither the Issuer nor the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by any notice to the contrary. The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Holder of any 47 Unregistered Security and the Holder of any Coupon or, if a series of Securities is held by a GW Capital Trust, the holder of any unregistered Trust Preferred Security as the absolute owner of such Unregistered Security or Coupon (whether or not such Unregistered Security or Coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes and neither the Issuer, the Indenture Trustee, nor any agent of the Issuer or the Indenture Trustee shall be affected by any notice to the contrary. All such payments so made to any such person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Unregistered Security or Coupon. Notwithstanding the foregoing, if the Securities of such series are held by a GW Capital Trust, nothing in this Section 7.03 shall be deemed to impair the right of any holder of Trust Preferred Securities to institute a Direct Action or to declare an Event of Default and accelerate the maturity of such series. Section 7.04. Securities Owned by Issuer Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Indenture Trustee shall be protected in relying on any such direction, consent or waiver only Securities which the Indenture Trustee knows are so owned shall be so disregarded; provided, that, if the Securities of such series are held by a GW Capital Trust or a trustee of such trust, the provisions of this Section 7.04 shall not apply. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Indenture Trustee in accordance with such advice. Upon request of the Indenture Trustee, the Issuer shall furnish to the Indenture Trustee promptly an Officer's Certificate listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02, the Indenture Trustee shall be entitled to accept such Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination. 48 Section 7.05. Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Indenture Trustee, as provided in Section 7.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security or, if any such series is held by a GW Capital Trust, any holder of a Trust Preferred Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Indenture Trustee and the Holders of all the Securities affected by such action. ARTICLE 8 SUPPLEMENTAL INDENTURES Section 8.01. Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Indenture Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 9; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Indenture Trustee shall consider to be for the protection of the Holders of Securities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which 49 period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such a Default or Event of Default or may limit the remedies available to the Indenture Trustee upon such a Default or Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such a Default or Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as the Issuer may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Securities or Coupons; (e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11. The Indenture Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 8.02. Section 8.02. Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 7) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Indenture Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series or of the Coupons appertaining to such Securities; provided, that no such supplemental indenture shall (a) extend the final maturity of any 50 Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Securities and Coupons or in accordance with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or alter the provisions of Sections 11.11 or 11.12 or impair or affect the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder, in each case without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected; and provided further, that, if the Securities of such series are held by a GW Capital Trust or a trustee of such trust, so long as any of the Trust Preferred Securities of such trust remain outstanding, no such modification may be made that materially adversely affects the holders of such Trust Preferred Securities, no termination of this Indenture may occur, and no waiver of any Event of Default or Default under this Indenture may be effective, without the prior consent of the holders of at least a majority of the aggregate liquidation amount of the outstanding Trust Preferred Securities of such trust unless and until the principal of such Securities and all accrued and unpaid interest thereon have been paid in full, and none of the modifications described in clauses (a) and (b) above may be made without the prior written consent of all the holders of Trust Preferred Securities of such GW Capital Trust. In addition, the Issuer may not amend this Indenture to remove the rights of holders of Trust Preferred Securities of a GW Capital Trust to institute a Direct Action, to remove the obligation to obtain the consent of such holders of Trust Preferred Securities in accordance with this Section or to change the percentage of Trust Preferred Securities required to amend or waive any provision of this Indenture, without the consent of all holders of the Trust Preferred Securities of such Trust; and provided further, that the Issuer shall, if then required under applicable laws, regulations or policies, seek the prior approval of the Commission or any self-regulatory organization then having jurisdiction before exercising its rights, if any, to enter into a supplemental indenture to shorten the maturity of the Securities as a result of an adverse tax event. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series, or of Coupons appertaining to such Securities, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the Coupons appertaining to such Securities. Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms or parameters for such 51 action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order) certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Indenture Trustee of evidence of the consent of the Holders of the Securities as aforesaid and other documents, if any, required by Section 7.01, the Indenture Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall give notice thereof (a) to the Holders of then Outstanding Registered Securities of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear on the Security register, (b) if any Unregistered Securities of a series affected thereby are then Outstanding, to the Holders thereof who have filed their names and addresses with the Indenture Trustee within two years preceding such notice, by mailing a notice thereof by first-class mail to such Holders at such addresses as were so furnished to the Indenture Trustee and (c) if any Unregistered Securities of a series affected thereby are then Outstanding, to all Holders thereof, by publication of a notice thereof at least once in an Authorized Newspaper, and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Section 8.03. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 8.04. Documents to be Given to Indenture Trustee. The Indenture Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Officer's Certificate and an Opinion of Counsel as conclusive evidence that any supplemental 52 indenture executed pursuant to this Article 8 complies with the applicable provisions of this Indenture. Section 8.05. Notation on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Indenture Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Indenture Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Indenture Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Indenture Trustee and delivered in exchange for the Securities of such series then Outstanding. Section 8.06. Subordination Unimpaired. This Indenture may not be amended to alter the subordination of any of the Outstanding Securities without the written consent of each holder of Senior Indebtedness then outstanding that would be adversely affected thereby. ARTICLE 9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE Section 9.01. Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer covenants that it will not merge or consolidate with any other person or sell, lease or convey all or substantially all of its assets to any other person, unless (a) either the Issuer shall be the continuing corporation, or the successor corporation or the person which acquires by sale, lease or conveyance substantially all the assets of the Issuer (if other than the Issuer) shall be a corporation organized under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume the due and punctual payment of the principal of and interest on all the Securities and Coupons, if any, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Indenture Trustee, executed and delivered to the Indenture Trustee by such corporation, and (b) the Issuer, such person or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such covenant or condition. Section 9.02. Successor Corporation Substituted. In case of any such consolidation, merger, sale, lease or conveyance, and following such an assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor corporation may cause to be signed, and may issue either in its own name or in the name 53 of the Issuer prior to such succession any or all of the Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Issuer and delivered to the Indenture Trustee; and, upon the order of such successor corporation, instead of the Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Indenture Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Indenture Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Indenture Trustee for that purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved. Section 9.03. Opinion of Counsel Delivered to Indenture Trustee. The Indenture Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture. ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS Section 10.01. Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Indenture Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be 54 determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption, and (B) the Issuer shall have irrevocably deposited or caused to be deposited with the Indenture Trustee as trust funds the entire amount in cash (other than moneys repaid by the Indenture Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. GOVERNMENT OBLIGATIONS"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to the Securities of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series and the Coupons appertaining thereto (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Indenture Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and (vi) the obligations of the Issuer under Section 3.02) and the Indenture Trustee, on demand of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture as to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this Indenture or the Securities of such series. 55 (b) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer's Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to discharge of the Indenture pursuant to the next preceding paragraph, in the case of any series of Securities the exact amounts (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (i) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series and the Coupons appertaining thereto on the 91st day after the date of the deposit referred to in clause (i) below, and the provisions of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect (except as to (A) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (B) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (C) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (D) the rights, obligations, duties and immunities of the Indenture Trustee hereunder, (E) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them and (F) the obligations of the Issuer under Section 3.02) and the Indenture Trustee, at the expense of the Issuer, shall at the Issuer's request, execute proper instruments acknowledging the same, if (i) with reference to this provision the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (ii) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which it is bound; 56 (iii) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel based on the fact that (x) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (iv) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with; (v) no event or condition shall exist that, pursuant to the provisions of Section 13.01, would prevent the Issuer from making payments of the principal of or interest on the Securities of such series and Coupons appertaining thereto on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); and (vi) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that (x) the trust funds will not be subject to any rights of holders of Senior Indebtedness, including without limitation those arising under Article 13 of this Indenture, and (y) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, except that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Issuer, no opinion is given as to the effect of such laws on the trust funds except the following: (A) assuming such trust funds remained in the Indenture Trustee's possession prior to such court ruling to the extent not paid to Holders of Securities of such series and Coupons appertaining thereto, the Indenture Trustee will hold, for the benefit of such Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise, (B) such Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used, and (C) no property, rights in property or other interests granted to the Indenture Trustee or such Holders in exchange for or with respect to any of such funds will be subject to any prior rights of holders of Senior Indebtedness, including without limitation those arising under Article 13 of this Indenture. (c) The Issuer shall be released from its obligations under Section 9.01 with respect to the Securities of any Series, and any Coupons appertaining thereto, 57 Outstanding on and after the date the conditions set forth below are satisfied (hereinafter, "COVENANT DEFEASANCE"). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of any Series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in such Section, whether directly or indirectly by reason of any reference elsewhere herein to such Section or by reason of any reference in such Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default, but the remainder of this Indenture and such Securities and Coupons shall be unaffected thereby. The following shall be the conditions to application of this subsection (c) of this Section 10.01: (i) The Issuer has irrevocably deposited or caused to be deposited with the Indenture Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Securities of such series and Coupons appertaining thereto, (A) cash in an amount, (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto and (2) any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series. (ii) No Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as subsections 5.01(b) and 5.01(c) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (iii) Such covenant defeasance shall not cause the Indenture Trustee to have a conflicting interest as defined in Section 6.08 and for purposes of the Trust Indenture Act of 1939 with respect to any securities of the Issuer. (iv) Such covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound. (v) Such covenant defeasance shall not cause any Securities then listed on any registered national securities exchange under the Securities Exchange Act of 1934, as amended, to be delisted. 58 (vi) No event or condition shall exist that, pursuant to the provisions of Section 13.01, would prevent the Issuer from making payments of the principal of or interest on the Securities of such series and Coupons appertaining thereto on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (vii) The Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and Opinion of Counsel to the effect that the Holders of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (viii) The Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the covenant defeasance contemplated by this provision have been complied with. (ix) The Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that (x) the trust funds will not be subject to any rights of holders of Senior Indebtedness, including without limitation those arising under Article 13 of this Indenture, and (y) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, except that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Issuer, no opinion is given as to the effect of such laws on the trust funds except the following: (A) assuming such trust funds remained in the Indenture Trustee's possession prior to such court ruling to the extent not paid to Holders of Securities of such series and Coupons appertaining thereto, the Indenture Trustee will hold, for the benefit of such Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise, (B) such Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used, and (C) no property, rights in property or other interests granted to the Indenture Trustee or such Holders in exchange for or with respect to any of such funds will be subject to any prior rights of holders of Senior Indebtedness, including without limitation those arising under Article 13 of this Indenture. Section 10.02. Application by Indenture Trustee of Funds Deposited for Payment of Securities. Subject to Section 10.04, all moneys deposited with the Indenture Trustee (or other trustee) pursuant to Section 10.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Securities of such series and of 59 Coupons appertaining thereto for the payment or redemption of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by law. Section 10.03. Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the Issuer, be repaid to it or paid to the Indenture Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys. Section 10.04. Return of Moneys Held by Indenture Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Indenture Trustee or any paying agent for the payment of the principal of or interest on any Security of any series or Coupons attached thereto and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the Indenture Trustee for such series or such paying agent, and the Holder of the Securities of such series and of any Coupons appertaining thereto shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Indenture Trustee or any paying agent with respect to such moneys shall thereupon cease; provided, however, that the Indenture Trustee or such paying agent, before being required to make any such repayment with respect to moneys deposited with it for any payment (a) in respect of Registered Securities of any series, shall at the expense of the Issuer, mail by first-class mail to Holders of such Securities at their addresses as they shall appear on the Security register, and (b) in respect of Unregistered Securities of any series, shall at the expense of the Issuer cause to be published once, in an Authorized Newspaper, notice, that such moneys remain and that, after a date specified therein, which shall not be less than thirty days from the date of such mailing or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. Section 10.05. Indemnity for U.S. Government Obligations. The Issuer shall pay and indemnify the Indenture Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 10.01 or the principal or interest received in respect of such obligations. 60 ARTICLE 11 MISCELLANEOUS PROVISIONS Section 11.01 . Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the Coupons appertaining thereto by the Holders thereof and as part of the consideration for the issue of the Securities and the Coupons appertaining thereto. Section 11.02 . Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons. Nothing in this Indenture, in the Securities or in the Coupons appertaining thereto, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the holders of Senior Indebtedness and the Holders of the Securities or Coupons, if any, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors, the holders of the Senior Indebtedness and the Holders of the Securities or Coupons, if any. Section 11.03 . Successors and Assigns of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the Issuer shall bind its successors and assigns, whether so expressed or not. Section 11.04 . Notices and Demands on Issuer, Indenture Trustee and Holders of Securities and Coupons. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Indenture Trustee or by the Holders of Securities or Coupons to or on the Issuer may be given or served by being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with the Indenture Trustee) to Great Wolf Resorts, Inc., 122 West Washington Avenue, Madison, Wisconsin 53703, Attention: Secretary. Any notice, direction, request or demand by the Issuer or any Holder of Securities or Coupons to or upon the Indenture Trustee shall be deemed to have been sufficiently given or served by being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address of the Indenture Trustee is filed by the Indenture Trustee with the Issuer) to Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration. 61 Where this Indenture provides for notice to Holders of Registered Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Security register. In any case where notice to such Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Indenture Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be reasonably satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice. Section 11.05 . Officer's Certificates and Opinions of Counsel; Statements to be Contained Therein. Upon any application or demand by the Issuer to the Indenture Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Indenture Trustee an Officer's Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Indenture Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same 62 are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an officer or officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with and directed to the Indenture Trustee shall contain a statement that such firm is independent. Section 11.06 . Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of interest on or principal of the Securities of any series or any Coupons appertaining thereto or the date fixed for redemption or repayment of any such Security or Coupon shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. Section 11.07 . Conflict of Any Provision of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an "incorporated provision") included in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties or incorporated provision shall control. Section 11.08 . New York Law to Govern. This Indenture and each Security and Coupon shall be governed by, and construed in accordance with, the laws of New York. Section 11.09 . Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Section 11.10 . Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 63 Section 11.11 . Securities in a Foreign Currency. Unless otherwise specified in an Officer's Certificate delivered pursuant to Section 2.03 of this Indenture with respect to a particular series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all series or all series affected by a particular action at the time Outstanding and, at such time, there are Outstanding Securities of any series which are denominated in a Foreign Currency, then the principal amount of Securities of such series which shall be deemed to be Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate. For purposes of this Section 11.11, Market Exchange Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Indenture Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question, or such other quotations as the Indenture Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Indenture Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Issuer and all Holders. Section 11.12 . Judgment Currency. The Issuer agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any series (the "REQUIRED CURRENCY") into a currency in which a judgment will be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Indenture Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Indenture Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which a final unappealable judgment is entered, and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be 64 payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close. ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING FUNDS Section 12.01 . Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.03 for Securities of such series. The Issuer covenants that it shall, if then required under applicable laws, regulations or policies, seek the prior approval of the Securities and Exchange Commission or any self-regulatory organization then having jurisdiction before redeeming any of the Securities. Section 12.02 . Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series to be redeemed as a whole or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, to such Holders of Securities of such series at their last addresses as they shall appear upon the registry books at least 30 days and not more than 60 days prior to the date fixed for redemption, or within such other redemption notice period as has been designated for any Securities of such series pursuant to Section 2.03 or Section 2.04 (the "REDEMPTION NOTICE PERIOD"). Notice of redemption to the Holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Indenture Trustee within the two years preceding such notice of redemption, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 and not more than 60 days prior to the date fixed for redemption or within any applicable Redemption Notice Period to such Holders at such addresses as were so furnished to the Indenture Trustee (and, in the case of any such notice given by the Issuer, the Indenture Trustee shall make such information available to the Issuer for such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be published in an Authorized Newspaper, in each case, once in each of three successive calendar weeks, the first publication to be not less than 30 nor more than 60 days prior to the date fixed for redemption or within any applicable Redemption Notice Period; provided that notice to Holders of Unregistered Securities held only in global form may be made, at the option of the Issuer, through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities are owned. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether 65 or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series. The notice of redemption to each such Holder shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the redemption price (or if not then ascertainable, the manner of calculation thereof), the place or places of payment, that payment will be made upon presentation and surrender of such Securities and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. The notice of redemption of Securities of any series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer's request, by the Indenture Trustee in the name and at the expense of the Issuer. Any notice of redemption may state that the redemption of the Securities of any series may be, at the Issuer's discretion, subject to the satisfaction of one or more conditions precedent. On or before the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the Indenture Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of money or other property sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. The Issuer will deliver to the Indenture Trustee at least 10 days prior to the date fixed for redemption or at least 10 days prior to the first day of any applicable Redemption Notice Period an Officer's Certificate stating the aggregate principal amount of Securities to be redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any restriction on such redemption, the Issuer shall deliver to the Indenture Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officer's Certificate stating that such restriction has been complied with. If less than all the Securities of a series are to be redeemed, the Indenture Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such Series 66 to be redeemed in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Indenture Trustee shall promptly notify the Issuer in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. Section 12.03 . Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto shall be void, and, except as provided in Sections 6.05 and 10.04, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, together with all Coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Securities with Coupons attached thereto, to the Holders of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Sections 2.03 and 2.07 hereof. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security. If any Security with Coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant Coupons maturing after the date fixed for redemption, the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Indenture Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless. 67 Upon presentation of any Security redeemed in part only, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented. Section 12.04 . Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in an Officer's Certificate delivered to the Indenture Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer. Section 12.05 . Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an "optional sinking fund payment". The date on which a sinking fund payment is to be made is herein referred to as the "sinking fund payment date". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the Indenture Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Indenture Trustee for cancellation pursuant to Section 2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision contained in the terms of such series. Securities so delivered or credited shall be received or credited by the Indenture Trustee at the sinking fund redemption price specified in such Securities. On or before the 60th day next preceding each sinking fund payment date or the 30th day next preceding the last day of any applicable Redemption Notice Period relating to a sinking fund payment date for any series, the Issuer will deliver to the Indenture Trustee an Officer's Certificate (which need not contain the statements required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series and the basis for such credit, (b) stating that none of the Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Defaults or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Issuer intends 68 to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Indenture Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Indenture Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Indenture Trustee with such Officer's Certificate (or reasonably promptly thereafter if acceptable to the Indenture Trustee). Such Officer's Certificate shall be irrevocable and upon its receipt by the Indenture Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such 60th day or 30th day, if applicable, to deliver such Officer's Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency) or a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency) if the Issuer shall so request with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 (or the equivalent thereof in any Foreign Currency) or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 (or the equivalent thereof in any Foreign Currency) is available. The Indenture Trustee shall select, in the manner provided in Section 12.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officer's Certificate delivered to the Indenture Trustee at least 60 days prior to the sinking fund payment date or at least 30 days prior to the last day of any applicable Redemption Notice Period relating to a sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such Officer's Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer. The Indenture Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Indenture Trustee in writing) shall cause notice of redemption of the Securities of 69 such series to be given in substantially the manner provided in Section 12.02 (and with the effect provided in Section 12.03) for the redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and interest on, the Securities of such series at maturity. On or before each sinking fund payment date, the Issuer shall pay to the Indenture Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Indenture Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or give any notice of redemption of Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Default except that, where the giving of notice of redemption of any Securities shall theretofore have been made, the Indenture Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or Default, be deemed to have been collected under Article 5 and held for the payment of all such Securities. In case such Default shall have been waived as provided in Section 5.10 or the default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities. ARTICLE 13 SUBORDINATION Section 13.01 . Securities and Coupons Subordinated to Senior Indebtedness. The Issuer covenants and agrees, and each Holder of a Security or Coupon, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities and any Coupons and the payment of the principal of and interest on each and all of the Securities and of any Coupons is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. 70 In the event (a) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Issuer or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Issuer, whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section 13.02 that (i) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the Securities of any series shall have been declared due and payable pursuant to Section 5.01 and such declaration shall not have been rescinded and annulled as provided in Section 5.01 then: (i) the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money's worth, before the Holders of any of the Securities or Coupons are entitled to receive a payment on account of the principal of or interest on the indebtedness evidenced by the Securities or of the Coupons, including, without limitation, any payments made pursuant to Article 12. (ii) any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, to which the Holders of any of the Securities or Coupons or the Indenture Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of the indebtedness evidenced by the Securities or Coupons or to the Indenture Trustee under this instrument; and (iii) in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer of any kind or character, whether in cash, property or securities, in respect of principal of or interest on the Securities or in 71 connection with any repurchase by the Issuer of the Securities, shall be received by the Indenture Trustee or the Holders of any of the Securities or Coupons before all Senior Indebtedness is paid in full, or provision made for such payment in money or money's worth, such payment or distribution in respect of principal of or interest on the Securities or in connection with any repurchase by the Issuer of the Securities shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness. Notwithstanding the foregoing, at any time after the 91st day following the date of deposit of cash or, in the case of Securities payable only in Dollars, U.S. Government Obligations pursuant to Section 10.01(b) or Section 10.01(c) (provided all other conditions set out in such Section shall have been satisfied) the funds so deposited and any interest thereon will not be subject to any rights of holders of Senior Indebtedness including, without limitation, those arising under this Article 13. Section 13.02 . Disputes with Holders of Certain Senior Indebtedness. Any failure by the Issuer to make any payment on or perform any other obligation under Senior Indebtedness, other than any indebtedness incurred by the Issuer or assumed or guaranteed, directly or indirectly, by the Issuer for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of this Section shall have been waived by the Issuer in the instrument or instruments by which the Issuer incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default under Section 13.01(b) if (a) the Issuer shall be disputing its obligation to make such payment or perform such obligation and (b) either (i) no final judgment relating to such dispute shall have been issued against the Issuer which is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, and (ii) in the event of a judgment that is subject to further review or appeal has been issued, the Issuer shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review. Section 13.03 . Subrogation. Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities and any Coupons shall be subrogated (equally and ratably with the holders of all obligations of the Issuer which by their express terms are subordinated to Senior Indebtedness of the Issuer to the same extent as the Securities are subordinated and which are entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Issuer applicable to the Senior Indebtedness until all amounts owing on the Securities and any Coupons shall be paid in full, and as between the Issuer, its 72 creditors other than holders of such Senior Indebtedness and the Holders, no such payment or distribution made to the holders of Senior Indebtedness by virtue of this Article that otherwise would have been made to the Holders shall be deemed to be a payment by the Issuer on account of such Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Indebtedness, on the other hand. Section 13.04 . Obligation of Issuer Unconditional. Nothing contained in this Article or elsewhere in this Indenture or in the Securities or any Coupons is intended to or shall impair, as among the Issuer, its creditors other than the holders of Senior Indebtedness and the Holders, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders the principal of and interest on the Securities and the amounts owed pursuant to any Coupons as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Issuer other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Indenture Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon payment or distribution of assets of the Issuer referred to in this Article, the Indenture Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Issuer is pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent or other person making any payment or distribution, delivered to the Indenture Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Article. Section 13.05 . Payments on Securities and Coupons Permitted. Nothing contained in this Article or elsewhere in this Indenture or in the Securities or Coupons shall affect the obligations of the Issuer to make, or prevent the Issuer from making, payment of the principal of or interest on the Securities and of any Coupons in accordance with the provisions hereof and thereof, except as otherwise provided in this Article. Section 13.06 . Effectuation of Subordination by Indenture Trustee. Each holder of Securities or Coupons, by his acceptance thereof, authorizes and directs the Indenture Trustee on his behalf to take such action as may be necessary or appropriate to effectuate 73 the subordination provided in this Article and appoints the Indenture Trustee his attorney-in-fact for any and all such purposes. Section 13.07 . Knowledge of Indenture Trustee. Notwithstanding the provisions of this Article or any other provisions of this Indenture, the Indenture Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Indenture Trustee, or the taking of any other action by the Indenture Trustee, unless and until the Indenture Trustee shall have received written notice thereof mailed or delivered to the Indenture Trustee at its Corporate Trust Office from the Issuer, any Holder, any paying agent or the holder or representative of any class of Senior Indebtedness; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal or interest on any Security or interest on any Coupon) the Indenture Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Indenture Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within three Business Days prior to or on or after such date. Section 13.08 . Indenture Trustee May Hold Senior Indebtedness. The Indenture Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in Section 6.03 or elsewhere in this Indenture shall deprive the Indenture Trustee of any of its rights as such holder. Section 13.09 . Rights of Holders of Senior Indebtedness Not Impaired. No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any noncompliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. With respect to the holders of Senior Indebtedness, (a) the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, (b) the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, (c) no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee and (d) the Indenture Trustee shall not be deemed to be a fiduciary as to such holders. Section 13.10 . Article Applicable to Paying Agents. In case at any time any paying agent other than the Indenture Trustee shall have been appointed by the Issuer and be then acting hereunder, the term "Indenture Trustee" as used in this Article shall in such case (unless the context shall require otherwise) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if 74 such paying agent were named in this Article in addition to or in place of the Indenture Trustee, provided, however, that Sections 13.07 and 13.08 shall not apply to the Issuer if it acts as its own paying agent. Section 13.11 . Indenture Trustee; Compensation Not Prejudiced. Nothing in this Article shall apply to claims of, or payments to, the Indenture Trustee pursuant to Section 6.06. 75 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of June __, 2006. GREAT WOLF RESORTS, INC. By: ___________________________________ Name: Title: Attest: By: ________________________________ WILMINGTON TRUST COMPANY, INDENTURE TRUSTEE By: ___________________________________ Name: Title: STATE OF WISCONSIN ) ) SS.: COUNTY OF DANE ) On this ____ of ________, 2006 before me personally came , to me personally known, who, being by me duly sworn, did depose and say that he resides at that he is the of Great Wolf Resorts, Inc., one of the corporations described in and which executed the above instrument; and that he signed his name thereto by authority of the Board of Directors of said corporation. [NOTARIAL SEAL] __________________________ Notary Public STATE OF DELAWARE ) ) SS.: COUNTY OF NEW CASTLE ) On this ____ of ________, 2006 before me personally came , to me personally known, who, being by me duly sworn, did depose and say that he resides at that he is a Vice President of Wilmington Trust Company, one of the corporations described in and which executed the above instrument and that he signed his name thereto by like authority. [NOTARIAL SEAL] __________________ Notary Public EX-4.8 5 g01711a1exv4w8.txt EX-4.8 FORM OF JUNIOR SUBORDINATED DEBENTURE EXHIBIT 4.8 THIS OBLIGATION IS SUBORDINATED TO THE SENIOR INDEBTEDNESS OF THE ISSUER AS SET FORTH HEREIN AND IS NOT SECURED. GREAT WOLF RESORTS, INC. __% JUNIOR SUBORDINATED DEBENTURE DUE 2036 REGISTERED NO. 1 $___________________ CUSIP:______________ Great Wolf Resorts, Inc., a Delaware corporation (together with its successors and assigns, the "ISSUER"), for value received, hereby promises to pay to Wilmington Trust Company, as Property Trustee (the "PROPERTY TRUSTEE," which term includes any successor Property Trustee for GW Capital Trust II) for GW Capital Trust II, a statutory trust formed under the laws of the State of Delaware (the "ISSUER TRUST"), or registered assignees or such other registered holder (in the event this Debenture is distributed to the holders of Trust Preferred Securities of the Issuer Trust pursuant to the Amended and Restated Declaration of Trust of the Issuer Trust dated as of the date hereof among the Company, as Sponsor, Wilmington Trust Company, as Property Trustee and as Delaware Trustee, and the Administrative Trustees named therein), the principal sum of $_________ (___________ DOLLARS) on June __, 2036 (the "STATED MATURITY"). The Issuer further promises to pay interest on said principal sum at the annual rate of ____%, subject to increase to __% during an Increased Rate Period (as defined on the reverse hereof) as set forth on reverse hereof. Interest on this Debenture will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including _______, 2006 to but excluding the date the principal hereof has been paid or duly made available for payment as set forth in the Indenture (as defined on the reverse hereof), subject to the Company's right to defer interest payments as set forth on the reverse hereof. Interest is payable quarterly in arrears on March __, June __, September __ and December __ of each year (each, an "INTEREST PAYMENT DATE"), commencing September __, 2006, subject to the Company's right to defer paying interest as set forth on the reverse hereof. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to the Company's right to defer paying interest as set forth on the reverse hereof, be paid to the Person in whose name this Debenture (or one or more predecessor Debentures) is registered at the close of business on the 15th calendar day (whether or not a Business Day (as defined in the Indenture)) next preceding such Interest Payment Date (each such date, a "RECORD DATE"). Interest payments for this Debenture will be computed and paid on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such period. Accrued interest that is not paid on the applicable Interest Payment Date will bear additional interest on the amount thereof at a rate equal to the then current interest rate borne by the Debentures (the "COUPON RATE"), compounded quarterly and computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such period ("COMPOUNDED INTEREST"). The amount of any interest payable for any full interest period will be computed by dividing the interest rate per annum by four. The term "interest" as used herein includes quarterly interest payments (whether at the initial interest rate borne by the Debentures or at the increased rate during an Increased Rate Period (as defined on the reverse hereof) upon the occurrence of a Special Event (as defined on the reverse hereof)), any interest on quarterly interest payments not paid on the applicable Interest Payment Date, Compounded Interest and any Additional Sums (as defined on the reverse hereof), as applicable. If any Interest Payment Date or the Stated Maturity (or any redemption or repayment date) does not fall on a Business Day, payment of interest, premium, if any, or principal otherwise payable on such date need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or at the Stated Maturity (or any redemption or repayment date), and no interest on such payment shall accrue for the period from and after the Interest Payment Date or the Stated Maturity (or any redemption or repayment date) to such next succeeding Business Day. A Holder of U.S. $1,000,000 or more in aggregate principal amount of Debentures having the same Interest Payment Date, the interest on which is payable in U.S. dollars, shall be entitled to receive payments of interest, other than interest due at maturity or on any date of redemption or repayment, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Paying Agent in writing not less than 15 calendar days prior to the applicable Interest Payment Date. Reference is hereby made to the further provisions of this Debenture set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place, including, without limitation, the provisions relating to the subordination of this Debenture to the Issuer's Senior Indebtedness (as defined on the reverse hereof). Unless the certificate of authentication hereon has been executed by the Indenture Trustee, this Debenture shall not be entitled to any benefit under the Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose. 2 IN WITNESS WHEREOF, the Issuer has caused this Junior Subordinated Debenture to be duly executed. DATED: ___________, 2006 GREAT WOLF RESORTS, INC. By: _________________________________ Name: Title: 3 INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Debentures referred to in the within-mentioned Junior Subordinated Indenture. DATED: ___________, 2006 WILMINGTON TRUST COMPANY, as Indenture Trustee By:_______________________ Authorized Signatory 4 REVERSE OF SECURITY Indenture. This debenture is one of a duly authorized issue of _____% Junior Subordinated Debentures due 2036 (the "DEBENTURES") of the Issuer. The Debentures are being issued under a Junior Subordinated Indenture (the "BASE INDENTURE"), dated as of June __, 2006, between the Issuer and Wilmington Trust Company, as Indenture Trustee (the "INDENTURE TRUSTEE," which term includes any successor indenture trustee under the Indenture) and an Officer's Certificate dated as of June __, 2006 (the "OFFICER'S CERTIFICATE", and together with the Base Indenture, the "INDENTURE"), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Trustee and holders of the Debentures and the terms upon which the Debentures are, and are to be, authenticated and delivered. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein and form a part of the terms and other provisions of this Debenture. To the extent there is a conflict or inconsistency between such terms in the Base Indenture, on the one hand, and the Officer's Certificate and this Debenture, on the other hand, the latter shall govern. Capitalized terms not otherwise defined herein have the meaning given to such terms in the Indenture. No Sinking Fund, etc. This Debenture will not be subject to any sinking fund and, except as provided below, will not be redeemable or subject to repayment at the option of the holder prior to its Stated Maturity. Additional Interest Provisions. In addition to the terms and other provisions relating to interest on the front of this Debenture and the Indenture, the following shall apply to this Debenture: If a Special Event (as defined below) occurs, the interest rate payable on this Debenture shall increase to __% per U.S. $25 principal amount of Debentures, beginning on the 30th calendar day after the Special Event occurs through and including the earlier of (1) the date of a Special Event Termination (as defined below) and (2) the Stated Maturity. Any period during which the Special Event occurs and for which this Debenture bears such increased interest rate is referred to as an "Increased Rate Period." The Issuer will have the option to redeem this Debenture at any time during an Increased Rate Period until any Special Event Termination. If a Special Event Termination occurs, then the Increased Rate Period will cease and the interest rate payable on this Debenture will return to the rate in existence before the Increased Rate Period. So long as no Event of Default has occurred and is continuing, the Issuer shall have the right at any time, and from time to time, during the term of this Debenture to defer payments of interest by extending the interest payment period of this Debenture for a period not exceeding 20 consecutive quarters (the "EXTENSION PERIOD"), during which Extension Period no interest shall be due and payable on this Debenture; provided, that no Extension Period may extend beyond the Stated Maturity. Interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this paragraph, will bear interest thereon at the Coupon Rate compounded quarterly for each quarter of the Extension Period and computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such 5 period ("ADDITIONAL Interest"). The amount of interest payable for any full interest period will be computed by dividing the interest rate per annum by four. At the end of the Extension Period, the Issuer shall pay all interest accrued and unpaid on this Debenture, including any Additional Sums (as defined below) and Additional Interest (together, "DEFERRED INTEREST") that shall be payable to the Holders of this Debenture in whose names this Debenture is registered in the Securities Register on the Record Date with respect to the first Interest Payment Date after the end of the Extension Period. Before the termination of any Extension Period, the Issuer may further extend the payment of interest; provided, that such period together with all such further extensions thereof shall not exceed 20 consecutive quarters, or extend beyond the Stated Maturity. In the event that any Debentures are called for redemption on a date prior to the end of an Extension Period, with respect to such Debentures, such Extension Period shall be deemed to end on such date or such earlier date as may be determined by the Issuer. Upon the termination of any Extension Period and upon the payment of all Deferred Interest then due, the Issuer may commence a new Extension Period, subject to the foregoing requirements. No interest shall be due and payable during an Extension Period, except at the end thereof, but the Issuer may prepay at any time all or any portion of the interest accrued during an Extension Period. If the Property Trustee (as defined in the Trust Agreement) is the only Holder of the Debentures at the time the Issuer selects an Extension Period, the Issuer shall give written notice to the Issuer Trustees (as defined in the Trust Agreement) of its selection of such Extension Period at least 15 Business Days prior to the date the Distributions (as defined in the Trust Agreement) on the Trust Securities (as defined in the Trust Agreement) would have been payable but for the election to begin such Extension Period. If the Property Trustee is not the only Holder, or is not itself the Holder, of the Debentures at the time the Issuer selects an Extension Period, the Issuer shall give the Holders of the Debentures and the Indenture Trustee written notice of its selection of such Extension Period at least 10 Business Days before the earlier of the next succeeding Interest Payment Date or the date the Issuer is required to give notice of the record or payment date of such interest payment to Holders of the Debentures. Optional Redemption. This Debenture may be redeemed at the option of the Issuer as follows: (1) on or after June __, 2011 in whole at any time or in part from time to time; (2) prior to June __, 2011, in whole (but not in part) at any time within 90 calendar days following the occurrence and continuation of a Tax Event (as defined below) or an Investment Company Event (as defined below) (the "90-DAY PERIOD"); or (3) on and after the 30th calendar day after a Special Event (as defined below) but prior to any Special Event Termination (as defined below), 6 in each case, at a redemption price equal to 100% of the principal amount of the Debentures to be redeemed plus the accrued and unpaid interest on the Debentures so redeemed to but excluding the date fixed for redemption (the "REDEMPTION PRICE"). The Issuer's right to redeem the Debentures under clause (2) of the preceding paragraph shall be subject to the condition that if at the time there is available to the Issuer or the Issuer Trust the opportunity to eliminate, within the 90-Day Period, the Tax Event or Investment Company Event by taking some ministerial action ("MINISTERIAL ACTION"), such as filing a form or making an election, or pursuing some other similar reasonable measure, that will have no adverse effect on the Issuer, the Issuer Trust or the holders of Trust Securities and will involve no material cost, the Issuer shall pursue such measures in lieu of redemption; provided further, that the Issuer shall have no right to redeem the Debentures under such clause (2) while either the Issuer or the Issuer Trust is pursuing any Ministerial Action pursuant to the Trust Agreement. "TAX EVENT" means the receipt by the Issuer Trust of an opinion of counsel experienced in such matters, who shall not be an officer or employee of the Issuer or any of its affiliates, to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after ______, 2006, which is the date of the initial offering of the Trust Preferred Securities of the Issuer Trust to the public, there is more than an insubstantial risk that: (1) the Issuer Trust is, or will be within 90 days of the delivery of such opinion, subject to United States federal income tax with respect to income received or accrued on the Debentures; (2) interest payable by the Issuer on the Debentures is not, or within 90 days of the delivery of such opinion will not be, deductible by the Issuer, in whole or in part, for United States federal income tax purposes; or (3) the Issuer Trust is, or will be within 90 days of the delivery of the opinion, subject to more than a de minimis amount of other taxes, duties or other governmental charges; provided, however, that Tax Event shall not include any event described above that requires the Issuer for United States Federal income tax purposes to defer taking a deduction for any original issue discount that accrues with respect to the Debentures until the interest payment related to such original issue discount is paid by the Issuer in cash. "INVESTMENT COMPANY EVENT" means the receipt by the Issuer Trust of an opinion of counsel experienced in such matters, who shall not be an officer or employee of the Issuer or any of its affiliates, to the effect that, as a result of the occurrence of a change in law or regulation or a written change (including any announced prospective change) in interpretation or application 7 of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Issuer Trust is or will be considered an "investment company" that is required to be registered under the Investment Company Act of 1940, as amended, which change or prospective change becomes effective or would become effective, as the case may be, on or after ________, 2006, which is the date of the initial offering of the Trust Preferred Securities of the Issuer Trust to the public. A "SPECIAL EVENT" means both (1) the Trust Preferred Securities cease to be listed on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") or quoted on the Nasdaq National Market ("NASDAQ"), and (2) the Issuer ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), but the Trust Preferred Securities remain outstanding. A "SPECIAL EVENT TERMINATION" means both (1) the Trust Preferred Securities are again listed on the NYSE or AMEX or quoted on the Nasdaq (following their not being so listed or quoted) and (2) the Issuer becomes subject to the reporting requirements of the Exchange Act (following it not having been subject to such requirements). Notice of redemption shall be mailed by first class mail, postage prepaid, to the Holders of the Debentures designated for redemption at their addresses as the same shall appear on the Debenture register not less than 30 nor more than 60 days prior to the date fixed for redemption (the "REDEMPTION NOTICE PERIOD"), subject to all the conditions and provisions of the Indenture. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the amount of the unredeemed portion hereof shall be issued in the name of the holder hereof upon the cancellation hereof. The Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or such earlier time as the Issuer determines; provided, that the Issuer shall deposit with the Indenture Trustee an amount sufficient to pay the Redemption Price prior to the redemption date. Any notice of redemption may state that the redemption of the Debentures may be, at the Issuer's discretion, subject to the satisfaction of one or more conditions precedent. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Holders so called for redemption will cease, except the right of such Holders to receive the Redemption Price on or prior to the date fixed for redemption, but without interest, and such Debentures then will cease to be Outstanding. Covenants. In addition to the other agreements and covenants contained in the Indenture, the Company makes the following additional covenants: The Issuer covenants that it will not: (1) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Issuer's capital stock, or 8 (2) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Issuer that rank pari passu with or junior in interest to the Debentures, if at such time: (a) there has occurred any event (i) of which the Issuer has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute a Default and (ii) that the Issuer has not taken reasonable steps to cure, (b) if the Debentures are held by the Issuer Trust and the Issuer is in default with respect to its payment of any obligations under the Guarantee, or (c) the Issuer has given notice of its election of an Extension Period as provided in the Indenture and has not rescinded such notice, or such Extension Period, and any extension thereof, is continuing. other than the following: (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Issuer in connection with: (A) any employment contract, benefit plan or other similar arrangement (including any related net share settlement arrangements) with or for the benefit of any one or more employees, officers, directors or consultants, (B) a dividend reinvestment or stockholder stock purchase plan, (C) the issuance of capital stock of the Issuer (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, or (D) the satisfaction by the Issuer of obligations pursuant to any contract or security requiring the Issuer to purchase common stock or common equity securities (or their equivalents), (ii) any purchase of common stock or common equity securities (or their equivalents) from an officer or employee (or a person performing similar functions) of the Issuer or any of its subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Issuer to purchase such common stock or common equity securities (or their equivalents); (iii) as a result of an exchange, redemption or conversion of any class or series of the Issuer's capital stock (or any capital stock of a subsidiary of the Issuer) for any class or series of the Issuer's capital stock or of any class or series of the Issuer's indebtedness for any class or series of the Issuer's capital stock or as a result of a 9 reclassification of the Issuer's capital stock or other equity securities of the Issuer or any of its subsidiaries; (iv) the purchase of fractional interests in shares of the Issuer's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; (v) any declaration of a dividend in connection with any stockholders' rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto; (vi) payments by the Issuer under the Trust Preferred Securities Guarantee; (vii) solely in the event that the Issuer has given notice of its election of an Extension Period and has not rescinded this notice, and the Extension Period, or any extension thereof, is continuing (and not other events listed above under clauses (a) and (b) of this covenant that would trigger the foregoing restrictions), regularly scheduled interest payments on the Existing Junior Subordinated Debentures and principal payments due upon the Stated Maturity (and not prior thereto) of the Existing Junior Subordinated Debentures; and (viii) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). If (a) an "event of default" (as such term is defined in the 2005 Junior Subordinated Indenture) occurs or (b)the Existing Junior Subordinated Debentures are accelerated for any reason under the terms of the 2005 Junior Subordinated Indenture, the Issuer will promptly (but in any event within one (1) Business Day of each such event of default or acceleration) notify the Indenture Trustee in writing at the address set forth in Section 11.04 of the Base Indenture that such event of default or acceleration has occurred. Such notice shall set forth in reasonable detail the facts and circumstance underlying each such event of default or acceleration. As long as any Debentures are held by the Property Trustee, on behalf of the Issuer Trust, the Issuer covenants: (1) to continue to hold, directly or indirectly, 100% of the Common Securities (as defined in the Trust Agreement), provided that any successor to Great Wolf Resorts, Inc. as issuer of the Debentures which is permitted to be such a successor pursuant to the Indenture may succeed to the Issuer's ownership of the Common Securities; (2) as holder of the Common Securities, not to voluntarily dissolve, windup or liquidate the Issuer Trust, other than: 10 (a) as part of a distribution of Debentures to the holders of the Trust Preferred Securities in liquidation of the Issuer Trust in accordance with the terms of the Trust Agreement; or (b) as part of a merger, consolidation or amalgamation permitted by the Trust Agreement; and (3) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer Trust to continue not to be taxable as a corporation for United States Federal income tax purposes. If, and for so long as, (1) the Property Trustee is the holder of all the Debentures and (2) the Issuer Trust is required to pay any additional taxes, duties or other governmental charges as a result of a Tax Event, the Issuer will pay as additional sums on the Debentures ("ADDITIONAL SUMS") such amounts as may be required so that the Distributions (as defined in the Trust Agreement) paid by the Issuer Trust will not be reduced as a result of any such additional taxes, duties or other governmental charges. The Issuer, as borrower, agrees to pay all debts and other obligations (other than with respect to the Trust Preferred Securities issued by the Issuer Trust) and all costs and expenses of the Issuer Trust (including costs and expenses relating to the organization of the Issuer Trust, the fees and expenses of the Issuer Trustees (as defined in the Trust Agreement) for the Issuer Trust and the costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes and all costs and expenses with respect thereto (other than United States withholding taxes) to which the Issuer Trust might become subject. The foregoing obligations of the Issuer under the Debentures owned by the Issuer Trust are for the benefit of, and shall be enforceable by, any Person to whom any such debts, obligations, costs, expenses and taxes are owed (a "CREDITOR") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations of the Issuer directly against the Issuer, and the Issuer irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other Person before proceeding against the Issuer. The Issuer agrees to execute any additional agreements as may be necessary or desirable to give full effect to the foregoing. If the Debentures are distributed by the Issuer Trust to holders of the Trust Preferred Securities in accordance with the terms of the Trust Agreement, the Issuer will use its reasonable best efforts to list the Debentures on the Nasdaq or with any other national securities exchange on which the Trust Preferred Securities are then listed or quoted. Events of Default and Defaults; Remedies. In addition to the other events that constitute "Events of Default" as set forth in Section 5.01 of the Base Indenture, there shall also be an Event of Default if the trustee or the holders of the Existing Junior Subordinated Debentures declare the principal of such securities to be due and payable immediately in accordance with the terms of the 2005 Junior Subordinated Indenture. Notwithstanding the second and third paragraphs of Section 5.01 of the Base Indenture, if an Event of Default occurs and is continuing with respect to the Debentures, then and in each and every such case, either the Indenture Trustee or the Holders of not less than 25% in aggregate principal amount of Debentures then outstanding under the Indenture or, if the Debentures are held by the Issuer Trust or a trustee of such Issuer Trust and should the Indenture Trustee or such 11 Holders of the Outstanding Debentures fail to make the declaration referred to in Section 5.01 of the Base Indenture, the holders of at least 25% in aggregate liquidation amount of the outstanding Trust Preferred Securities (voting as a separate class) or the Property Trustee, by notice in writing to the Issuer (and to the Indenture Trustee if given by Holders or the holder of the Trust Preferred Securities) may declare the entire principal of all Debentures and interest accrued thereon, if any, to be due and payable immediately and, upon any such declaration, the same shall become immediately due and payable. For the avoidance of doubt, Holders and holders of Trust Preferred Securities shall not have a right of acceleration upon a default except for those Defaults that are also Events of Defaults. If an Event of Default or a Default has occurred and is continuing and such event is attributable to the failure of the Issuer to pay any amounts payable in respect of the Debentures on the date such amounts are otherwise due, a registered holder of Trust Preferred Securities may institute a legal proceeding directly against the Issuer for enforcement of payment to such registered holder of an amount equal to the amount owed in respect of Debentures having a principal amount equal to the aggregate Liquidation Amount (as defined in the Trust Agreement) of the Trust Preferred Securities held by such registered holder (a "DIRECT ACTION"). The Issuer shall have the right to set off any payment made to such registered holder of Trust Preferred Securities by the Issuer in connection with a Direct Action. Provisions relating to the annulment of any declaration of acceleration, the waiver of past Defaults and the Indenture Trustee's, Holders', the Property Trustee's and holders of Trust Preferred Securities' other rights and remedies upon the occurrence and continuation of an Event of Default or a Default, as the case may be, are as set forth in the Base Indenture. Subordination. This Debenture and all other obligations of the Issuer hereunder will constitute part of the junior subordinated indebtedness of the Issuer and will be subordinate and junior in right of payment, to the extent and in the manner set forth in the Indenture, to all Senior Indebtedness of the Issuer. For the purposes of this Debenture, "SENIOR INDEBTEDNESS" means: (1) obligations of, or guaranteed or assumed by, the Issuer for borrowed money or evidenced by bonds, debentures, notes or similar instruments, and amendments, renewals, extensions, modifications and refundings of any of such indebtedness or of such obligations; (2) capitalized lease obligations of the Issuer; (3) obligations of the Issuer issued or assumed as the deferred purchase price of property; (4) obligations of the Issuer in respect of interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; and 12 (5) all obligations of the type referred to in clauses (1) through (4) above of other Persons which the Issuer has guaranteed or is responsible or liable for as obligor or otherwise; provided that, non-recourse obligations including the Debentures, the Existing Junior Subordinated Debentures or any other obligations specifically designated as being subordinate in right of payment to Senior Indebtedness, will not constitute such Senior Indebtedness. Registered Form, etc. This Debenture, and any Debenture or Debentures issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, and is issuable only in denominations of U.S. $25 and any integral multiple of U.S. $25 in excess thereof, unless otherwise indicated on the face thereof. Paying Agent & Registrar. The Issuer has appointed Wilmington Trust Company at its corporate trust office in The City of Wilmington, Delaware as the paying agent (the "PAYING AGENT," which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Debentures. Wilmington Trust Company has been appointed registrar for the Debentures (the "REGISTRAR," which term includes any successor registrar appointed by the Issuer), and the Registrar will maintain at its office in The City of Wilmington, Delaware a register for the registration and transfer of Debentures. This Debenture may be transferred at the aforesaid office of the Registrar by surrendering this Debenture for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Registrar and duly executed by the registered holder hereof in person or by the holder's attorney duly authorized in writing, and thereupon the Registrar shall issue in the name of the transferee or transferees, in exchange herefor, a new Debenture or Debentures having identical terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions set forth herein; provided, however, that the Registrar will not be required (i) to register the transfer of or exchange any Debenture that has been called for redemption in whole or in part, except the unredeemed portion of Debentures being redeemed in part or (ii) to register the transfer of or exchange Debentures to the extent and during the period so provided in the Indenture with respect to the redemption of Debentures. Debentures are exchangeable at said office for other Debentures of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such exchanges and transfers of Debentures will be free of charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Debentures surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar and executed by the registered holder in person or by the holder's attorney duly authorized in writing. The date of registration of any Debenture delivered upon any exchange or transfer of Debentures shall be such that no gain or loss of interest results from such exchange or transfer. Supplemental Indentures. The Indenture permits the Issuer and the Indenture Trustee, without the consent of the Holders, to execute supplemental indentures for the purpose, and to the extent set forth in Section 8.01 of the Base Indenture and with the consent of the Holders of 13 not less than a majority in aggregate principal amount of the Debentures then outstanding and affected, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of modifying in any manner the rights of the Holders; provided that, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Debenture affected thereby: (1) extend the final maturity of any Debenture; (2) reduce the principal amount of any Debenture; (3) reduce the rate or extend the time of payment of interest of any Debenture, except as otherwise provided herein or in the Indenture; (4) reduce any amount payable on redemption of any Debenture; (5) change the currency of payment on any Debenture; (6) impair or affect the rights of any Holder to institute suit for the payment of any Debenture when due; or (7) reduce the aforesaid percentage in principal amount of Debentures the consent of the Holders of which is required for any such supplemental indenture; provided, however, that neither this Debenture nor the Indenture may be amended to alter the subordination provisions hereof or thereof without the written consent of each holder of Senior Indebtedness then outstanding that would be adversely affected thereby; and provided further that, if the Debentures are owned by the Issuer Trust, none of the modifications set forth above may be made without the prior written consent of all holders of the Trust Preferred Securities. In addition, so long as any of the Trust Preferred Securities remain outstanding: (1) no such modification may be made that materially adversely affects the holders of such Trust Preferred Securities, (2) no termination of the Indenture may occur, and (3) no waiver of any Event of Default or Default may be effective, in each case, without the prior consent of the holders of at least a majority of the aggregate Liquidation Amount of the outstanding Trust Preferred Securities unless and until the principal of (and premium, if any, on) the Debentures and all accrued and unpaid interest thereon have been paid in full. If any of the Trust Preferred Securities are outstanding the Issuer may not amend this Debenture or the Indenture to: 14 (1) remove the rights of registered holders of Trust Preferred Securities to institute a Direct Action, (2) remove the obligation to obtain the consent of such holders of Trust Preferred Securities in accordance with Section 8.02 of the Indenture, or (3) change the percentage of the holders of Trust Preferred Securities required to amend or waive any provision of the Indenture, in each cash, without the prior written consent of all the holders of Trust Preferred Securities. So long as the Issuer acts in accordance with the terms of the Debentures and the Indenture, the Issuer may defer interest payable on the Debentures in accordance with the terms hereof without the consent of the Issuer Trust or the holders of Trust Preferred Securities. No Discharge or Defeasance. The provisions of Section 3.04 and Section 10.01 of the Indenture relating to discharge, defeasance and covenant defeasance are not applicable to this Debenture. Notwithstanding the preceding sentence, the Debentures will cease to be outstanding upon a redemption as set forth in, and subject to the last sentence of, "Redemption" above. Mutilated, etc. Debentures. In case this Debenture shall at any time become mutilated, defaced or be destroyed, lost or stolen and this Debenture or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Registrar, a new Debenture of like tenor will be issued by the Issuer in exchange for this Debenture, but, if this Debenture has been destroyed, lost or stolen, only upon receipt of evidence satisfactory to the Registrar and the Issuer that such Debenture was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Debenture shall be borne by the owner of the Debenture mutilated, defaced, destroyed, lost or stolen. Wilmington, Delaware Office of Issuer. So long as this Debenture shall be outstanding, the Issuer will cause to be maintained an office or agency for the payment of the principal of and premium, if any, and interest on this Debenture as herein provided in Wilmington, Delaware, and an office or agency in said Wilmington, Delaware for the registration, transfer and exchange as aforesaid of the Debentures. Under Section 3.02 of the Indenture, the Issuer has initially appointed the Corporate Trust Office of the Indenture Trustee in the Wilmington, Delaware, as its agency for the foregoing purposes. The Issuer may subsequently designate other agencies for the payment of said principal, premium and interest at such place or places (subject to applicable laws and regulations) as the Issuer may decide. So long as there shall be such an agency, the Issuer shall keep the Indenture Trustee advised of the names and locations of such agencies, if any are so designated other than that of the Indenture Trustee. Unclaimed Money. With respect to moneys paid by the Issuer and held by the Indenture Trustee or any Paying Agent for payment of the principal of or interest or premium, if any, on 15 any Debentures that remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), (i) the Indenture Trustee or such Paying Agent shall notify the holders of such Debentures that such moneys shall be repaid to the Issuer and any Person claiming such moneys shall thereafter look only to the Issuer for payment thereof and (ii) such moneys shall be so repaid to the Issuer. Upon such repayment all liability of the Indenture Trustee or such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in any way any obligation that the Issuer may have to pay the principal of or interest or premium, if any, on this Debenture as the same shall become due. Obligations Absolute. No provision of this Debenture or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed unless otherwise agreed between the Issuer and the registered holder of this Debenture. Registered Holders. Prior to due presentment of this Debenture for registration of transfer, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the holder in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary. Limited Liability. No recourse shall be had for the payment of the principal of, premium, if any, or the interest on this Debenture, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer or of any successor corporation, either directly or through the Issuer or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. Governing Law. This Debenture shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York. 16 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Minor) (Cust) Under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. 17 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ [PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE] __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ [PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE] the within Debenture and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such Debenture on the books of the Issuer, with full power of substitution in the premises. Dated: ________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Debenture in every particular without alteration or enlargement or any change whatsoever. Signature Guaranty: ________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 18 EX-4.11 6 g01711a1exv4w11.txt EX-4.11 FORM OF TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT EXHIBIT 4.11 GW CAPITAL TRUST II TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Between GREAT WOLF RESORTS, INC. (as Guarantor) and WILMINGTON TRUST COMPANY (as Guarantee Trustee) June ____, 2006 Certain Sections of this Guarantee Agreement relating to Sections 310 through 318 of the Trust Indenture Act of 1939

Trust Indenture Act Guarantee Agreement Section Section ------------------- (ss.) 310(a)(1)................................................................. 4.1(a) (a)(2).......................................................................... 4.1(a) (a)(3).......................................................................... Not applicable (a)(4).......................................................................... Not applicable (b)............................................................................. 2.8,4.1(c) (ss.) 311(a).................................................................... Not applicable (b)............................................................................. Not applicable (ss.) 312(a).................................................................... 2.2(a) (b)............................................................................. 2.2(b) (c)............................................................................. Not applicable (ss.) 313(a).................................................................... 2.3 (a)(4).......................................................................... 2.3 (b)............................................................................. 2.3 (c)............................................................................. 2.3 (d)............................................................................. 2.3 (ss.) 314(a).................................................................... 2.4 (b)............................................................................. 2.4 (c)(1).......................................................................... 2.5 (c)(2).......................................................................... 2.5 (c)(3).......................................................................... 2.5 (e)............................................................................. 1.1, 2.5, 3.2 (ss.) 315(a).................................................................... 3.1(d) (b)............................................................................. 2.7 (c)............................................................................. 3.1(c) (d)............................................................................. 3.1(d) (e)............................................................................. Not applicable (ss.) 316(a).................................................................... 1.1, 2.6, 5.4 (a)(1)(A)....................................................................... 5.4 (a)(1)(B)....................................................................... 5.4 (a)(2).......................................................................... Not applicable (b)............................................................................. 5.3 (c)............................................................................. Not applicable (ss.) 317(a)(1)................................................................. Not applicable (a)(2).......................................................................... Not applicable (b)............................................................................. Not applicable (ss.) 318(a).................................................................... 2.1

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Guarantee Agreement (i) TABLE OF CONTENTS

PAGE ---- ARTICLE I. DEFINITIONS Section 1.1. Definitions............................................................. 2 ARTICLE II. TRUST INDENTURE ACT Section 2.1. Trust Indenture Act; Application........................................ 5 Section 2.2. List of Holders......................................................... 5 Section 2.3. Reports by the Guarantee Trustee........................................ 6 Section 2.4. Periodic Reports to the Guarantee Trustee............................... 6 Section 2.5. Evidence of Compliance with Conditions Precedent........................ 6 Section 2.6. Events of Default; Waiver............................................... 6 Section 2.7. Event of Default; Notice................................................ 6 Section 2.8. Conflicting Interests................................................... 7 ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE Section 3.1. Powers and Duties of the Guarantee Trustee.............................. 7 Section 3.2. Certain Rights of Guarantee Trustee..................................... 8 Section 3.3. Indemnity............................................................... 10 Section 3.4. Expenses................................................................ 10 ARTICLE IV. GUARANTEE TRUSTEE Section 4.1. Guarantee Trustee; Eligibility.......................................... 10 Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee........... 11 ARTICLE V. GUARANTEE Section 5.1. Guarantee............................................................... 12 Section 5.2. Waiver of Notice and Demand............................................. 12 Section 5.3. Obligations Not Affected................................................ 12 Section 5.4. Rights of Holders....................................................... 13 Section 5.5. Guarantee of Payment.................................................... 13 Section 5.6. Subrogation............................................................. 14 Section 5.7. Independent Obligations................................................. 14

(ii) PAGE ---- ARTICLE VI. COVENANTS AND SUBORDINATION Section 6.1. Subordination........................................................... 14 Section 6.2. Pari Passu Guarantees................................................... 14 ARTICLE VII. TERMINATION Section 7.1. Termination............................................................. 15 ARTICLE VIII. MISCELLANEOUS Section 8.1. Successors and Assigns.................................................. 15 Section 8.2. Amendments.............................................................. 15 Section 8.3. Notices................................................................. 15 Section 8.4. Benefit................................................................. 17 Section 8.5. Interpretation.......................................................... 17 Section 8.6. Governing Law........................................................... 17 Section 8.7. Counterparts............................................................ 18 iii This GUARANTEE AGREEMENT, dated as of ________, 2006 is executed and delivered by GREAT WOLF RESORTS, INC., a Delaware corporation (the "Guarantor"), having its principal office at 122 West Washington Avenue, Madison, WI 53703, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of GW Capital Trust II, a Delaware statutory trust (the "Issuer Trust"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the "Trust Agreement"), dated as of ________, 2006, among Great Wolf Resorts, Inc., as Sponsor, Wilmington Trust Company, as Property Trustee (the "Property Trustee"), Wilmington Trust Company, as Delaware trustee (the "Delaware Trustee") (collectively, the "Issuer Trustees"), two individuals selected by the holders of the Common Securities to act as administrative trustees with respect to the Issuer Trust (the "Administrative Trustees"), and the Holders from time to time of preferred undivided beneficial ownership interests in the assets of the Issuer Trust, the Issuer Trust is issuing $___ aggregate Liquidation Amount (as defined herein) of its __% Trust Preferred Securities, Liquidation Amount $25 per Trust Preferred Security (the "Trust Preferred Securities") [(including $____ in aggregate Liquidation Amount of additional Trust Preferred Securities being issued pursuant to an over-allotment option granted to the underwriters of the Trust Preferred Securities)], representing preferred undivided beneficial ownership interests in the assets of the Issuer Trust and having the terms set forth in the Trust Agreement; WHEREAS, the Trust Preferred Securities will be issued by the Issuer Trust and the proceeds thereof, together with the proceeds from the issuance of the Issuer Trust's Common Securities (as defined herein), will be used to purchase the Junior Subordinated Debentures (as defined in the Trust Agreement) of the Guarantor which will be deposited with the Property Trustee under the Trust Agreement, as trust assets; and WHEREAS, as incentive for the Holders to purchase the Trust Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Trust Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the purchase of the Trust Preferred Securities by each Holder, which purchase the Guarantor hereby acknowledges shall benefit the Guarantor, and intending to be legally bound hereby, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time of the Trust Preferred Securities. ARTICLE I. DEFINITIONS Section 1.1. Definitions. As used in this Guarantee Agreement, the terms set forth below shall, unless the context otherwise requires, have the following meanings. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement as in effect on the date hereof. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Common Securities" means the securities representing common undivided beneficial interests in the assets of the Issuer Trust. "Distributions" means preferential cumulative cash distributions accumulating from and including ________, 2006 and payable quarterly in arrears on March _, June _, September _ and December _ of each year, commencing September __, 2006, at the annual rate of __% of the Liquidation Amount. "Event of Default" means (i) a default by the Guarantor in any of its payment obligations under this Guarantee Agreement or (ii) a default by the Guarantor in any other obligation hereunder that remains unremedied for 30 days. "Guarantee Agreement" means this Guarantee Agreement, as modified, amended or supplemented from time to time. "Guarantee Payments" means the following payments or distributions, without duplication, with respect to the Trust Preferred Securities, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid Distributions required to be paid on the Trust Preferred Securities, to the extent the Issuer Trust shall have funds on hand available therefor at such time, (ii) the Redemption Price, with respect to the Trust Preferred Securities called for redemption by the Issuer Trust, to the extent that the Issuer Trust shall have funds on hand available therefor at such time, and (iii) upon a voluntary or involuntary dissolution, winding-up or liquidation of the Issuer Trust, unless Junior Subordinated Debentures are distributed to the Holders, the lesser of (a) the aggregate of the Liquidation Amount and all accumulated and unpaid Distributions to but excluding the date of payment, to the extent that the Issuer Trust shall have funds on hand available therefor at such time, and (b) the amount of 2 assets of the Issuer Trust remaining available for distribution to Holders on liquidation of the Issuer Trust (in either case, the "Liquidation Distribution"). "Guarantee Trustee" means Wilmington Trust Company, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement and thereafter means each such Successor Guarantee Trustee. "Guarantor" shall have the meaning specified in the first paragraph of this Guarantee Agreement. "Holder" means any holder, as registered on the books and records of the Issuer Trust, of any Trust Preferred Securities; provided, however, that, in determining whether the holders of the requisite percentage of Trust Preferred Securities have given any request, notice, consent or waiver hereunder, "Holder" shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee. "Indenture" means the Junior Subordinated Indenture dated as of June __, 2006, between Great Wolf Resorts, Inc. and Wilmington Trust Company, as trustee, as may be modified, amended or supplemented from time to time. "Issuer Trust" shall have the meaning specified in the first paragraph of this Guarantee Agreement. "Liquidation Amount" means the stated amount of $25 per Trust Preferred Security. "Majority in Liquidation Amount of the Trust Preferred Securities" means, except as provided by the Trust Indenture Act, Trust Preferred Securities representing more than 50% of the aggregate Liquidation Amount of all then outstanding Trust Preferred Securities issued by the Issuer Trust. "Like Amount" means (i) with respect to a redemption of Trust Securities, Trust Securities having a Liquidation Amount equal to that portion of the principal amount of Junior Subordinated Debentures to be contemporaneously redeemed in accordance with the Indenture, allocated to the Common Securities and to the Trust Preferred Securities based upon the relative Liquidation Amounts of such classes and (ii) with respect to a distribution of Junior Subordinated Debentures to Holders of Trust Securities in connection with a dissolution or liquidation of the Issuer Trust, Junior Subordinated Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Junior Subordinated Debentures are distributed. "Officer's Certificate" means a certificate signed by any one of the following: the Chairman of the Board, the Chief Executive Officer, the President, an Executive Vice President, the Chief Financial Officer, the General Counsel, or the Treasurer, or any other person authorized by the Board of Directors to execute any such certificate, and delivered to the 3 Guarantee Trustee. Any Officer's Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include: (a) a statement by the officer signing the Officer's Certificate that such officer has read the covenant or condition and the definitions relating thereto; (b) a brief statement of the nature and scope of the examination or investigation undertaken by such officer in rendering the Officer's Certificate; (c) a statement that such officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of such officer, such condition or covenant has been complied with. "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. "Redemption Date" means, with respect to any Trust Preferred Security to be redeemed, the date fixed for such redemption by or pursuant to the Trust Agreement; provided that each Junior Subordinated Debenture Redemption Date and the stated maturity of the Junior Subordinated Debentures shall be a Redemption Date for a Like Amount of Trust Preferred Securities. "Redemption Price" shall have the meaning specified in the Trust Agreement. "Responsible Officer" means, when used with respect to the Guarantee Trustee, any officer assigned to the Corporate Trust Office, including any vice president, assistant vice president, assistant treasurer, assistant secretary, financial services officer, trust officer or any other officer of the Guarantee Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Senior Indebtedness" shall have the meaning specified in the Indenture. "Successor Guarantee Trustee" means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1. 4 "Trust Agreement" means the Amended and Restated Declaration of Trust, dated as of ________, 2006 executed by Great Wolf Resorts, Inc., as Sponsor, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as Property Trustee, the Administrative Trustees named therein and the holders from time to time of undivided beneficial interests in the assets of the Issuer Trust. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, and the rules of the Securities and Exchange Commission relating thereto. "Trust Preferred Securities" shall have the meaning specified in the first recital of this Guarantee Agreement. "Trust Securities" means the Common Securities and the Trust Preferred Securities. ARTICLE II. TRUST INDENTURE ACT Section 2.1. Trust Indenture Act; Application. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Guarantee Agreement, the provision of the Trust Indenture Act shall control. If any provision of this Guarantee Agreement modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. Section 2.2. List of Holders. (a) The Guarantor will furnish or cause to be furnished to the Guarantee Trustee a list of Holders at the following times: (i) quarterly, not more than 15 days after March _, June _, September _ and December _ in each year, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders as of such March _, June _, September _ and December _; and (ii) at such other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished. (b) The Guarantee Trustee shall comply with the requirements of Section 312(b) of the Trust Indenture Act. 5 Section 2.3. Reports by the Guarantee Trustee. Not later than May 15 of each year, commencing May 15, 2007, the Guarantee Trustee shall provide to the Holders such reports, if any, as are required by Section 313 of the Trust Indenture Act in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act. Section 2.4. Periodic Reports to the Guarantee Trustee. The Guarantor shall provide to the Guarantee Trustee, and the Holders such documents, reports and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act, in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. Section 2.5. Evidence of Compliance with Conditions Precedent. The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officer's Certificate. Section 2.6. Events of Default; Waiver. The Holders of a Majority in Liquidation Amount of the Trust Preferred Securities may, by vote, on behalf of the Holders, waive any past Event of Default and its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent therefrom. Section 2.7. Event of Default; Notice. (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders, notices of all Events of Default known to the Guarantee Trustee, unless such Events of Default have been cured before the giving of such notice; provided that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. 6 (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless a Responsible Officer charged with the administration of this Guarantee Agreement shall have received written notice of such Event of Default. Section 2.8. Conflicting Interests. The Trust Agreement shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE Section 3.1. Powers and Duties of the Guarantee Trustee. (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except a Holder exercising his or her rights pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee hereunder. The right, title and interest of the Guarantee Trustee, as such, hereunder shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders. (c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall be obligated to perform only such duties as are specifically set forth in this Guarantee Agreement (including pursuant to Section 2.1), and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. If an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 7 (i) Prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement (including pursuant to Section 2.1), and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement (including pursuant to Section 2.1); and (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement; (ii) The Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) The Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Trust Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) No provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it. Section 3.2. Certain Rights of Guarantee Trustee. (a) Subject to the provisions of Section 3.1: (i) The Guarantee Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, 8 instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ii) Any direction or act of the Guarantor contemplated by this Guarantee Agreement shall be sufficiently evidenced by an Officer's Certificate unless otherwise prescribed herein. (iii) Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officer's Certificate which, upon receipt of such request from the Guarantee Trustee, shall be promptly delivered by the Guarantor. (iv) The Guarantee Trustee may consult with legal counsel, and the advice or written opinion of such legal counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Guarantor or any of its Affiliates and may be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction. (v) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such security and indemnity as would satisfy a reasonable person in the position of the Guarantee Trustee, against the costs, expenses (including attorneys' fees and expenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee. (vi) The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (vii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, and the Guarantee Trustee shall not be responsible for any negligence or willful misconduct on the part of any such agent or attorney appointed with due care by it hereunder. 9 (viii) Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received and (C) shall be fully protected in acting in accordance with such instructions. (b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty to act in accordance with such power and authority. Section 3.3. Indemnity. The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Guarantee Trustee, arising out of or in connection with the acceptance or administration of this Guarantee Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Guarantee Trustee will not claim or exact any lien or charge on any Guarantee Payments as a result of any amount due to it under this Guarantee Agreement. Section 3.4. Expenses. The Guarantor shall from time to time reimburse the Guarantee Trustee for its expenses and costs (including reasonable attorneys' or agents' fees) incurred in connection with the performance of its duties hereunder. ARTICLE IV. GUARANTEE TRUSTEE Section 4.1. Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall: (i) not be an Affiliate of the Guarantor; and (ii) be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such 10 corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority, then, for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2. (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee. (a) No resignation or removal of the Guarantee Trustee and no appointment of a Successor Guarantee Trustee pursuant to this Article shall become effective until the acceptance of appointment by the Successor Guarantee Trustee by written instrument executed by the Successor Guarantee Trustee and delivered to the Holders and the Guarantee Trustee. (b) Subject to the immediately preceding paragraph, a Guarantee Trustee may resign at any time by giving written notice thereof to the Holders. The Guarantee Trustee shall appoint a successor by requesting from at least three Persons meeting the eligibility requirements such Person's expenses and charges to serve as the Guarantee Trustee, and selecting the Person who agrees to the lowest expenses and charges. If the instrument of acceptance by the Successor Guarantee Trustee shall not have been delivered to the Guarantee Trustee within 60 days after the giving of such notice of resignation, the Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for the appointment of a Successor Guarantee Trustee. (c) The Guarantee Trustee may be removed for cause at any time by Act (within the meaning of Section 6.8 of the Trust Agreement) of the Holders of at least a Majority in Liquidation Amount of the Trust Preferred Securities, delivered to the Guarantee Trustee. (d) If a resigning Guarantee Trustee shall fail to appoint a successor, or if a Guarantee Trustee shall be removed or become incapable of acting as Guarantee Trustee, or if any vacancy shall occur in the office of any Guarantee Trustee for any cause, the Holders of the Trust Preferred Securities, by Act of the Holders of record of not less than 25% in aggregate Liquidation Amount of the Trust Preferred Securities then outstanding delivered to such Guarantee Trustee, shall promptly appoint a successor Guarantee Trustee. If no Successor Guarantee Trustee shall have been so appointed by the Holders of the Trust Preferred Securities and such appointment accepted by the Successor Guarantee Trustee, any Holder, on behalf of 11 himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a Successor Guarantee Trustee. ARTICLE V. GUARANTEE Section 5.1. Guarantee. The Guarantor irrevocably and unconditionally agrees to pay in full, on a subordinated basis as set forth in Article VI, to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer Trust), as and when due, regardless of any defense, right of set-off or counterclaim which the Issuer Trust may have or assert, except the defense of payment. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts to the Holders. The Guarantor shall give prompt written notice to the Guarantee Trustee in the event it makes any direct payment hereunder. Section 5.2. Waiver of Notice and Demand. The Guarantor hereby waives notice of acceptance of the Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, the Issuer Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. Section 5.3. Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Issuer Trust; (b) the extension of time for the payment by the Issuer Trust of all or any portion of the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Junior Subordinated Debentures as so provided in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities; 12 (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Trust Preferred Securities, or any action on the part of the Issuer Trust granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the assets of the Issuer Trust; (e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities; (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment of the underlying obligation), it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing. Section 5.4. Rights of Holders. The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person. Section 5.5. Guarantee of Payment. This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer Trust) or upon the distribution of Junior Subordinated Debentures to Holders as provided in the Trust Agreement. 13 Section 5.6. Subrogation. The Guarantor shall be subrogated to all rights (if any) of the Holders against the Issuer Trust in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement or any payments are due to the holders of Trust Preferred Securities under the Trust Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders. Section 5.7. Independent Obligations. The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer Trust with respect to the Trust Preferred Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof. ARTICLE VI. COVENANTS AND SUBORDINATION Section 6.1. Subordination. This Guarantee Agreement will constitute an unsecured obligation of the Guarantor and will rank subordinate and junior in right of payment to all Senior Indebtedness of the Guarantor to the extent and in the manner set forth in the Indenture with respect to the Junior Subordinated Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder do not constitute Senior Indebtedness of the Guarantor. Section 6.2. Pari Passu Guarantees. The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or trust preferred securities issued by the Issuer Trust and with any other security, guarantee or other obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement. 14 ARTICLE VII. TERMINATION Section 7.1. Termination. This Guarantee Agreement shall terminate and be of no further force and effect upon (i) full payment of the Redemption Price of all Trust Preferred Securities, (ii) the distribution of Junior Subordinated Debentures to the Holders in exchange for all of the Trust Preferred Securities or (iii) full payment of the amounts payable in accordance with Article IX of the Trust Agreement upon liquidation of the Issuer Trust. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case maybe, if at any time any Holder is required to repay any sums paid with respect to Trust Preferred Securities or this Guarantee Agreement. ARTICLE VIII. MISCELLANEOUS Section 8.1. Successors and Assigns. All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Trust Preferred Securities then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article IX of the Indenture and pursuant to which the assignee agrees in writing to perform the Guarantor's obligations hereunder, the Guarantor shall not assign its obligations hereunder, and any purported assignment that is not in accordance with these provisions shall be void. Section 8.2. Amendments. Except with respect to any changes that do not materially adversely affect the rights of the Holders (in which case no consent of the Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than a Majority in Liquidation Amount of the Trust Preferred Securities. The provisions of Article VI of the Trust Agreement concerning meetings of the Holders shall apply to the giving of such approval. Section 8.3. Notices. Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied (confirmed by delivery of the original) or mailed by first class mail as follows: 15 (a) if given to the Guarantor, to the address or telecopy number set forth below or such other address or telecopy number or to the attention of such other Person as the Guarantor may give notice to the Holders: Great Wolf Resorts, Inc. 122 West Washington Avenue Madison, Wisconsin 53703 Facsimile No.: (608) 661-4701 Attention: Office of the Secretary (b) if given to the Issuer Trust, in care of the Guarantee Trustee, at the Issuer Trust's (and the Guarantee Trustee's) address set forth below or such other address or telecopy number or to the attention of such other Person as the Guarantee Trustee on behalf of the Issuer Trust may give notice to the Holders: c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Facsimile No.: (302) 636-4140 Attention: Corporate Trust Administration with a copy to: Great Wolf Resorts, Inc. 122 West Washington Avenue Madison, Wisconsin 53703 Facsimile No.: (608) 661-4701 Attention: Office of the Secretary (c) if given to the Guarantee Trustee: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington Delaware 19890-0001 Facsimile No.: (302) 636-4140 Attention: Corporate Trust Administration (d) if given to any Holder, at the address set forth on the books and records of the Issuer Trust. All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a 16 notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver. Section 8.4. Benefit. This Guarantee Agreement is solely for the benefit of the Holders and is not separately transferable from the Trust Preferred Securities. Section 8.5. Interpretation. In this Guarantee Agreement, unless the context otherwise requires: (a) capitalized terms used in this Guarantee Agreement but not defined in the preamble hereto have the respective meanings assigned to them in Section 1.1; (b) a term defined anywhere in this Guarantee Agreement has the same meaning throughout; (c) all references to "the Guarantee Agreement" or "this Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented or amended from time to time; (d) all references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified; (e) a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires; (f) a reference to the singular includes the plural and vice versa; and (g) the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders. Section 8.6. Governing Law. THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 17 Section 8.7. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 18 THIS GUARANTEE AGREEMENT is executed as of the day and year first above written. GREAT WOLF RESORTS, INC., as Guarantor By:____________________________________ Name: Title: WILMINGTON TRUST COMPANY, as Guarantee Trustee, and not in its individual capacity By:____________________________________ Name: Title: EX-4.12 7 g01711a1exv4w12.txt EX-4.12 FORM OF TRUST COMMON SECURITIES GUARANTEE AGREEMENT EXHIBIT 4.12 COMMON SECURITIES GUARANTEE AGREEMENT of GREAT WOLF RESORTS, INC. (as Guarantor) June ___, 2006 TABLE OF CONTENTS

PAGE ---- ARTICLE I DEFINITIONS Section 1.1. Definitions....................................................................................................... 2 ARTICLE II GUARANTEE Section 2.1. Guarantee......................................................................................................... 2 Section 2.2. Waiver of Notice and Demand....................................................................................... 3 Section 2.3. Obligations Not Affected.......................................................................................... 3 Section 2.4. Rights of Holders................................................................................................. 4 Section 2.5. Guarantee of Payment.............................................................................................. 4 Section 2.6. Subrogation....................................................................................................... 4 Section 2.7. Independent Obligations........................................................................................... 4 ARTICLE III COVENANTS AND SUBORDINATION Section 3.1. Subordination..................................................................................................... 5 Section 3.2. Pari Passu Guarantees............................................................................................. 5 ARTICLE IV TERMINATION Section 4.1. Termination....................................................................................................... 5 ARTICLE V MISCELLANEOUS Section 5.1. Successors and Assigns............................................................................................ 5 Section 5.2. Amendments........................................................................................................ 6 Section 5.3. Notices........................................................................................................... 6 Section 5.4. Benefit........................................................................................................... 7 Section 5.5. Interpretation.................................................................................................... 7 Section 5.6. Governing Law..................................................................................................... 7 Section 5.7. Counterparts...................................................................................................... 7

This GUARANTEE AGREEMENT, dated as of June __, 2006 is executed and delivered by GREAT WOLF RESORTS, INC., a Delaware corporation (the "Guarantor") having its principal office at 122 West Washington Avenue, Madison, WI 53703, for the benefit of the Holders (as defined herein) from time to time of the Common Securities (as defined herein) of GW Capital Trust II, a Delaware statutory trust (the "Issuer Trust"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the "Trust Agreement"), dated as of June __, 2006, among Great Wolf Resorts, Inc., as Sponsor, Wilmington Trust Company, as Property Trustee (the "Property Trustee"), Wilmington Trust Company, as Delaware Trustee (the "Delaware Trustee") (collectively, the "Issuer Trustees"), two individuals selected by the holders of the Common Securities to act as administrative trustees with respect to the Issuer Trust and the Holders from time to time of undivided beneficial ownership interests in the assets of the Issuer Trust, the Issuer Trust is issuing $__ aggregate liquidation amount of its __% Common Securities, liquidation amount $25 per common security (the "Common Securities") [(including $___ in aggregate liquidation amount of additional Common Securities being issued pursuant to an over-allotment option granted to the underwriters of the trust preferred securities of the Trust)], representing common undivided beneficial ownership interests in the assets of the Issuer Trust and having the terms set forth in the Trust Agreement; WHEREAS, as incentive for the Holders to purchase the Common Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Common Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein; and WHEREAS, the Guarantor is also executing and delivering a guarantee agreement (the "Trust Preferred Securities Guarantee Agreement") for the benefit of the holders of the Trust Preferred Securities (as defined in the Trust Agreement) in substantially identical terms to this Common Securities Guarantee Agreement, except that if any Event of Default (as defined in the Trust Agreement) resulting from a Debenture Default has occurred and is continuing, the rights of Holders of the Common Securities to receive Guarantee Payments under this Common Securities Guarantee Agreement are subordinated to the rights of holders of Trust Preferred Securities to receive Guarantee Payments under the Trust Preferred Securities Guarantee Agreement. NOW, THEREFORE, in consideration of the purchase of the Common Securities by each Holder, which purchase the Guarantor hereby acknowledges shall benefit the Guarantor, and intending to be legally bound hereby, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time of the Common Securities. ARTICLE I DEFINITIONS Section 1.1. Definitions. As used in this Guarantee Agreement, the terms set forth below shall, unless the context otherwise requires, have the following meanings. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement as in effect on the date hereof. "Guarantee Payments" means the following payments or distributions, without duplication, with respect to the Common Securities, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid Distributions required to be paid on the Common Securities, to the extent the Issuer Trust shall have funds on hand available therefor at such time, (ii) the Redemption Price, with respect to the Common Securities called for redemption by the Issuer Trust, to the extent that the Issuer Trust shall have funds on hand available therefor at such time, and (iii) upon a voluntary or involuntary dissolution, winding-up or liquidation of the Issuer Trust, unless Junior Subordinated Debentures are distributed to the Holders, the lesser of (a) the aggregate of the liquidation amount and all accumulated and unpaid Distributions to but excluding the date of payment, to the extent that the Issuer Trust shall have funds on hand available therefor at such time, and (b) the amount of assets of the Issuer Trust remaining available for distribution to Holders on liquidation of the Issuer Trust (in either case, the "Liquidation Distribution"). If any Event of Default resulting from a Debenture Default has occurred and is continuing, no Guarantee Payments with respect to the Common Securities shall be made until holders of Trust Preferred Securities shall be paid in full the Guarantee Payments to which they are entitled under the Trust Preferred Securities Guarantee Agreement. "Holder" means any holder, as registered on the books and records of the Issuer Trust, of any Common Securities. ARTICLE II GUARANTEE Section 2.1. Guarantee. The Guarantor irrevocably and unconditionally agrees to pay in full, on a subordinated basis as set forth in Article III, to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer Trust), as and when due, regardless of any defense, right of set-off or counterclaim which the Issuer Trust may have or assert, except the defense of payment. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the 2 Issuer Trust to pay such amounts to the Holders. The Guarantor shall give prompt written notice to the Guarantee Trustee in the event it makes any direct payment hereunder. Section 2.2. Waiver of Notice and Demand. The Guarantor hereby waives notice of acceptance of the Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Issuer Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. Section 2.3. Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer Trust of any express or implied agreement, covenant, term or condition relating to the Common Securities to be performed or observed by the Issuer Trust; (b) the extension of time for the payment by the Issuer Trust of all or any portion of the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Junior Subordinated Debentures as so provided in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Common Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Common Securities; (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Common Securities, or any action on the part of the Issuer Trust granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the assets of the Issuer Trust; (e) any invalidity of, or defect or deficiency in, the Common Securities; (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment of the underlying obligation), it being the intent of this Section 2.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. 3 There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing. Section 2.4. Rights of Holders. The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be for the benefit of the Holders; (ii) the Holders of a Majority in Liquidation Amount of the Common Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this Guarantee Agreement or exercising any trust or power conferred under this Guarantee Agreement; and (iii) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer Trust or any other Person. Section 2.5. Guarantee of Payment. This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer Trust) or upon the distribution of Junior Subordinated Debentures to Holders as provided in the Trust Agreement. Section 2.6. Subrogation. The Guarantor shall be subrogated to all rights (if any) of the Holders against the Issuer Trust in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement or any payments are due to the holders of Trust Preferred Securities under the Trust Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders. Section 2.7. Independent Obligations. The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer Trust with respect to the Common Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 2.3 hereof. 4 ARTICLE III COVENANTS AND SUBORDINATION Section 3.1. Subordination. This Guarantee Agreement will constitute an unsecured obligation of the Guarantor and will rank subordinate and junior in right of payment to all Senior Indebtedness of the Guarantor to the extent and in the manner set forth in the Indenture with respect to the Junior Subordinated Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder do not constitute Senior Indebtedness of the Guarantor. Section 3.2. Pari Passu Guarantees. The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with any similar guarantee agreements issued by the Guarantor on behalf of the holders of common securities issued by the Issuer Trust and with any other security, guarantee or other obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement. ARTICLE IV TERMINATION Section 4.1. Termination. This Guarantee Agreement shall terminate and be of no further force and effect upon (i) full payment of the Redemption Price of all Common Securities, (ii) the distribution of Junior Subordinated Debentures to the Holders in exchange for all of the Common Securities or (iii) full payment of the amounts payable in accordance with Article IX of the Trust Agreement upon liquidation of the Issuer Trust. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case maybe, if at any time any Holder is required to repay any sums paid with respect to Common Securities or this Guarantee Agreement. ARTICLE V MISCELLANEOUS Section 5.1. Successors and Assigns. All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Common Securities then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article IX of the Indenture and pursuant to which the assignee agrees in writing to perform the Guarantor's 5 obligations hereunder, the Guarantor shall not assign its obligations hereunder, and any purported assignment that is not in accordance with these provisions shall be void. Section 5.2. Amendments. Except with respect to any changes that do not materially adversely affect the rights of the Holders (in which case no consent of the Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than a Majority in Liquidation Amount of the Common Securities. The provisions of Article VI of the Trust Agreement concerning meetings of the Holders shall apply to the giving of such approval. Section 5.3. Notices. Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied (confirmed by delivery of the original) or mailed by first class mail as follows: (a) if given to the Guarantor, to the address or telecopy number set forth below or such other address or telecopy number or to the attention of such other Person as the Guarantor may give notice to the Holders: Great Wolf Resorts, Inc. 122 West Washington Avenue Madison, Wisconsin 53703 Facsimile No.: (608) 661-4701 Attention: Office of the Secretary (b) if given to the Issuer Trust, in care of the Property Trustee, at the Issuer Trust's (and the Property Trustee's) address set forth below or such other address or telecopy number or to the attention of such other Person as the Property Trustee on behalf of the Issuer Trust may give notice to the Holders: c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Facsimile No.: (302) 636-4140 Attention: Corporate Trust Administration with a copy to: Great Wolf Resorts, Inc. 122 West Washington Avenue Madison, Wisconsin 53703 Facsimile No.: (608) 661-4701 Attention: Office of the Secretary 6 (c) if given to any Holder, at the address set forth on the books and records of the Issuer Trust. All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver. Section 5.4. Benefit. This Guarantee Agreement is solely for the benefit of the Holders and is not separately transferable from the Common Securities. Section 5.5. Interpretation. In this Guarantee Agreement, unless the context otherwise requires: (a) capitalized terms used in this Guarantee Agreement but not defined in the preamble hereto have the respective meanings assigned to them in Section 1.1; (b) a term defined anywhere in this Guarantee Agreement has the same meaning throughout; (c) all references to "the Guarantee Agreement" or "this Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented or amended from time to time; (d) all references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified; (e) a reference to the singular includes the plural and vice versa; and (f) the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders. Section 5.6. Governing Law. THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 5.7. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 7 THIS GUARANTEE AGREEMENT is executed as of the day and year first above written. GREAT WOLF RESORTS, INC., as Guarantor By: _________________________ Name: Title: 8 EX-4.13 8 g01711a1exv4w13.txt EX-4.13 FORM OF OFFICER'S CERTIFICATE EXHIBIT 4.13 OFFICER'S CERTIFICATE JUNE __, 2006 Pursuant to Section 2.03 of the Junior Subordinated Indenture, dated as of June __, 2006 (the "BASE INDENTURE") between the Great Wolf Resorts, Inc. (the "COMPANY") and Wilmington Trust Company, as Indenture Trustee (the "INDENTURE TRUSTEE"), the undersigned [Chief Executive Officer][Chief Financial Officer], pursuant to authority granted by the Company's Board of Directors in resolutions duly adopted on May 23, 2006 and pursuant to the resolutions duly adopted on June __, 2006 by the Pricing Committee of the Board of Directors, hereby certifies and establishes the terms of the __% Junior Subordinated Debentures due 2036 (the "DEBENTURES") of the Company and attaches as Exhibit A the form of the Debentures to be issued and authenticated in accordance with the terms of the Base Indenture and sold and delivered to GW Capital Trust II (the "TRUST") pursuant to the Junior Subordinated Debenture Subscription Agreement (as defined in the Trust Agreement), in each case, as of the date hereof: Title: __% Junior Subordinated Debentures due 2036 Aggregate Principal Amount: $__ Maturity Date: June , 2036 Annual Rate of Interest: __%, subject to increase as provided in the form of Debentures Interest Payment Dates: Interest on the Debentures will accrue from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including _______, 2006 to but excluding the date the principal hereof has been paid or duly made available for payment, subject to the right of the Company to defer interest payments for up to six consecutive quarters as set forth in the form of Debentures. Interest is payable quarterly in arrears on March __, June __, September __ and December __ of each year, commencing September __, 2006 (each, an "INTEREST PAYMENT DATE"). Record Dates: Interest will be payable, subject to certain exceptions specified in the form of Debentures, to the Person (as defined in the Base Indenture) in whose name the Debentures are registered at the close of business on the 15th calendar day (whether or not a Business Day (as defined in the Base Indenture)) next preceding such Interest Payment Date. Redemption Provisions: The Debentures will be redeemable prior to maturity at the option of the Company: (i) on or after June __, 2011, in whole or in part on one or more occasions, at any time; (ii) prior to June __, 2011, in whole (but not in part) at any time within 90 calendar days following the occurrence and continuation of a Tax Event or an Investment Company Event (each as defined in the form of Debentures); and (iii) on and after the 30th calendar day after the occurrence of a Special Event (as defined in the form of Debentures) but prior to a Special Event Termination (as defined in the form of Debentures), in each case, at a redemption price equal to 100% of the principal amount of Debentures to be redeemed plus any accumulated and unpaid interest, including any Compounded Interest (as defined in the form of Debentures), and any Additional Sums (as defined in the form of Debentures), to but excluding the redemption date. Form and Denomination: One certificate in fully registered form in the aggregate principal amount of $_____________. Definitive Notes: May be issued only upon satisfaction of the conditions set forth in the Base Indenture. Trust For purposes of this Officer's Certificate and the Debentures, "TRUST" and "ISSUER TRUST" shall mean GW Capital Trust II, a Delaware statutory trust, or any permitted successor thereto. Property Trustee and Depositary: The Company hereby appoints Wilmington Trust Company, the property trustee, as depositary for the Debentures; provided that, in the event of a distribution of Debentures to the holders of trust preferred securities of GW Capital Trust II, The Depository Trust Company will be appointed as depositary for the Debentures. Other: All other terms and other provisions of the Debentures required to be set forth in an Officer's Certificate pursuant to Section 2.03 of the Base Indenture are as specified in the Base Indenture or as set forth in the form of Debentures which is attached hereto as Exhibit A. To the extent there is any conflict or inconsistency regarding a term or other provision of the Debentures between the Base Indenture and this Officer's Certificate (including the form of Debentures attached hereto), then this Officer's Certificate and such form shall govern. 2 IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above. By: ----------------------------------- Name: Title: 3 EX-5.1 9 g01711a1exv5w1.txt EX-5.1 OPINION OF KING & SPALDING LLP REGARDING VALIDITY Exhibit 5.1 [Letterhead of King & Spalding LLP] June 20, 2006 Great Wolf Resorts, Inc. GW Capital Trust II c/o Great Wolf Resorts, Inc. 122 West Washington Avenue Madison, Wisconsin 53703 Ladies and Gentlemen: We have acted as counsel to Great Wolf Resorts, Inc., a Delaware corporation (the "Company") and GW Capital Trust II, a Delaware statutory trust (the "Trust"), in connection with the Registration Statement on Form S-1 (the "Registration Statement") filed by the Company and the Trust with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the registration by the Company and the Trust of (i) $57,500,000 in aggregate liquidation amount of trust preferred securities of the Trust (the "Trust Preferred Securities"), (ii) Junior Subordinated Debentures due 2036 of the Company (the "Junior Subordinated Debentures") and (iii) guarantees of the Trust Preferred Securities (the "Guarantees"). In our capacity as such counsel, we have examined (1) the Registration Statement, (2) the Certificate of Trust of the Trust, effective as of May 25, 2006 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on May 25, 2006, (3) a form of Junior Subordinated Indenture (the "Indenture") to be entered into between the Company and Wilmington Trust Company, as indenture trustee, (4) a form of Junior Subordinated Debenture, and (5) a form of Trust Preferred Securities Guarantee Agreement (the "Guarantee Agreement") to be entered into between the Company, as guarantor, and Wilmington Trust Company, as guarantee trustee (the "Guarantee Trustee"). Items (2) through (5) have been filed as exhibits to the Registration Statement. We have reviewed such matters of law and examined original, certified, conformed or photographic copies of such other documents, records, agreements and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In such review, we have assumed the genuineness of signatures on all documents submitted to us as originals and the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies, and, as to certificates of public officials, we have assumed the same to be accurate and to have been given properly. We have relied, as to the matters set forth therein, on certificates and telegrams of public officials and representatives of the Company. We also have assumed that (i) at the time of the execution, authentication, issuance and delivery of the Junior Subordinated Debentures, the Indenture will have been duly executed and delivered by the Company and will be a valid and binding obligation of the Indenture Trustee, and (ii) at the time of the issuance of the Guarantees, the Guarantee Agreement will have been GW Capital Trust II Great Wolf Resorts, Inc. June 20, 2006 Page 2 duly executed and delivered by the Company and will be a valid and binding obligation of the Guarantee Trustee. Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that: 1. Assuming (a) the taking of all necessary corporate action to approve the issuance and terms of the Junior Subordinated Debentures, the terms of the offering thereof and the related matters by the Board of Directors of the Company, a duly constituted and acting committee of such Board or duly authorized officers of the Company (such Board of Directors, committee or authorized officers being hereinafter referred to as the "Board") and (b) the due execution, authentication, issuance and delivery of the Junior Subordinated Debentures, upon payment of the consideration therefor provided for in the applicable definitive underwriting agreement and otherwise in accordance with the provisions of the Indenture and such agreement, the Junior Subordinated Debentures will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture. 2. Assuming (a) the taking of all necessary corporate action to approve the issuance and terms of the Guarantees, the terms of the offering thereof and related matters by the Board, (b) the due execution, authentication, issuance and delivery of the Trust Preferred Securities underlying such Guarantees, upon payment of the consideration therefore provided in the applicable definitive underwriting agreement and otherwise in accordance with the provisions of the declaration of trust pursuant to which such Trust Preferred Securities will be issued and such agreement and (c) the due issuance of the Guarantees, the Guarantees will constitute valid and binding obligations of the Company, enforceable against the Company and entitled to the benefits of the Guarantee Agreement. Our opinions set forth in paragraphs 1 and 2 above are subject to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). We are members of the Bar of the State of New York, the State of Georgia and the State of Texas. This opinion letter is limited in all respects to the laws of the State of New York and the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. GW Capital Trust II Great Wolf Resorts, Inc. June 20, 2006 Page 3 We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement, to the reference to our firm under the caption "Legal Matters" in the prospectus constituting part of the Registration Statement and to the incorporation by reference of this opinion and consent as exhibits to any registration statement filed in accordance with Rule 462(b) under the Act relating to the offering described in the Registration Statement. Very truly yours, /s/ King & Spalding LLP EX-5.2 10 g01711a1exv5w2.txt EX-5.2 OPINION OF RICHARDS, LAYTON & FINGER, P.A. REGARDING VALIDITY Exhibit 5.2 [Letterhead of Richards, Layton & Finger, P.A.] June 20, 2006 GW Capital Trust II c/o Great Wolf Resorts, Inc. 122 West Washington Avenue Madison, Wisconsin 53703 Re: GW Capital Trust II Ladies and Gentlemen: We have acted as special Delaware counsel for Great Wolf Resorts, Inc., a Delaware corporation (the "Company"), and GW Capital Trust II, a Delaware statutory trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust, effective as of May 25, 2006 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on May 25, 2006; (b) The Declaration of Trust of the Trust, dated as of May 25, 2006, among the Company, as sponsor, and the trustees of the Trust named therein; (c) The Registration Statement (the "Initial Registration Statement") on Form S-1, including a prospectus (the "Prospectus") relating to the Preferred Securities of the Trust representing preferred undivided beneficial interests in the assets of the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), filed by the Company, the Trust and others with the Securities and Exchange Commission (the "SEC") on June 5, 2006, as amended by Amendment No. 1 thereto, as proposed to be to be filed by the Company, the Trust and others with the SEC on or about June 20, 2006 (the Initial Registration Statement as amended by Amendment No. 1 being hereinafter referred to as the "Registration Statement"); (d) A form of Amended and Restated Declaration of Trust of the Trust, to be entered into among the Company, as sponsor, the trustees of the Trust named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the Trust (including Exhibits C and D thereto) (the "Declaration"), incorporated by reference as an exhibit to the Registration Statement; and GW Capital Trust II June 20, 2006 Page 2 (e) A Certificate of Good Standing for the Trust, dated June 20, 2006, obtained from the Secretary of State. Capitalized terms used herein and not otherwise defined are used as defined in the Declaration. For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. For purposes of this opinion, we have assumed (i) that the Declaration and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents, (vi) that each Person to whom a Preferred Security is to be issued by the Trust (collectively, the "Preferred Security Holders") will receive a Preferred Securities Certificate for such Preferred Security and will pay for the Preferred Security acquired by it, in accordance with the Declaration and the Registration Statement, and (vii) that the Preferred Securities will be issued and sold to the Preferred Security Holders in accordance with the Declaration and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws and blue sky laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect. GW Capital Trust II June 20, 2006 Page 3 Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act (12 Del. C.ss.3801, et seq.). 2. The Preferred Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 3. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished to, or relied upon by, any other Person for any purpose. Very truly yours, /s/ Richards, Layton & Finger, P.A. BJK/DD EX-8.1 11 g01711a1exv8w1.txt EX-8.1 TAX OPINION OF KING & SPALDING LLP EXHIBIT 8.1 [K&S Letterhead] June 20, 2006 Great Wolf Resorts, Inc. 122 West Washington Avenue Madison, WI 53703 RE: FORM S-1 REGISTRATION STATEMENT Ladies and Gentlemen: We have acted as counsel to Great Wolf Resorts, Inc. (the "Company") and GW Capital Trust II (the "Trust") in connection with the Registration Statement on Form S-1 filed on the date hereof with the Securities and Exchange Commission (the "Registration Statement") relating to the registration of (1) the Trust Preferred Securities (Liquidation Amount of $25 per Trust Preferred Security) of the Trust (the "Trust Preferred Securities"), (2) the Junior Subordinated Debentures of the Company due June 1, 2036, and (3) the Trust Preferred Securities Guarantee of the Company. We hereby confirm that the statements set forth in the Registration Statement in the section entitled "United States Federal Income Tax Consequences," subject to the qualifications, assumptions, exceptions and limitations set forth therein (and excluding any statements concerning beliefs of, or positions to be taken by, the Company or the Trust), insofar as they discuss matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute our opinion as to the material United States federal income tax consequences of the purchase, ownership and disposition of the Trust Preferred Securities. We hereby consent to the filing with the Securities and Exchange Commission of this letter as an exhibit to the Registration Statement and the reference to us under the caption "United States Federal Income Tax Consequences." In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ King & Spalding LLP ATLANTA o HOUSTON o LONDON o NEW YORK o WASHINGTON, D.C. EX-21.1 12 g01711a1exv21w1.txt EX-21.1 LIST OF SUBSIDIARIES EXHIBIT 21.1 SUBSIDIARIES LIST Blue Harbor Resort Sheboygan, LLC GLGB Manager III, LLC Great Bear Lodge of Wisconsin Dells, LLC Great Lakes Services, LLC Great Wolf Capital Trust I Great Wolf Kansas SPE, LLC Great Wolf Lodge of Chehalis, LLC Great Wolf Lodge of Grapevine, LLC Great Wolf Lodge of Kansas City, LLC Great Wolf Lodge of PKI, LLC Great Wolf Lodge of the Poconos, LLC Great Wolf Lodge of Traverse City, LLC Great Wolf Lodge of Williamsburg, LLC Great Wolf TC Development, LLC Great Wolf Traverse SPE, LLC GWL Development PKI, LLC GWL KC Beverage, Inc. GWR Michigan, LLC GWR OP General Partner, LLC GWR Operating Partnership, LLLP Mason Family Resorts, LLC Niagara Glenview Tent & Trailer Park Company (Nova Scotia) Williamsburg Meadows, LLC GW Capital Trust II EX-23.2 13 g01711a1exv23w2.txt EX-23.2 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement Nos. 333-134716 and 333-134716-01 on Form S-1 of our reports dated March 15, 2006, relating to the consolidated financial statements of Great Wolf Resorts, Inc. and subsidiaries and the combined financial statements of Great Lakes Predecessor and management's report on the effectiveness of internal control over financial reporting (which report expresses an adverse opinion on the effectiveness of the Company's internal control over financial reporting and does not express an opinion or any other form of assurance on management's statement regarding the process taken by management to address the material weaknesses) appearing in the Annual Report on Form 10-K of Great Wolf Resorts, Inc. for the year ended December 31, 2005 and to the reference to us under the headings "Summary Financial Data" and "Experts" in the Prospectus, which is part of these Registration Statements. /s/ Deloitte & Touche LLP Milwaukee, Wisconsin June 19, 2006 EX-23.3 14 g01711a1exv23w3.txt EX-23.3 CONSENT OF RUBINBROWN LLP [RUBINBROWN LOGO] RubinBrown LLP Certified Public Accountants & Business Consultants One North Brentwood Saint Louis, MO 63105 T 314.290.3300 F 314.290.3400 W rubinbrown.com E info@rubinbrown.com EXHIBIT 23.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Great Wolf Resorts, Inc We hereby consent to the use in this Registration Statement on Form S-1 (Numbers 333-134716 and 333-134716-01) of our report dated May 5, 2005, except for Note 12, dated January 20, 2006, 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 heading "Experts" in such Registration Statement. /s/ RubinBrown LLP St. Louis, Missouri June 19, 2006 an independent member of BAKER TILLY INTERNATIONAL EX-25.1 15 g01711a1exv25w1.txt EX-25.1 FORM T-1 STATEMENT OF ELIGIBILITY OF INDENTURE TRUSTEE EXHIBIT 25.1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) __ WILMINGTON TRUST COMPANY (Exact name of Trustee as specified in its charter) DELAWARE 51-0055023 (Jurisdiction of incorporation of (I.R.S. Employer organization if not a U.S. national bank) Identification No.) 1100 NORTH MARKET STREET WILMINGTON, DELAWARE 19890-0001 (302) 651-1000 (Address of principal executive offices, including zip code) CAROLYN MCKINNEY AFSHAR VICE PRESIDENT AND COUNSEL WILMINGTON TRUST COMPANY 1100 NORTH MARKET STREET WILMINGTON, DELAWARE 19890-0001 (302) 651-1360 (Name, address, including zip code, and telephone number, including area code, of agent of service) GREAT WOLF RESORTS, INC. (Exact name of obligor as specified in its charter) DELAWARE 51-0510250 (State or other jurisdiction or (I.R.S. Employer incorporation or organization) Identification No.) 122 WEST WASHINGTON AVENUE MADISON, WISCONSIN 53703 (Address of principal executive offices, including zip code) ---------- JUNIOR SUBORDINATED DEBENTURES (Title of the indenture securities) ================================================================================ ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Federal Deposit Insurance Corp. State Bank Commissioner 20 Exchange Place, Room 6014 555 East Loockerman Street, Suite 210 New York, New York 10005 Dover, Delaware 19901 (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation: Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. - A copy of the Charter of Wilmington Trust Company (Exhibit 1), which includes the certificate of authority of Wilmington Trust Company to commence business (Exhibit 2) and the authorization of Wilmington Trust Company to exercise corporate trust powers (Exhibit 3). - A copy of the existing By-Laws of Wilmington Trust Company (Exhibit 4). - Consent of Wilmington Trust Company required by Section 321(b) of the Trust Indenture Act (Exhibit 6). - A copy of the latest Report of Condition of Wilmington Trust Company (Exhibit 7). Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 20th day of June, 2006. [SEAL] WILMINGTON TRUST COMPANY Attest: /s/ Christopher J. Monigle By: /s/ Patricia A. Evans ----------------------------- ------------------------------------ Assistant Secretary Name: Patricia A. Evans Title: Vice President EXHIBIT 1 AMENDED CHARTER WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON MAY 9, 1987 AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows: FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY. SECOND: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is WILMINGTON TRUST COMPANY whose address is Rodney Square North, in said City. In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority. THIRD: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.: (1) To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created. (2) To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere. (3) To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business. (4) To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches. (5) To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property. (6) To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality. (7) To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations. (8) To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere. (9) To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment. (10) And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation. (11) To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all 2 the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein. (b) In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers: (1) To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world. (2) To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. (3) To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated. (4) To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments. (5) To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place. (6) It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers. FOURTH: - (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of: (1) One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as "Preferred Stock"); and (2) Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as "Common Stock"). (b) Shares of Preferred Stock may be issued from time to time in one or more series as may from time 3 to time be determined by the Board of Directors each of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article FOURTH, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following: (1) The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors; (2) The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative; (3) The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange; (4) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed. (5) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation. (6) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and (7) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine. (c) (1) After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article FOURTH), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article FOURTH), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article FOURTH, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors. 4 (2) After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article FOURTH), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively. (3) Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders. (d) No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion. (e) The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article FOURTH and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article FOURTH that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock. (f) Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (g) Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (h) The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon. FIFTH: - (a) The business and affairs of the Corporation shall be conducted and managed by a Board of 5 Directors. The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board. (b) The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year. At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors. At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. (c) Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose. (d) Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days' notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board. (e) Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee. (f) The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. (g) No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied. SIXTH: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper. 6 SEVENTH: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled "An Act Providing a General Corporation Law", approved March 10, 1899, as from time to time amended. EIGHTH: - This Act shall be deemed and taken to be a private Act. NINTH: - This Corporation is to have perpetual existence. TENTH: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. ELEVENTH: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever. TWELFTH: - The Corporation may transact business in any part of the world. THIRTEENTH: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class). FOURTEENTH: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them. FIFTEENTH: - (a) (1) In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article FIFTEENTH: (A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or (C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or (D) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or 7 (E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder, shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. (2) The term "business combination" as used in this Article FIFTEENTH shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a). (b) The provisions of section (a) of this Article FIFTEENTH shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board. (c) For the purposes of this Article FIFTEENTH: (1) A "person" shall mean any individual, firm, corporation or other entity. (2) "Interested Stockholder" shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction: (A) is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or (B) is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or (C) is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. (3) A person shall be the "beneficial owner" of any Voting Shares: (A) which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or (B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange 8 rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or (C) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation. (4) The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise. (5) "Affiliate" and "Associate" shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981. (6) "Subsidiary" shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation. (d) majority of the directors shall have the power and duty to determine for the purposes of this Article FIFTEENTH on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more. (e) Nothing contained in this Article FIFTEENTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law. SIXTEENTH: Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of this Charter or Act of Incorporation. SEVENTEENTH: (a) a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended. (b) Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification." 9 EXHIBIT 4 BY-LAWS WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON DECEMBER 16, 2004 BY-LAWS OF WILMINGTON TRUST COMPANY ARTICLE 1 STOCKHOLDERS' MEETINGS Section 1. Annual Meeting. The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors. Section 2. Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. Section 3. Notice. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting. Section 4. Quorum. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder's name on the books of the Company on the record date for any such meeting as determined herein. ARTICLE 2 DIRECTORS Section 1. Management. The affairs and business of the Company shall be managed by or under the direction of the Board of Directors. Section 2. Number. The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof. Section 3. Qualification. In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason. Section 4. Meetings. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President. Section 5. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors. Section 6. Quorum. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 7. Notice. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 8. Vacancies. In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 9. Organization Meeting. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board, a Chief Executive Officer and a President, who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. The Board of Directors, or a committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable. Section 10. Removal. The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 11. Responsibility of Officers. The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable. Section 12. Participation in Meetings. The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee. ARTICLE 3 COMMITTEES OF THE BOARD OF DIRECTORS Section 1. Audit Committee. (A) The Audit Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee. Section 2. Compensation Committee. (A) The Compensation Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors. (B) The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits. (C) The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee. SECTION 3. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. (A) The Nominating and Corporate Governance Committee shall be composed of not more than five members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors. (B) The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors and its committees, matters of corporate governance, succession planning for the Company's executive management and significant shareholder relations issues. (C) The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee. Section 4. Other Committees. The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws. Section 5. Associate Directors. (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors. (B) Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote. Section 6. Absence or Disqualification of Any Member of a Committee. In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ARTICLE 4 OFFICERS Section 1. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time. Section 2. Chief Executive Officer. The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board. Section 3. President. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board. Section 4. Duties. The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. Vice Presidents. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time. Section 6. Secretary. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis. In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting. He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office. Section 7. Chief Financial Officer. The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all transactions of the Company. He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time. Section 8. Controller. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. Audit Officers. The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division. Section 10. Other Officers. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned. Section 11. Powers and Duties of Other Officers. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned. Section 12. Number of Offices. Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A). ARTICLE 5 STOCK AND STOCK CERTIFICATES Section 1. Transfer. Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company. The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors. Section 3. Record Date. The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent. ARTICLE 6 SEAL The corporate seal of the Company shall be in the following form: Between two concentric circles the words "Wilmington Trust Company" within the inner circle the words "Wilmington, Delaware." ARTICLE 7 FISCAL YEAR The fiscal year of the Company shall be the calendar year. ARTICLE 8 EXECUTION OF INSTRUMENTS OF THE COMPANY The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors. ARTICLE 9 COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors. ARTICLE 10 INDEMNIFICATION Section 1. Persons Covered. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or associate director of the Company, a member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors. The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person. The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. Section 2. Advance of Expenses. The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise. Section 3. Certain Rights. If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director, associate director, member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or a person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 4. Non-Exclusive. The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 5. Reduction of Amount. The Company's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity. Section 6. Effect of Modification. Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification. ARTICLE 11 AMENDMENTS TO THE BYLAWS These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office. ARTICLE 12 MISCELLANEOUS Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders. EXHIBIT 6 SECTION 321(B) CONSENT Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. WILMINGTON TRUST COMPANY Dated: June __, 2006 By: /s/ ------------------------------------ Name: Patricia A. Evans Title: Vice President EXHIBIT 7 NOTICE This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements. REPORT OF CONDITION Consolidating domestic subsidiaries of the WILMINGTON TRUST COMPANY of WILMINGTON Name of Bank City in the State of DELAWARE, at the close of business on December 31, 2005.

Thousands of dollars ---------- ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coins................ 242,974 Interest-bearing balances.......................................... 0 Held-to-maturity securities........................................... 2,263 Available-for-sale securities......................................... 1,544,051 Federal funds sold in domestic offices................................ 310,739 Securities purchased under agreements to resell....................... 14,128 Loans and lease financing receivables: Loans and leases held for sale..................................... 0 Loans and leases, net of unearned income........................... 6,799,976 LESS: Allowance for loan and lease losses......................... 82,655 Loans and leases, net of unearned income, allowance, and reserve... 6,717,321 Assets held in trading accounts....................................... 0 Premises and fixed assets (including capitalized leases).............. 135,853 Other real estate owned............................................... 199 Investments in unconsolidated subsidiaries and associated companies... 2,545 Customers' liability to this bank on acceptances outstanding.......... 0 Intangible assets: a. Goodwill........................................................ 1,923 b. Other intangible assets......................................... 6,600 Other assets.......................................................... 207,442 Total assets.......................................................... 9,186,038

CONTINUED ON NEXT PAGE LIABILITIES Deposits: In domestic offices................................................... 7,081,644 Noninterest-bearing................................................ 988,301 Interest-bearing................................................... 6,093,343 Federal funds purchased in domestic offices........................... 454,938 Securities sold under agreements to repurchase........................ 364,013 Trading liabilities (from Schedule RC-D).............................. 0 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases:.......................................... 396,467 Bank's liability on acceptances executed and outstanding.............. 0 Subordinated notes and debentures..................................... 0 Other liabilities (from Schedule RC-G)................................ 125,938 Total liabilities..................................................... 8,423,000 EQUITY CAPITAL Perpetual preferred stock and related surplus......................... 0 Common Stock.......................................................... 500 Surplus (exclude all surplus related to preferred stock).............. 112,358 a. Retained earnings.................................................. 668,545 b. Accumulated other comprehensive income............................. (18,365) Total equity capital.................................................. 763,038 Total liabilities, limited-life preferred stock, and equity capital... 9,186,038 22 EX-25.2 16 g01711a1exv25w2.txt EX-25.2 FORM T-1 STATEMENT OF ELIGIBILITY OF PROPERTY TRUSTEE OF GW CAPITAL TRUST II EXHIBIT 25.2 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) __ WILMINGTON TRUST COMPANY (Exact name of Trustee as specified in its charter) DELAWARE 51-0055023 (Jurisdiction of incorporation of (I.R.S. Employer Identification No.) organization if not a U.S. national bank) 1100 NORTH MARKET STREET WILMINGTON, DELAWARE 19890-0001 (302) 651-1000 (Address of principal executive offices, including zip code) CAROLYN MCKINNEY AFSHAR VICE PRESIDENT AND COUNSEL WILMINGTON TRUST COMPANY 1100 NORTH MARKET STREET WILMINGTON, DELAWARE 19890-0001 (302) 651-1360 (Name, address, including zip code, and telephone number, including area code, of agent of service) GW CAPITAL TRUST II (Exact name of obligor as specified in its charter) DELAWARE [APPLIED FOR] (State or other jurisdiction or (I.R.S. Employer Identification No.) incorporation or organization) 122 WEST WASHINGTON AVENUE MADISON, WISCONSIN 53703 (Address of principal executive offices, including zip code) ---------- TRUST PREFERRED SECURITIES (Title of the indenture securities) ================================================================================ ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Federal Deposit Insurance Corp. State Bank Commissioner 20 Exchange Place, Room 6014 555 East Loockerman Street, Suite 210 New York, New York 10005 Dover, Delaware 19901 (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation: Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. - A copy of the Charter of Wilmington Trust Company (Exhibit 1), which includes the certificate of authority of Wilmington Trust Company to commence business (Exhibit 2) and the authorization of Wilmington Trust Company to exercise corporate trust powers (Exhibit 3). - A copy of the existing By-Laws of Wilmington Trust Company (Exhibit 4). - Consent of Wilmington Trust Company required by Section 321(b) of the Trust Indenture Act (Exhibit 6). - A copy of the latest Report of Condition of Wilmington Trust Company (Exhibit 7). Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 20th day of June, 2006. [SEAL] WILMINGTON TRUST COMPANY Attest: /s/ Christopher J. Monigle By: /s/ Patricia A. Evans ----------------------------- ------------------------------------ Assistant Secretary Name: Patricia A. Evans Title: Vice President EXHIBIT 1 AMENDED CHARTER WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON MAY 9, 1987 AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows: FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY. SECOND: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is WILMINGTON TRUST COMPANY whose address is Rodney Square North, in said City. In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority. THIRD: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.: (1) To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created. (2) To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere. (3) To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business. (4) To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches. (5) To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property. (6) To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality. (7) To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations. (8) To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere. (9) To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment. (10) And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation. (11) To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all 2 the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein. (b) In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers: (1) To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world. (2) To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. (3) To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated. (4) To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments. (5) To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place. (6) It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers. FOURTH: - (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of: (1) One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as "Preferred Stock"); and (2) Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as "Common Stock"). (b) Shares of Preferred Stock may be issued from time to time in one or more series as may from time 3 to time be determined by the Board of Directors each of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article FOURTH, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following: (1) The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors; (2) The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative; (3) The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange; (4) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed. (5) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation. (6) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and (7) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine. (c) (1) After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article FOURTH), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article FOURTH), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article FOURTH, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors. 4 (2) After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article FOURTH), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively. (3) Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article FOURTH, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders. (d) No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion. (e) The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article FOURTH and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article FOURTH that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock. (f) Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (g) Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (h) The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon. FIFTH: - (a) The business and affairs of the Corporation shall be conducted and managed by a Board of 5 Directors. The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board. (b) The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year. At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors. At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. (c) Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose. (d) Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days' notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board. (e) Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee. (f) The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. (g) No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied. SIXTH: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper. 6 SEVENTH: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled "An Act Providing a General Corporation Law", approved March 10, 1899, as from time to time amended. EIGHTH: - This Act shall be deemed and taken to be a private Act. NINTH: - This Corporation is to have perpetual existence. TENTH: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. ELEVENTH: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever. TWELFTH: - The Corporation may transact business in any part of the world. THIRTEENTH: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class). FOURTEENTH: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them. FIFTEENTH: - (a) (1) In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article FIFTEENTH: (A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or (C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or (D) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or 7 (E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder, shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. (2) The term "business combination" as used in this Article FIFTEENTH shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a). (b) The provisions of section (a) of this Article FIFTEENTH shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board. (c) For the purposes of this Article FIFTEENTH: (1) A "person" shall mean any individual, firm, corporation or other entity. (2) "Interested Stockholder" shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction: (A) is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or (B) is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or (C) is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. (3) A person shall be the "beneficial owner" of any Voting Shares: (A) which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or (B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange 8 rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or (C) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation. (4) The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise. (5) "Affiliate" and "Associate" shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981. (6) "Subsidiary" shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation. (d) majority of the directors shall have the power and duty to determine for the purposes of this Article FIFTEENTH on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more. (e) Nothing contained in this Article FIFTEENTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law. SIXTEENTH: Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of this Charter or Act of Incorporation. SEVENTEENTH: (a) a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended. (b) Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification." 9 EXHIBIT 4 BY-LAWS WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON DECEMBER 16, 2004 BY-LAWS OF WILMINGTON TRUST COMPANY ARTICLE 1 STOCKHOLDERS' MEETINGS Section 1. Annual Meeting. The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors. Section 2. Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. Section 3. Notice. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting. Section 4. Quorum. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder's name on the books of the Company on the record date for any such meeting as determined herein. ARTICLE 2 DIRECTORS Section 1. Management. The affairs and business of the Company shall be managed by or under the direction of the Board of Directors. Section 2. Number. The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof. Section 3. Qualification. In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason. Section 4. Meetings. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President. Section 5. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors. Section 6. Quorum. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 7. Notice. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 8. Vacancies. In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 9. Organization Meeting. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board, a Chief Executive Officer and a President, who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. The Board of Directors, or a committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable. Section 10. Removal. The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 11. Responsibility of Officers. The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable. Section 12. Participation in Meetings. The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee. ARTICLE 3 COMMITTEES OF THE BOARD OF DIRECTORS Section 1. Audit Committee. (A) The Audit Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee. Section 2. Compensation Committee. (A) The Compensation Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors. (B) The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits. (C) The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee. SECTION 3. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. (A) The Nominating and Corporate Governance Committee shall be composed of not more than five members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors. (B) The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors and its committees, matters of corporate governance, succession planning for the Company's executive management and significant shareholder relations issues. (C) The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee. Section 4. Other Committees. The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws. Section 5. Associate Directors. (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors. (B) Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote. Section 6. Absence or Disqualification of Any Member of a Committee. In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ARTICLE 4 OFFICERS Section 1. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time. Section 2. Chief Executive Officer. The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board. Section 3. President. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board. Section 4. Duties. The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. Vice Presidents. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time. Section 6. Secretary. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis. In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting. He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office. Section 7. Chief Financial Officer. The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all transactions of the Company. He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time. Section 8. Controller. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. Audit Officers. The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division. Section 10. Other Officers. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned. Section 11. Powers and Duties of Other Officers. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned. Section 12. Number of Offices. Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A). ARTICLE 5 STOCK AND STOCK CERTIFICATES Section 1. Transfer. Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company. The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors. Section 3. Record Date. The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent. ARTICLE 6 SEAL The corporate seal of the Company shall be in the following form: Between two concentric circles the words "Wilmington Trust Company" within the inner circle the words "Wilmington, Delaware." ARTICLE 7 FISCAL YEAR The fiscal year of the Company shall be the calendar year. ARTICLE 8 EXECUTION OF INSTRUMENTS OF THE COMPANY The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors. ARTICLE 9 COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors. ARTICLE 10 INDEMNIFICATION Section 1. Persons Covered. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or associate director of the Company, a member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors. The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person. The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. Section 2. Advance of Expenses. The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise. Section 3. Certain Rights. If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director, associate director, member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or a person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 4. Non-Exclusive. The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 5. Reduction of Amount. The Company's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity. Section 6. Effect of Modification. Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification. ARTICLE 11 AMENDMENTS TO THE BYLAWS These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office. ARTICLE 12 MISCELLANEOUS Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders. EXHIBIT 6 SECTION 321(B) CONSENT Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. WILMINGTON TRUST COMPANY Dated: June __, 2006 By: /s/ ------------------------------------ Name: Patricia A. Evans Title: Vice President EXHIBIT 7 NOTICE This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements. REPORT OF CONDITION Consolidating domestic subsidiaries of the WILMINGTON TRUST COMPANY of WILMINGTON Name of Bank City in the State of DELAWARE, at the close of business on December 31, 2005.

Thousands of dollars ---------- ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coins ............. 242,974 Interest-bearing balances ....................................... 0 Held-to-maturity securities ........................................ 2,263 Available-for-sale securities ...................................... 1,544,051 Federal funds sold in domestic offices ............................. 310,739 Securities purchased under agreements to resell .................... 14,128 Loans and lease financing receivables: Loans and leases held for sale .................................. 0 Loans and leases, net of unearned income ........................ 6,799,976 LESS: Allowance for loan and lease losses ....................... 82,655 Loans and leases, net of unearned income, allowance, and reserve ...................................................... 6,717,321 Assets held in trading accounts .................................... 0 Premises and fixed assets (including capitalized leases) ........... 135,853 Other real estate owned ............................................ 199 Investments in unconsolidated subsidiaries and associated companies ....................................................... 2,545 Customers' liability to this bank on acceptances outstanding ....... 0 Intangible assets: a. Goodwill ..................................................... 1,923 b. Other intangible assets ...................................... 6,600 Other assets ....................................................... 207,442 Total assets ....................................................... 9,186,038

CONTINUED ON NEXT PAGE LIABILITIES Deposits: In domestic offices ................................................ 7,081,644 Noninterest-bearing ............................................. 988,301 Interest-bearing ................................................ 6,093,343 Federal funds purchased in domestic offices ........................ 454,938 Securities sold under agreements to repurchase ..................... 364,013 Trading liabilities (from Schedule RC-D) ........................... 0 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases: ........................... 396,467 Bank's liability on acceptances executed and outstanding ........... 0 Subordinated notes and debentures .................................. 0 Other liabilities (from Schedule RC-G) ............................. 125,938 Total liabilities .................................................. 8,423,000 EQUITY CAPITAL Perpetual preferred stock and related surplus ...................... 0 Common Stock ....................................................... 500 Surplus (exclude all surplus related to preferred stock) ........... 112,358 a. Retained earnings ............................................... 668,545 b. Accumulated other comprehensive income .......................... (18,365) Total equity capital ............................................... 763,038 Total liabilities, limited-life preferred stock, and equity capital ......................................................... 9,186,038 22 EX-25.3 17 g01711a1exv25w3.txt EX-25.3 FORM T-1 STATEMENT OF ELIGIBILITY OF PREFERRED GUARANTEE TRUSTEE EXHIBIT 25.3 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) __ WILMINGTON TRUST COMPANY (Exact name of Trustee as specified in its charter) DELAWARE 51-0055023 (Jurisdiction of incorporation of (I.R.S. Employer Identification No.) organization if not a U.S. national bank) 1100 NORTH MARKET STREET WILMINGTON, DELAWARE 19890-0001 (302) 651-1000 (Address of principal executive offices, including zip code) CAROLYN MCKINNEY AFSHAR VICE PRESIDENT AND COUNSEL WILMINGTON TRUST COMPANY 1100 NORTH MARKET STREET WILMINGTON, DELAWARE 19890-0001 (302) 651-1360 (Name, address, including zip code, and telephone number, including area code, of agent of service) GREAT WOLF RESORTS, INC. (Exact name of obligor as specified in its charter) DELAWARE 51-0510250 (State or other jurisdiction or (I.R.S. Employer Identification No.) incorporation or organization) 122 WEST WASHINGTON AVENUE MADISON, WISCONSIN 53703 (Address of principal executive offices, including zip code) ---------- GUARANTEE OF TRUST PREFERRED SECURITIES OF GW CAPITAL TRUST II (Title of the indenture securities) ================================================================================ ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Federal Deposit Insurance Corp. State Bank Commissioner 20 Exchange Place, Room 6014 555 East Loockerman Street, Suite 210 New York, New York 10005 Dover, Delaware 19901 (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation: Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this Statement of Eligibility and Qualification. - A copy of the Charter of Wilmington Trust Company (Exhibit 1), which includes the certificate of authority of Wilmington Trust Company to commence business (Exhibit 2) and the authorization of Wilmington Trust Company to exercise corporate trust powers (Exhibit 3). - A copy of the existing By-Laws of Wilmington Trust Company (Exhibit 4). - Consent of Wilmington Trust Company required by Section 321(b) of the Trust Indenture Act (Exhibit 6). - A copy of the latest Report of Condition of Wilmington Trust Company (Exhibit 7). Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 20th day of June, 2006. [SEAL] WILMINGTON TRUST COMPANY Attest: /s/ Christopher J. Monigle By: /s/ Patricia A. Evans ----------------------------- ------------------------------------ Assistant Secretary Name: Patricia A. Evans Title: Vice President EXHIBIT 1 AMENDED CHARTER WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON MAY 9, 1987 AMENDED CHARTER OR ACT OF INCORPORATION OF WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows: FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY. SECOND: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is WILMINGTON TRUST COMPANY whose address is Rodney Square North, in said City. In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority. THIRD: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.: (1) To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created. (2) To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere. (3) To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business. (4) To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches. (5) To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property. (6) To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality. (7) To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations. (8) To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere. (9) To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment. (10) And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation. (11) To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all 2 the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein. (b) In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers: (1) To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world. (2) To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business. (3) To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated. (4) To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments. (5) To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place. (6) It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers. FOURTH: - (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of: (1) One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as "Preferred Stock"); and (2) Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as "Common Stock"). (b) Shares of Preferred Stock may be issued from time to time in one or more series as may from time 3 to time be determined by the Board of Directors each of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article FOURTH, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following: (1) The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors; (2) The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative; (3) The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange; (4) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed. (5) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation. (6) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and (7) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine. (c) (1) After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article FOURTH), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article FOURTH), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article FOURTH, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors. 4 (2) After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article FOURTH), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively. (3) Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article FOURTH, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders. (d) No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion. (e) The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article FOURTH and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article FOURTH that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock. (f) Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (g) Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. (h) The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon. FIFTH: - (a) The business and affairs of the Corporation shall be conducted and managed by a Board of 5 Directors. The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board. (b) The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year. At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors. At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. (c) Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose. (d) Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days' notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board. (e) Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee. (f) The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. (g) No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied. SIXTH: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper. 6 SEVENTH: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled "An Act Providing a General Corporation Law", approved March 10, 1899, as from time to time amended. EIGHTH: - This Act shall be deemed and taken to be a private Act. NINTH: - This Corporation is to have perpetual existence. TENTH: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. ELEVENTH: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever. TWELFTH: - The Corporation may transact business in any part of the world. THIRTEENTH: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class). FOURTEENTH: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them. FIFTEENTH: - (a) (1) In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article FIFTEENTH: (A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or (C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or (D) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or 7 (E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder, shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. (2) The term "business combination" as used in this Article FIFTEENTH shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a). (b) The provisions of section (a) of this Article FIFTEENTH shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board. (c) For the purposes of this Article FIFTEENTH: (1) A "person" shall mean any individual, firm, corporation or other entity. (2) "Interested Stockholder" shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction: (A) is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or (B) is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or (C) is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. (3) A person shall be the "beneficial owner" of any Voting Shares: (A) which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or (B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange 8 rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or (C) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation. (4) The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise. (5) "Affiliate" and "Associate" shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981. (6) "Subsidiary" shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation. (d) majority of the directors shall have the power and duty to determine for the purposes of this Article FIFTEENTH on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more. (e) Nothing contained in this Article FIFTEENTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law. SIXTEENTH: Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of this Charter or Act of Incorporation. SEVENTEENTH: (a) a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended. (b) Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification." 9 EXHIBIT 4 BY-LAWS WILMINGTON TRUST COMPANY WILMINGTON, DELAWARE AS EXISTING ON DECEMBER 16, 2004 BY-LAWS OF WILMINGTON TRUST COMPANY ARTICLE 1 STOCKHOLDERS' MEETINGS Section 1. Annual Meeting. The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors. Section 2. Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. Section 3. Notice. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting. Section 4. Quorum. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder's name on the books of the Company on the record date for any such meeting as determined herein. ARTICLE 2 DIRECTORS Section 1. Management. The affairs and business of the Company shall be managed by or under the direction of the Board of Directors. Section 2. Number. The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof. Section 3. Qualification. In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason. Section 4. Meetings. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President. Section 5. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors. Section 6. Quorum. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 7. Notice. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting. Section 8. Vacancies. In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director's successor shall have been duly elected and qualified. Section 9. Organization Meeting. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board, a Chief Executive Officer and a President, who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. The Board of Directors, or a committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable. Section 10. Removal. The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor. Section 11. Responsibility of Officers. The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable. Section 12. Participation in Meetings. The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee. ARTICLE 3 COMMITTEES OF THE BOARD OF DIRECTORS Section 1. Audit Committee. (A) The Audit Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee. Section 2. Compensation Committee. (A) The Compensation Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors. (B) The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits. (C) The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee. SECTION 3. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. (A) The Nominating and Corporate Governance Committee shall be composed of not more than five members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors. (B) The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors and its committees, matters of corporate governance, succession planning for the Company's executive management and significant shareholder relations issues. (C) The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee's members shall deem it to be proper for the transaction of its business. A majority of the Committee's members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee. Section 4. Other Committees. The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws. Section 5. Associate Directors. (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors. (B) Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote. Section 6. Absence or Disqualification of Any Member of a Committee. In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ARTICLE 4 OFFICERS Section 1. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time. Section 2. Chief Executive Officer. The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board. Section 3. President. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board. Section 4. Duties. The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office. Section 5. Vice Presidents. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time. Section 6. Secretary. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis. In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting. He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office. Section 7. Chief Financial Officer. The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all transactions of the Company. He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time. Section 8. Controller. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office. There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller. Section 9. Audit Officers. The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors. There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division. Section 10. Other Officers. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned. Section 11. Powers and Duties of Other Officers. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned. Section 12. Number of Offices. Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A). ARTICLE 5 STOCK AND STOCK CERTIFICATES Section 1. Transfer. Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company. The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors. Section 3. Record Date. The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent. ARTICLE 6 SEAL The corporate seal of the Company shall be in the following form: Between two concentric circles the words "Wilmington Trust Company" within the inner circle the words "Wilmington, Delaware." ARTICLE 7 FISCAL YEAR The fiscal year of the Company shall be the calendar year. ARTICLE 8 EXECUTION OF INSTRUMENTS OF THE COMPANY The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors. ARTICLE 9 COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors. ARTICLE 10 INDEMNIFICATION Section 1. Persons Covered. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or associate director of the Company, a member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors. The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person. The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. Section 2. Advance of Expenses. The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise. Section 3. Certain Rights. If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director, associate director, member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or a person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 4. Non-Exclusive. The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 5. Reduction of Amount. The Company's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity. Section 6. Effect of Modification. Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification. ARTICLE 11 AMENDMENTS TO THE BYLAWS These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office. ARTICLE 12 MISCELLANEOUS Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders. EXHIBIT 6 SECTION 321(B) CONSENT Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. WILMINGTON TRUST COMPANY Dated: June __, 2006 By: /s/ ------------------------------------ Name: Patricia A. Evans Title: Vice President EXHIBIT 7 NOTICE This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements. REPORT OF CONDITION Consolidating domestic subsidiaries of the WILMINGTON TRUST COMPANY of WILMINGTON Name of Bank City in the State of DELAWARE, at the close of business on December 31, 2005.

Thousands of dollars --------- ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coins ............... 242,974 Interest-bearing balances ......................................... 0 Held-to-maturity securities .......................................... 2,263 Available-for-sale securities ........................................ 1,544,051 Federal funds sold in domestic offices ............................... 310,739 Securities purchased under agreements to resell ...................... 14,128 Loans and lease financing receivables: Loans and leases held for sale .................................... 0 Loans and leases, net of unearned income .......................... 6,799,976 LESS: Allowance for loan and lease losses ......................... 82,655 Loans and leases, net of unearned income, allowance, and reserve .. 6,717,321 Assets held in trading accounts ...................................... 0 Premises and fixed assets (including capitalized leases) ............. 135,853 Other real estate owned .............................................. 199 Investments in unconsolidated subsidiaries and associated companies .. 2,545 Customers' liability to this bank on acceptances outstanding ......... 0 Intangible assets: a. Goodwill ....................................................... 1,923 b. Other intangible assets ........................................ 6,600 Other assets ......................................................... 207,442 Total assets ......................................................... 9,186,038

CONTINUED ON NEXT PAGE LIABILITIES Deposits: In domestic offices .................................................. 7,081,644 Noninterest-bearing ............................................... 988,301 Interest-bearing .................................................. 6,093,343 Federal funds purchased in domestic offices .......................... 454,938 Securities sold under agreements to repurchase ....................... 364,013 Trading liabilities (from Schedule RC-D) ............................. 0 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases: ............................. 396,467 Bank's liability on acceptances executed and outstanding ............. 0 Subordinated notes and debentures .................................... 0 Other liabilities (from Schedule RC-G) ............................... 125,938 Total liabilities .................................................... 8,423,000 EQUITY CAPITAL Perpetual preferred stock and related surplus ........................ 0 Common Stock ......................................................... 500 Surplus (exclude all surplus related to preferred stock) ............. 112,358 a. Retained earnings ................................................. 668,545 b. Accumulated other comprehensive income ............................ (18,365) Total equity capital ................................................. 763,038 Total liabilities, limited-life preferred stock, and equity capital .. 9,186,038 22 GRAPHIC 18 g01711a1g0171100.gif GRAPHIC begin 644 g01711a1g0171100.gif M1TE&.#EAU``Z`/<``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`T^QD6:XL^>&"SY@_J?HPB!" M$12L&)@(P)PYC`0AVR(0`@HRGW/K)I@K4PB!G`;,P2!``"E=`G/H>+V$0X@@ M`K]0\+"[^N=9Q?8)5'5NSE\!@6()_[3PFM`'!=:@*RE31K'U]X3)0/+2[!^, M80`",!)0@XA`%CH`\LA M+'6@)Y](Y%*0!A9LD$-!W5PQ00!_")"`*XAVBM(G@P0P`0;L&$/0!EP(\$@M M-0V$PP41%/\G0`>(>&HK1\!8L<0.8#"SRD`17)+I+$E@L<9`XK0Q``83#(+# MK=!F],(U9K1!13J*".2`.0'(:H@S]PP4B3L\=)$`&$5$JVY%B:1#Q3NF9"O0 M,1=\4%P@@0@`0BH#?>%("@BH\,*Z!#/D2B1TTI)G<8.\!L@'6$`ST#--,+!* M-05G[)`&"7RWQ&NO8'3Q2"!-)SS:X48!7/)&+]]MQW[_WWX,-71Q]V)&0'''6$?RL=>KCQ M!D)[X.%&'XO70<=`=V1<1QUZO&]0''C(`_J>EH<[R.$-8,;_U:80/K!YWQ]B,/][,"'@Z#P,WEP M0Q/_$4,5^F&'_UA@$#U($#?`X2)")`C_AN@@.+A/B6Y('P>/XL6+)#!]<7## M'JCXQ7_0`0]JU"`7!]+&())Q('MP@PG+XKZ*P$$.>(C#'::X1J/TL2)VF)]` M]("'?^#A?O^P`Q!YN$>!/%*#?Q2(&?,XED\N)`Y^L,,=ZW@0%3J2E17!0P/_ MT0$=G(M(@)>5C3AA#!KNXUJS^@Y&_1.A3#V+&P=K5BS=M7T'&!P<0&N2B M7X5D7>4@AQ?FM2`Z?&QFTYI/,`Z1KG)0IAU_"`>A?E*J=TBB&.O*QT[_UG"7 MA>W?'OSZ6)J*$JJ_92QP"<+98W:U('',;"S?$(<]1#*=RBRI&4?KS7(FQ)>! MW.1`XNA8@]1!B&Z0(T&2VT7;`I2P3FQ?>',YD#%J][?*-:-PG1E/[@J$M.3- M2"#E0`>WON&])&6J0.*'UNJNU9QDK$,"&WI11N:!O7"X7W.Y&,=UTI"WI<7M M&HVI18/D07X8Y"8<@/G2?\CWLF^U0QQNND\I"E"!=V!O@RNHVH4T.*.*32A& M:XJ'D>+!P*8-:'B5F$L#G3>_7!WU2TI4&5&TY%0A4]O*A?'7`)4+J M,.+PNF^D&97@'5X:AP3BX;PY=&$?^-!C@[100P_=K4@)!>)1A,!!EA',;!XZ M^`8^A#,.$\0P0E`H9H$<]`UYK$,,W<=>$\OOA\K,PQM^_%]E`EJ"@@YDFQ/K 'PC@+)"``.S\_ ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-1.1

                                                                     EXHIBIT 1.1

                             UNDERWRITING AGREEMENT

                               GW CAPITAL TRUST II

                   2,000,000 ____% TRUST PREFERRED SECURITIES
     (FULLY AND UNCONDITIONALLY GUARANTEED, TO THE EXTENT DESCRIBED HEREIN,
                          BY GREAT WOLF RESORTS, INC.)

                                 June ___, 2006

Morgan Stanley & Co. Incorporated
c/o Morgan Stanley & Co. Incorporated
    1585 Broadway
    New York, New York 10036

Ladies and Gentlemen:

      GW Capital Trust II, a statutory trust created under the Delaware
Statutory Trust Act (the "ISSUER TRUST"), proposes to issue and sell to the
underwriters named in Schedule I hereto (the "UNDERWRITERS"), for whom you are
acting as manager (the "MANAGER"), 2,000,000 of its ____% trust preferred
securities (liquidation amount of $25 per trust preferred security) (the "FIRM
TRUST PREFERRED SECURITIES"). The Issuer Trust also proposes to issue and sell
to the Underwriters not more than 300,000 additional Trust Preferred Securities
(the "ADDITIONAL TRUST PREFERRED SECURITIES") if and to the extent that you have
determined to exercise, on behalf of the Underwriters, the right to purchase
such Additional Trust Preferred Securities granted to the Underwriters in
Section 2 hereof. The Firm Trust Preferred Securities and the Additional Trust
Preferred Securities are hereinafter collectively referred to as the "TRUST
PREFERRED SECURITIES."

      The Trust Preferred Securities will be guaranteed by Great Wolf Resorts,
Inc., a corporation organized under the laws of Delaware (the "COMPANY"), to the
extent set forth in a Trust Preferred Securities Guarantee Agreement, dated as
of June __, 2006, and executed and delivered by the Company and Wilmington Trust
Company, as trustee (the "GUARANTEE TRUSTEE"), for the benefit of the holders
from time to time of the Trust Preferred Securities (the "GUARANTEE") with
respect to distributions and amounts payable upon liquidation or redemption.

      The Issuer Trust will use the proceeds from the sale of the Trust
Preferred Securities and the sale of Common Trust Securities (as defined below)
to purchase from the Company an aggregate principal amount of its ___% Junior
Subordinated Debentures due 2036 (the "JUNIOR SUBORDINATED DEBENTURES") equal to
the aggregate liquidation amount of the Trust Preferred Securities and Common
Trust Securities. The Junior Subordinated Debentures will be issued under a
Junior Subordinated Indenture dated as of June_, 2006 between the Company and
Wilmington Trust Company, as trustee (the "DEBT SECURITIES TRUSTEE") (as amended
and supplemented to the date hereof, the "JUNIOR SUBORDINATED DEBT INDENTURE").
The Company will be the holder of one



hundred percent of the common securities representing undivided beneficial
interests in the assets of the Issuer Trust (the "COMMON TRUST SECURITIES" and,
together with the Trust Preferred Securities, the "TRUST SECURITIES"). The
Issuer Trust has been created under Delaware law pursuant to the filing of a
Certificate of Trust (the "CERTIFICATE OF TRUST") with the Secretary of State of
the State of Delaware and, at the time of issuance of Trust Securities, will be
governed by an Amended and Restated Declaration of Trust (the "TRUST AGREEMENT")
among the Company, as sponsor, Wilmington Trust Company, as Property Trustee
(the "PROPERTY TRUSTEE"), Wilmington Trust Company, as Delaware Trustee (the
"DELAWARE TRUSTEE") (collectively, the "ISSUER TRUSTEES"), and the
Administrative Trustees (as defined below). The Company, as holder of the Common
Trust Securities of the Issuer Trust, has appointed the Issuer Trustees and two
individuals who are employees or officers of or affiliated with the Company to
act as administrative trustees with respect to the Issuer Trust (the
"ADMINISTRATIVE TRUSTEES").

      The Company and the Issuer Trust have filed with the Securities and
Exchange Commission (the "COMMISSION") a registration statement on Form S-1,
including a prospectus, relating to the Trust Preferred Securities, the Junior
Subordinated Debentures and the Guarantee (collectively, the "SECURITIES"). The
registration statement as amended at the time it becomes effective, including
the information (if any) deemed to be part of the registration statement at the
time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION
STATEMENT"; the prospectus in the form first used to confirm sales of Trust
Preferred Securities (or in the form first made available to the Underwriters by
the Company and the Issuer Trust to meet requests of purchasers pursuant to Rule
173) is hereinafter referred to as the "PROSPECTUS." The term "PRELIMINARY
PROSPECTUS" means any preliminary form of the Prospectus. If the Company has
filed an abbreviated registration statement to register additional Securities
pursuant to Rule 462(b) (the "RULE 462 REGISTRATION STATEMENT"), then any
reference herein to the term "REGISTRATION STATEMENT" shall be deemed to include
such Rule 462 Registration Statement and any Rule 430A Information deemed to be
included therein at the Effective Date as provided by Rule 430A.

      For purposes of this Agreement, "FREE WRITING PROSPECTUS" has the meaning
set forth in Rule 405, "TIME OF SALE PROSPECTUS" means the preliminary
prospectus dated ___________, 2006 together with the free writing prospectuses,
if any, and the other documents or information all as identified in Schedule II
hereto, as may be amended or supplemented upon agreement of the parties hereto,
and "BROADLY AVAILABLE ROAD SHOW" means a "bona fide electronic road show" as
defined in Rule 433(h)(5) that has been made available without restriction to
any person. As used herein, the terms "Registration Statement," "preliminary
prospectus," "Time of Sale Prospectus" and Prospectus shall include the
documents incorporated by reference therein. The terms "SUPPLEMENT,"
"AMENDMENT," and "AMEND" as used herein with respect to the Registration
Statement, Time of Sale Prospectus or any preliminary prospectus or free writing
prospectus shall include all documents filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), that are incorporated by reference therein.

                                       2


      1. Representations and Warranties. Each of the Company and the Issuer
Trust jointly and severally represents and warrants to, and agrees with, each of
the Underwriters that:

      (a) The Company and the Issuer Trust have prepared and filed with the
Commission a registration statement on Form S-1 (file numbers 333-134716 and
333-134716-01), including a related preliminary prospectus, for registration
under the Securities Act of the offering and sale of the Securities. The Company
and the Issuer Trust may have filed one or more amendments thereto, including a
related preliminary prospectus, each of which has previously been furnished to
you. The Company and the Issuer Trust have included in such registration
statement, as amended at the Effective Date, all information (other than Rule
430A Information) required by the Securities Act and the Rules to be included in
such registration statement and the Prospectus. As filed, the Prospectus, shall
contain all Rule 430A Information, together with all other such required
information, and, except to the extent the Manager 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 and
the Issuer Trust have advised you, prior to the Execution Time, will be included
or made therein. The Registration Statement has been declared effective by the
Commission or, in the case of a Rule 462(b) Registration Statement, has become
effective under the Securities Act.

      (b) Each document filed pursuant to the Exchange Act and incorporated by
reference in the Time of Sale Prospectus or the Prospectus complied when so
filed in all material respects with the Exchange Act and Rules; on the Effective
Date, each part of the Registration Statement did, and when the Prospectus (and
each preliminary prospectus) is first filed (if required) in accordance with
Rule 424(b) and on the Closing Date (as defined in Section 4) and on any Option
Closing Date, if such date is not the Closing Date, the Prospectus (and each
preliminary prospectus) (together with any amendments or supplements thereto)
will, comply in all material respects with the applicable requirements of the
Securities Act and the Rules; on the Effective Date and at the Execution Time,
the Registration Statement did 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; the Time of
Sale Prospectus did not at the Time of Sale, and at the time of each sale of the
Securities in connection with the offering when the Prospectus is not yet
available to prospective purchasers, the Time of Sale Prospectus, as then
amended or supplemented by the Company and the Issuer Trust, if applicable, will
not, contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; each Broadly Available Road Show, if
any, when considered together with the Time of Sale Prospectus, does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and, as of its date and on the date
of any filing pursuant to Rule 424(b) and on the Closing Date and any Option
Closing Date, the Prospectus (together with any supplement thereto) will not,
include any untrue statement of a material fact or omit to

                                       3


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 the Issuer Trust make no representations or
warranties as to the information contained in or omitted from the Registration
Statement, the Time of Sale Prospectus, any Broadly Available Road Show or the
Prospectus (or any amendment or supplement thereto) (x) in reliance upon and in
conformity with information furnished in writing to the Company or the Issuer
Trust by or on behalf of any Underwriter through the Manager specifically for
inclusion in the Registration Statement or the Prospectus (or any supplement
thereto) or (y) constituting the Statements of Eligibility (Forms T-1) under the
Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), of the
trustees referred to in the Registration Statement.

      (c) Neither the Company nor the Issuer Trust is an "ineligible issuer" in
connection with the offering of the Securities pursuant to Rules 164, 405 and
433. Any free writing prospectus that the Company or the Issuer Trust is
required to file pursuant to Rule 433(d) has been, or will be, filed with the
Commission in accordance with the requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder. Each free writing
prospectus that the Company or the Issuer Trust has filed, or is required to
file, pursuant to Rule 433(d) or that was prepared by or on behalf of or used or
referred to by the Company or the Issuer Trust complies or will comply in all
material respects with the requirements of the Securities Act and the applicable
rules and regulations of the Commission thereunder. Except for the free writing
prospectuses, if any, identified in Schedule II hereto, and Broadly Available
Road Shows, if any, furnished to you before first use, neither the Company nor
the Issuer Trust has prepared, used or referred to, nor will such party, without
your prior consent, prepare, use or refer to, any free writing prospectus.

      (d) No stop order suspending the effectiveness of the 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 and the Issuer Trust,
threatened or contemplated by the Commission or by the state securities
authority of any jurisdiction. No order preventing or suspending the use of the
Time of Sale Prospectus or the Prospectus has been issued and no proceeding for
that purpose has been instituted or, to the knowledge of the Company and the
Issuer Trust, threatened or contemplated by the Commission or by the state
securities authority of any jurisdiction.

      (e) 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 Time of Sale Prospectus and to enter into and perform its obligations under
this Agreement; 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 (such jurisdictions are set forth in Schedule III
hereto), except where the failure to so qualify would not have, individually or
in the aggregate, a Material Adverse Effect.

                                       4


      (f) Each of the subsidiaries of the Company listed on Schedule IV hereto,
not including the Issuer Trust, (the "SUBSIDIARIES") has been duly formed, 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 Time of Sale Prospectus, 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 (such jurisdictions are set
forth in Schedule IV hereto), except where the failure to so qualify would not
have a Material Adverse Effect. GWR Operating Partnership, L.L.L.P., a Delaware
limited liability limited partnership (the "OP") owns, directly or indirectly,
all of the member interests in the Subsidiaries, except as disclosed in the Time
of Sale Prospectus and the Prospectus. The Company owns (x) all of the limited
partnership interests in the OP and (y) all of the member interests in GWR OP
General Partner, LLC (the "OP GENERAL PARTNER"). The OP General Partner is the
sole general partner of the OP. The entities listed on Schedule IV attached
hereto are the only subsidiaries of the Company. The Company owns, directly or
indirectly, 30% of the equity interests in CNL Income GW Partnership, LLLP (the
"CNL JV") and 49% of the equity interests in CTGW, LLC (the "CHEHALIS JV",
together with the CNL JV, the "JOINT VENTURES").

      (g) This Agreement has been duly and validly authorized, executed and
delivered by the Company and the Issuer Trust, and assuming due authorization,
execution and delivery by the Manager, is a valid and binding agreement of the
Company and the Issuer Trust, enforceable against each of the Company and the
Issuer Trust, 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.

      (h) The Issuer Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act, is a
"grantor trust" for Federal income tax purposes, has the power and authority to
conduct its business as presently conducted and as described in the Time of Sale
Prospectus and is not required to be authorized to do business in any other
jurisdiction and to enter into and to perform its obligations under this
Agreement.

      (i) All of the issued and outstanding capital stock or other ownership
interests of the Company, the Issuer Trust, each Subsidiary and each Joint
Venture have been duly authorized and validly issued and are fully paid and
non-assessable and except as described in the Time of Sale Prospectus and the
Prospectus, each Subsidiary's and each Joint Venture's capital stock or other
ownership interests owned directly or indirectly by the Company are 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 Time of Sale
Prospectus and the

                                       5


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 or such Joint
Venture. There are no outstanding options, rights (preemptive or otherwise) or
warrants to purchase or subscribe for equity interests or other securities of
any Subsidiary, the Chehalis JV or, to the knowledge of the Company, the CNL JV.

      (j) The authorized capitalization of the Company and the Issuer Trust, as
of the Closing Date, will be as set forth in the Time of Sale Prospectus and the
Prospectus. As of the date hereof and the Closing Date, neither Company nor the
Issuer Trust has any outstanding debt other than as set forth in the Time of
Sale Prospectus and the Prospectus. 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.

      (k) The Junior Subordinated Debt Indenture has been duly qualified under
the Trust Indenture Act, has been duly authorized, executed and delivered by the
Company and is a valid and binding agreement of the Company, enforceable 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.

      (l) The Junior Subordinated Debentures have been duly authorized by the
Company and, when executed and authenticated in accordance with the provisions
of the Junior Subordinated Debt Indenture and delivered and paid for as
described in the Time of Sale Prospectus and the Prospectus, will be entitled to
the benefits of the Junior Subordinated Debt Indenture, and will be valid and
binding obligations of the Company, enforceable in accordance with their 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.

      (m) The Guarantee has been qualified under the Trust Indenture Act and has
been duly authorized by the Company and, upon execution and delivery thereof by
the Company (and assuming due authorization, execution and delivery by the
Guarantee Trustee), will, as of the Closing Date or the Option Closing Date, as
the case may be, be a valid and binding agreement of the Company, enforceable 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.

                                       6


      (n) The Trust Agreement has been qualified under the Trust Indenture Act
and has been duly authorized by the Company and, upon execution and delivery
thereof by the Company (and assuming due authorization, execution and delivery
thereof by each party thereto other than the Company), will, as of the Closing
Date or the Option Closing Date, as the case may be, be a valid and binding
agreement of the Company, the Issuer Trustees and the Administrative Trustees,
enforceable 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.

      (o) The Trust Preferred Securities have been duly authorized under the
Trust Agreement and, when executed and authenticated in accordance with the
provisions of the Trust Agreement and delivered to and paid for by the
Underwriters in accordance with the terms of this Agreement, will be validly
issued and (subject to the terms of the Trust Agreement) fully paid and
non-assessable undivided beneficial interests in the assets of the Issuer Trust,
and the issuance of such Trust Preferred Securities will not be subject to any
preemptive or similar rights or Liens. Holders of the Trust Preferred Securities
will be entitled to the same limitation of personal liability as that extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. The Common Securities of the Issuer
Trust have been duly authorized under the Trust Agreement and, when issued and
delivered to the Company against payment therefor in accordance with the Trust
Agreement, will be validly issued undivided beneficial interests in the assets
of the Issuer Trust, and the issuance of such Common Securities will not be
subject to any preemptive rights or Liens. The certificates to be used to
evidence the Trust Preferred Securities will be in substantially the form filed
as an exhibit to the Registration Statement and will, at the Closing Date or any
Option Closing Date, be in proper form and will comply in all material respects
with all applicable legal requirements, the Trust Agreement and the requirements
of The Nasdaq Stock Market, Inc. (the "NASDAQ").

      (p) 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 Issuer Trust or sale by the Issuer Trust of the
Trust Preferred Securities.

      (q) Except as disclosed in the Time of Sale Prospectus and the Prospectus,
there are no contracts, agreements or understandings between the Company or the
Issuer Trust and any person or entity that would give rise to a valid claim
against the Company, the Issuer Trust or any Underwriter for a brokerage
commission, finder's fee or other like payment in connection with this offering.

      (r) There are no contracts, agreements or understandings between the
Company or the Issuer Trust and any person granting such person the right to
require the Company or the Issuer Trust to file a registration statement under
the Securities Act with respect to any securities of the Company or Issuer Trust
owned or to be owned by such

                                       7


person or to require the Company or the Issuer Trust 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 Securities Act other than the Registration Rights
Agreement, dated December 20, 2004, among the Company and the investors named in
Schedule A thereto, a form of which is filed as an exhibit to the Registration
Statement (the "REGISTRATION RIGHTS AGREEMENT").

      (s) None of the Company, the Issuer Trust, any Subsidiary or the Chehalis
JV (and, to the knowledge of the Company, the CNL JV) (i) is in violation of its
charter or bylaws, the Trust Agreement or other similar organization documents,
as applicable, (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.

      (t) 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, except such (i) as have been
obtained and made under the Securities Act, the Trust Indenture Act and the
NASDAQ regulations, (ii) as may be required under blue sky laws of any
jurisdiction in connection with the purchase and distribution of the Trust
Preferred Securities and the Guarantee by the Underwriters in the manner
contemplated in this Agreement and in the Time of Sale Prospectus and 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.

      (u) The issue and sale of the Securities and the execution, delivery and
performance of this Agreement, the Junior Subordinated Debt Indenture, the Trust
Agreement, the Guarantee and the Junior Subordinated Debentures and the
consummation of the transactions contemplated herein and therein and in the
Registration Statement and the compliance by the Company and the Issuer Trust,
as applicable to each party, with their 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 assets of the Company,
the Issuer Trust, or any Subsidiary pursuant to, the Agreements and

                                       8


Instruments (except 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,
the Trust Agreement, or similar organizational documents, as applicable of the
Company, the Issuer Trust, any Subsidiary or any Joint Venture 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, the Issuer Trust, any Subsidiary or any Joint
Venture, 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, the Issuer
Trust or any Subsidiary.

      (v) The Company, the Issuer Trust, the Subsidiaries and the Joint Ventures
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 conditions of all such Licenses and have not
received any notice of proceedings relating to the revocation or modification of
any such Licenses, except (i) as described in the Time of Sale Prospectus and
the Prospectus and (ii) 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.

      (w) The historical balance sheets of the Company included in the
Registration Statement, the Time of Sale Prospectus and the Prospectus, together
with the related notes, present fairly in all material respects the financial
condition of the Company as of the periods indicated; said balance sheets have
been prepared in conformity with generally accepted accounting principles
("GAAP") applied on a consistent basis throughout the periods involved; said
balance sheets have 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, the Time of Sale Prospectus 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, the Time of Sale Prospectus and the Prospectus,
together with the related notes, present fairly in all material respects the
financial

                                       9


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, the Time of Sale
Prospectus and the Prospectus have been prepared in accordance with the
applicable accounting requirements under the Securities 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 data and the summary financial and other data included in the
Prospectus, the Time of Sale Prospectus and Registration Statement under such
captions present fairly the information shown therein and have been compiled on
a basis consistent with that of 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, the Time of Sale
Prospectus and Prospectus, no other historical or pro forma financial statements
(or schedules) are required by the Securities Act and the Rules to be included
therein. All non-GAAP financial measures included in the Registration Statement,
the Time of Sale Prospectus and Prospectus comply with the Securities 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.

      (x) 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); RubinBrown 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.

      (y) The Company, the Subsidiaries and the Chehalis JV (and, to the
knowledge of the Company, the CNL JV) 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 Time of Sale Prospectus and the Prospectus, all such returns
are true, correct and complete in all material respects; each of the Company,
the Subsidiaries and the Chehalis JV (and, to the knowledge of the Company, the
CNL JV) has paid all taxes required to be paid by it and any other

                                       10


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 Time of Sale Prospectus and the Prospectus. No audits or other
administrative proceedings or court proceedings are presently pending nor
threatened against the Company, any Subsidiary or the Chehalis JV (or, to the
knowledge of the Company, the CNL JV) with regard to any taxes or returns of
such entities, and no taxing authority has notified the Company, any Subsidiary
or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) in writing
that it intends to investigate its tax affairs. Except as disclosed in the Time
of Sale Prospectus and the Prospectus, to the knowledge of the Company, 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.

      (z) The Company, the Issuer Trust and the Subsidiaries have not
distributed, and prior to the later of the Closing Date and the completion of
the distribution of the Trust Preferred Securities, will not distribute, any
offering material in connection with the offering or sale of the Trust Preferred
Securities other than the Registration Statement, the Time of Sale Prospectus,
the Prospectus or any free writing prospectuses, if any, identified in Schedule
II hereto (it being understood that no representation is made with respect to
any other materials distributed by the Manager).

      (aa) Each of the Company, the Subsidiaries and the Chehalis JV (and, to
the knowledge of the Company, the CNL JV) 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) which is subject to Title IV of ERISA has occurred with
respect to any "pension plan" (as defined in ERISA) for which the Company or any
of the Subsidiaries has any liability; none of the Company or the 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 each such pension plan has been
operated in material compliance with Section 401(a) of the Code, except where
such non-compliance, reportable events, liabilities or failure to have such a
letter would not have a Material Adverse Effect.

      (bb) 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).

      (cc) (i) The Company, the Subsidiaries and the Joint Ventures, as
applicable, (x) have [GOOD AND MARKETABLE] title in fee simple title (or in the
case of the resorts in

                                       11


Sheboygan, Wisconsin, Chehalis, Washington and 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, the Subsidiaries or the Joint Ventures as
of the Closing Date (the "OWNED PROPERTIES"), in each case, free and clear of
all Liens, except (A) as would not have a Material Adverse Effect or (B) as
disclosed in the Time of Sale Prospectus and the Prospectus and (y) will manage
the property and assets of the resort in Niagara Falls, Ontario, Canada (the
"LICENSE PROPERTY", together with the Owned Properties, the "PROPERTIES"); (ii)
all Liens on or affecting the Owned Properties (and to the knowledge of the
Company, the License Property) that are required to be disclosed in the Time of
Sale Prospectus and the Prospectus are disclosed therein and none of the
Company, the Subsidiaries or the Joint Ventures is in default under any such
Lien; (iii) to the knowledge of the Company, none of the Company, the
Subsidiaries or the Joint Ventures 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 (A)
where the failure to comply would not result in a Material Adverse Effect or a
forfeiture or reversion of title or (B) as disclosed in the Time of Sale
Prospectus and the Prospectus; and (v) none of the Company, the Subsidiaries or
the Chehalis JV (or, to the knowledge of the Company, the CNL JV) have received
from any governmental authority any written notice of any condemnation of or
zoning change materially affecting the Owned Properties (or to the knowledge of
the Company, the License Property) or any part thereof, and none of the Company,
the Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the
CNL JV) 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,
the Subsidiaries and the Joint Ventures 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 Time of Sale Prospectus and the Prospectus.

      (dd) 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 Time of Sale Prospectus and the Prospectus are all available at
each Property and, to the knowledge of the Company, 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, 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, individually or in the aggregate, would not have a Material
Adverse Effect.

      (ee) The Company and the Subsidiaries (and, to the knowledge of the
Company, the CNL JV) 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 Time

                                       12


of Sale Prospectus and the Prospectus; all policies of insurance and fidelity or
surety bonds insuring the Company and the Subsidiaries (and, to the knowledge of
the Company, the CNL JV) or their respective businesses, assets, employees,
officers and directors are in full force and effect; each of the Company and the
Subsidiaries (and, to the knowledge of the Company, the CNL JV) is in compliance
with the terms of such policies and instruments in all material respects; there
are no material claims by the Company or the Subsidiaries (or, to the knowledge
of the Company, the CNL JV) 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, any Subsidiaries or the Chehalis JV (or, to
the knowledge of the Company, the CNL JV) have been refused any insurance
coverage sought or applied for in the 12 months prior to the date hereof; and to
the Company's knowledge, each of the Company, the Subsidiaries and the CNL JV
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 Time of Sale Prospectus and the Prospectus.

      (ff) Except as set forth in the Registration Statement, the Time of Sale
Prospectus and the Prospectus, the mortgages and deeds of trust encumbering the
Owned Properties and assets are described in the Time of Sale Prospectus and the
Prospectus and are not convertible and none of the Company, the Subsidiaries or
the Joint Ventures or any person affiliated therewith holds a participating
interest therein, and such mortgages and deeds of trust are not cross-defaulted
or cross-collateralized to or from any property not owned directly or indirectly
by the Company, the Subsidiaries or the Joint Ventures, or in the case of
mortgages and deeds of trust of any Joint Venture, any Property not owned
directly or indirectly by such Joint Venture.

      (gg) Except as described or referred to in the Time of Sale Prospectus and
the Prospectus, the Company, the Subsidiaries or the Joint Ventures, as
applicable, have title insurance on the fee interests and/or leasehold interests
(in the case of a ground lease interest) in each of the Owned 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 is in full force and effect.
None of the Company or the Subsidiaries have any reason to believe that the
Chehalis JV, a representative of which has not yet contacted a title insurer,
will not be able to obtain title insurance coverage as may be necessary to
continue to conduct business as currently conducted.

      (hh) Except as set forth in or contemplated in the Time of Sale Prospectus
and the Prospectus, the Company, the Subsidiaries and the Joint Ventures 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,

                                       13


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 the Time of Sale Prospectus and the Prospectus, none of the Company,
the Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the
CNL JV) 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.
Except as set forth in or contemplated by the Time of Sale Prospectus and the
Prospectus, the Company does not believe that currently anticipated costs and
liabiliities associated with the Company's compliance with Environmental Laws,
including without limitation costs for clean-up, maintaining related permits,
licenses and approvals, any related restraints on operating activities and any
potential liabilitites to third parties, would, singly or in the aggregate, have
a Material Adverse Effect.

      (ii) None of the environmental consultants that prepared any of the
environmental reports with respect to any of the Properties were employed by the
Company or its affiliates for such purpose on a contingent basis or, to the
knowledge of the Company, had, at the time of retention, any substantial
interest in any of the Company or the Subsidiaries, and to the knowledge of the
Company, none of such consultants or any of their directors, officers or
employees is connected with any of the Company, the Subsidiaries or the Joint
Ventures as a promoter, selling agent, managing member, director, officer or
employee.

      (jj) As of the Closing Date, the Trust Preferred Securities will have been
approved for listing on the NASDAQ subject to official notice of issuance.

      (kk) No labor dispute with the employees of any of the Company, the
Subsidiaries or the Chehalis JV (or, to the knowledge of the Company, the CNL
JV) exists or, to the knowledge of the Company, is threatened or imminent, and
the Company is not aware of any existing or imminent labor disturbance by the
employees of any of its, the Subsidiaries' or the Joint Ventures' 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 Time of Sale Prospectus and the Prospectus.

      (ll) The Company, the Subsidiaries and the Joint Ventures own, possess,
license or have or, to the Company's knowledge, can acquire (with respect to
future operations of the Company not described in the Prospectus) 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 in all material respects as presently conducted or as
proposed in the Time of Sale Prospectus

                                       14


and the Prospectus to be conducted. Except as set forth in the Time of Sale
Prospectus and the Prospectus or as would not have a Material Adverse Effect,
(i) to the knowledge of the Company, there are no rights of third parties to any
such Intellectual Property; (ii) to the knowledge of the Company, 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, threatened action,
suit, proceeding or claim by others challenging the Company's rights in or to
any such Intellectual Property, and the Company is not 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, threatened action, suit, proceeding or claim by
others challenging the validity or scope of any such Intellectual Property, and
the Company is not 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,
threatened action, suit, proceeding or claim by others that the Company
infringed or otherwise violated any patent, trademark, copyright, trade secret
or other proprietary rights of others, and the Company is not aware of any other
fact which would form a reasonable basis for any such claim.

      (mm) Except as disclosed in the Time of Sale Prospectus and the
Prospectus, there is no pending action, suit or proceeding against or affecting
any of the Company, any Subsidiaries or the Chehalis JV (or, to the knowledge of
the Company, the CNL JV) 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 the Issuer
Trust, as applicable, to perform its obligations under this Agreement; and no
such action, suit or proceeding is, to the Company's knowledge, threatened or
contemplated.

      (nn) Except as disclosed in the Time of Sale Prospectus and the
Prospectus, since the date of the latest financial statements included in the
Registration Statement, (i) there has been no Material Adverse Effect on the
Company and the Subsidiaries, taken as a whole; (ii) there have been no
transactions entered into by the Company, the Subsidiaries or the Chehalis JV
(or, to the knowledge of the Company, the CNL JV) that are material with respect
to the Company and the Subsidiaries, taken as a whole; (iii) none of the
Company, the Subsidiaries or the Chehalis JV (or, to the knowledge of the
Company, the CNL JV) have incurred any obligation or liability, direct,
contingent or otherwise that is or would be material to the Company and the
Subsidiaries, taken as a whole; and (iv) there has been no dividend or
distribution of any kind declared, paid or made by the Company, the Subsidiaries
or the Chehalis JV (or, to the knowledge of the Company, the CNL JV) on any
class of their respective capital stock or other ownership interests.

      (oo) Neither the Issuer Trust nor the Company is, and after giving effect
to the offering and sale of the Trust Preferred Securities and the application
of the proceeds thereof as described in the Time of Sale Prospectus neither will
be, required to register as an "investment company" as such term is defined
under the Investment Company Act of 1940, as amended.

      (pp) 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

                                       15


described or has not been filed as required; the statements in (A) the Time of
Sale Prospectus and the Prospectus under the headings: "GW Capital Trust II,"
"Business -- Government Regulation," "Business -- Environmental Matters,"
"Business -- Legal Proceedings," "Description of the Trust Preferred
Securities," "Description of Junior Subordinated Debentures," "Description of
Guarantee," "Relationship Among the Trust Preferred Securities, the Junior
Subordinated Debentures and the Guarantee," and "Certain ERISA Considerations,"
(B) the Registration Statement under Items 14 and 15, (C) Item 3. Legal
Proceedings of the most recent annual report on Form 10-K incorporated by
reference in the Time of Sale Prospectus and the Prospectus, (D) "Item 1. Legal
Proceedings" of Part II of the quarterly reports on Form 10-Q, if any, filed
since such annual report and (E) "Executive Compensation -- Employment
Agreements" and "Executive Compensation -- Noncompetition Agreements" in the
Definitive Schedule 14A dated April 10, 2006 (each of (C) through (E) as filed
and incorporated by reference in the Time of Sale Prospectus and the Prospectus)
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.

      (qq) No relationship, direct or indirect, exists between or among any of
the Company, the Issuer Trust or the Subsidiaries on the one hand, and the
directors, officers, stockholders, interest holders, members, partners or other
employees of the Company, the Issuer Trust or the Subsidiaries on the other
hand, which is required pursuant to the Securities Act to be described in the
Prospectus that is not so described.

      (rr) Each of the Company, the Subsidiaries and the Chehalis JV (and, to
the knowledge of the Company, the CNL JV) (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,
(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, and (E) management is made aware of all material
transactions concerning the Company or its properties. Except as described in
the Time of Sale Prospectus and the Prospectus, since the end of the Company's
most recent audited fiscal year, there has been (x) no material weakness in the
Company's internal control over financial reporting (whether or not remediated)
and (y) no change in the Company's internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting. The Company and each of the
Subsidiaries employ disclosure controls and procedures that are designed to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission's rules and
forms, and is accumulated and communicated to the Company's management,
including its principal executive officer and principal financial officer, as
appropriate, to allow timely decisions

                                       16


regarding disclosure. 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.

      (ss) None of the Company or the Subsidiaries or, to the knowledge of the
Company, 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 and the Subsidiaries and, to the knowledge of the Company,
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.

      (tt) Except as disclosed in the Registration Statement, the Time of Sale
Prospectus and the Prospectus, the Company, the Issuer Trust, the Subsidiaries
and the Chehalis JV (and, to the knowledge of the Company, the CNL JV) (i) do
not have any material lending or other relationship with any bank or lending
affiliate of the Manager or any underwriter 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 Manager or any underwriter.

      (uu) None of the Company, the Issuer Trust 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 manipulation of the price of any security of
the Company to facilitate the sale or resale of the Trust Preferred Securities.

      (vv) The Company and the Issuer Trust intend to apply the net proceeds
from the sale of the Trust Preferred Securities being sold by the Issuer Trust
substantially in accordance with the description set forth in the Time of Sale
Prospectus and the Prospectus under the heading "Use of Proceeds."

      (ww) None of the Subsidiaries or the Chehalis JV (or, to the knowledge of
the Company, the CNL JV) is currently prohibited, directly or indirectly, from
paying any dividends or distributions to the Company, from making any other
distribution on such entity's capital stock or other ownership interests, from
repaying to the Company any loans or advances made by the Company to such
entity.

                                       17


      Any certificate signed by any officer of the Company or the Issuer Trust
and delivered to the Manager or counsel for the Underwriters in connection with
the offering of the Trust Preferred Securities shall be deemed a representation
and warranty by the Company or the Issuer Trust as to matters covered thereby to
each Underwriter. The Company or the Issuer Trust will furnish the Manager with
such conformed copies of such opinions, certificates, letters and documents as
the Manager reasonably requests.

      2. Agreements to Sell and Purchase. The Issuer Trust hereby agrees to sell
to the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Issuer Trust the respective number of Firm Trust Preferred Securities set forth
in Schedule I hereto opposite its name at $________ per Trust Preferred
Security; provided, that the Company shall pay to the Underwriters compensation
equal to $_________ per Firm Trust Preferred Security.

      In addition, upon the basis of the representations and warranties herein
contained, but subject to the terms and conditions set forth herein, the Issuer
Trust hereby agrees to sell to the Underwriters the Additional Trust Preferred
Securities and the Underwriters shall have a one-time right to purchase,
severally and not jointly, up to the respective number of Additional Trust
Preferred Securities identified in Schedule I hereto at $________ per Trust
Preferred Security; provided, that the Company shall pay to the Underwriters
compensation equal to $_______ per Additional Trust Preferred Security.
Additional Trust Preferred Securities may be purchased as provided herein solely
for the purpose of covering over-allotments made in connection with the offering
of the Firm Trust Preferred Securities. If any Additional Trust Preferred
Securities are to be purchased, each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase the number of
Additional Trust Preferred Securities (subject to such adjustments to eliminate
fractional Additional Trust Preferred Securities as you may determine) that
bears the same proportion to the total number of Additional Trust Preferred
Securities to be purchased as the number of Firm Trust Preferred Securities set
forth in Schedule I hereto opposite the name of such Underwriter bears to the
total number of Firm Trust Preferred Securities.

      3. Public Offering. The Issuer Trust and the Company are advised by you
that the Underwriters propose to make a public offering of their respective
portions of the Trust Preferred Securities as soon after the Registration
Statement and this Agreement have become effective as in your judgment is
advisable. The Issuer Trust and the Company are further advised by you that the
Trust Preferred Securities are to be offered to the public upon the terms set
forth in the Prospectus.

      4. Purchase and Delivery. Payment for the Firm Trust Preferred Securities
shall be made to the Issuer Trust in Federal or other funds immediately
available in New York City on ________, 2006 at 10:00 a.m. at the offices of
King & Spalding LLP at 1185 Avenue of the Americas, New York, New York 10036, or
at such other time on the same or such other date, not later than the fifth
business day thereafter, as may be

                                       18


designated by you in writing. The time and date of such payment are hereinafter
referred to as the "CLOSING DATE."

      Payment for any Additional Trust Preferred Securities shall be made to the
Issuer Trust in Federal or other funds immediately available in New York City at
the closing place referred to above on such date of your determination (which
may be the same as the Closing Date but shall in no event be (i) earlier than
the Closing Date, (ii) later than ten business days after the giving of the
notice hereinafter referred to or (iii) earlier than two business days after the
giving of the notice hereinafter referred to) as shall be designated in a
written notice from you to the Company, on behalf of the Underwriters, to
purchase a number, specified in said notice, of Additional Trust Preferred
Securities, or on such other date as shall be designated in writing by you. In
any event, such payment date shall be not later than ___________, 2006. The time
and date of such payment are hereinafter referred to as the "OPTION CLOSING
DATE." The notice of the determination to exercise the option to purchase
Additional Trust Preferred Securities and of the Option Closing Date may be
given at any time within 30 days after the date of this Agreement.

      Payment for the Firm Trust Preferred Securities or any Additional Trust
Preferred Securities shall be made against delivery to you on the Closing Date
or the Option Closing Date, as the case may be, for the respective accounts of
the several Underwriters, of the Firm Trust Preferred Securities or any
Additional Trust Preferred Securities, as the case may be, registered in such
names and in such denominations as you shall request in writing not less than
one full business day prior to the Closing Date or the Option Closing Date, as
the case may be, with any transfer taxes payable in connection with the transfer
of the Firm Trust Preferred Securities or any Additional Trust Preferred
Securities, as the case may be, to the Underwriters duly paid.

      It is understood that substantially contemporaneously with the closing of
the sale of any Additional Trust Preferred Securities to the Underwriters, (i)
the Issuer Trust shall issue additional Common Securities to the Company (the
"ADDITIONAL COMMON SECURITIES"), (ii) the Company and the Debt Securities
Trustee, acting pursuant to the Junior Subordinated Debt Indenture, shall
provide for the issuance of Junior Subordinated Debentures having a principal
amount equal to the aggregate liquidation amount of such Additional Trust
Preferred Securities and Additional Common Securities and (iii) the Company
shall sell such Junior Subordinated Debentures to the Issuer Trust and the
Issuer Trust shall purchase such Junior Subordinated Debentures with proceeds of
the sale of such Additional Trust Preferred Securities to the Underwriters and
of such Additional Common Securities to the Company.

      5. Conditions to the Underwriters' Obligations. The several obligations of
the Underwriters hereunder are subject to the following conditions:

      (a) Subsequent to the execution and delivery of this Agreement and prior
to the Closing Date,

            (i) there shall not have occurred any downgrading, nor shall any
      notice have been given of any intended or potential downgrading or of any
      review

                                       19


      for a possible change that does not indicate the direction of the possible
      change, in the rating, if any, accorded the Company or any of the
      securities of the Company by any "nationally recognized statistical rating
      organization," as such term is defined for purposes of Rule 436(g)(2)
      under the Securities Act; and

            (ii) there shall not have occurred any change, or any development
      involving a prospective change, in the condition (financial or otherwise),
      prospects, earnings, business, properties or assets of the Issuer Trust or
      the Company and its consolidated subsidiaries, taken as a whole, from that
      set forth in the Time of Sale Prospectus that, in your judgment, is
      material and adverse and that makes it, in your judgment, impracticable to
      market the Securities on the terms and in the manner contemplated in the
      Time of Sale Prospectus.

      (b) The Underwriters shall have received on the Closing Date a certificate
of the Company, dated the Closing Date and signed by each of the chief executive
officer and the chief financial officer of the Company, and a certificate of the
Issuer Trust, dated the Closing Date and signed by an Administrator(s) of the
Issuer Trust:

            (i) to the effect that they have read the Time of Sale Prospectus
      and this Agreement;

            (ii) to the effect that 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 and the Issuer Trust's
      knowledge, threatened;

            (iii) to the effect that the conditions set forth in clause (a)
      above (in the case of the certificate signed by an officer of the Company)
      have been satisfied as of the Closing Date; and

            (iv) to the effect that the representations and warranties of the
      Company (in the case of the certificate signed by an executive officer of
      the Company) and the Issuer Trust (in the case of the certificate signed
      by an Administrator of the Issuer Trust) contained in this Agreement are
      true and correct as of the Closing Date and that each of the Company and
      the Issuer Trust, as applicable, has complied with all of the agreements
      and satisfied all of the conditions on its part to be performed or
      satisfied on or before the Closing Date.

      (c) The Underwriters shall have received on the Closing Date an opinion of
King & Spalding LLP, counsel to the Company, or of other counsel satisfactory to
you and who may be an officer of the Company, dated the Closing Date, to the
effect that:

            (i) 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 corporate power and authority to own or lease its properties, as the
      case may be, and to operate its properties and conduct its business as
      described in the Time of Sale Prospectus and to enter into and perform its
      obligations under this Agreement; and the Company is duly qualified to do
      business as a foreign

                                       20


      corporation and is in good standing each jurisdiction set forth on a
      schedule to such opinion.

            (ii) Each of the Subsidiaries set forth on a schedule to such
      opinion has been duly formed or incorporated. Each of the Subsidiaries and
      Joint Ventures 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 corporate, partnership or limited liability company, as
      the case may be, power and authority to own or lease, as the case may be,
      its assets and conduct its business as described in the Time of Sale
      Prospectus, 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 each jurisdiction set forth on a
      schedule to such opinion. The OP owns, directly or indirectly, all of the
      member interests in the Subsidiaries (as defined below), except as
      described in the Prospectus. The Company owns (a) all of the limited
      partnership interests in the OP and (b) all of the member interests in the
      OP General Partner. The OP General Partner is the sole general partner of
      the OP.

            (iii) All of the issued and outstanding ownership interests, owned
      directly or indirectly by the Company, of each Subsidiary and Joint
      Venture set forth on a schedule to such opinion have been duly authorized
      and validly issued and are fully paid and nonassessable; and except as
      described in the Prospectus, the outstanding 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 in connection with the Company's
      debt financing transactions described in the Prospectus;

            (iv) To such counsel's knowledge, the Company is not a party to any
      agreement that would entitle any holders of securities of the Company to
      the registration of such securities under the Registration Statement.

            (v) The Junior Subordinated Debt Indenture has been duly qualified
      under the Trust Indenture Act, has been duly authorized, executed and
      delivered by the Company and is a valid and binding agreement of the
      Company, enforceable in accordance with its terms, except that such
      counsel will express no opinion as to (i) the effect of applicable
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
      other similar federal or state laws affecting the rights of creditors
      generally and (ii) 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);

            (vi) The Junior Subordinated Debentures have been duly authorized by
      the Company and, when executed and authenticated in accordance with the
      provisions of the Junior Subordinated Debt Indenture and delivered to and
      paid

                                       21


      for by the Underwriters in accordance with the terms of this Agreement,
      will be entitled to the benefits of the Junior Subordinated Debt Indenture
      and will be valid and binding obligations of the Company, enforceable in
      accordance with their terms, except that such counsel will express no
      opinion as to (i) the effect of applicable bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium or other similar federal
      or state laws affecting the rights of creditors generally and (ii) 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);

            (vii) This Agreement has been duly authorized, executed and
      delivered by the Company;

            (viii) The Guarantee has been duly qualified under the Trust
      Indenture Act and has been duly authorized, executed and delivered by the
      Company and is a valid and binding obligation of the Company enforceable
      in accordance with its terms, except that such counsel will express no
      opinion as to (i) the effect of applicable bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium or other similar federal
      or state laws affecting the rights of creditors generally and (ii) 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);

            (ix) The issue and sale of the Junior Subordinated Debentures and
      the Guarantee and the execution and delivery by the Company of, and the
      performance by the Company of its obligations under, this Agreement, the
      Junior Subordinated Debt Indenture, the Trust Agreement, the Guarantee and
      the Junior Subordinated Debentures do not and will not contravene or
      violate (a) any provisions of the respective certificate of incorporation,
      charter, by-laws, operating agreement, or partnership agreement, as
      applicable, of the Company and the Subsidiaries or, (b) any agreement or
      other instrument binding upon the Company or any Subsidiaries that is
      filed as an exhibit to the Registration Statement or any other report
      filed with the Commission, except where such contravention or violation
      would not have a Material Adverse Effect, or, (c) any law, rule,
      regulation, judgment, order, writ, or decree of any governmental body,
      agency or court having jurisdiction over the Company or any of the
      Subsidiaries known after due inquiry to such counsel to be applicable to
      the Company or the Subsidiaries (other than applicable state securities
      and Blue Sky laws, as to which such counsel shall express no opinion),
      except for contraventions or violations that would not have a Material
      Adverse Effect; and no consent, approval, authorization, or order of, or
      qualification with, any governmental body or agency is required for the
      performance by the Company of its obligations under this Agreement, the
      Junior Subordinated Debt Indenture, the Trust Agreement, the Guarantee and
      the Junior Subordinated Debentures, except such (A) as have been obtained
      under the Act, and (B) as may be required under the state securities and

                                       22


      the Blue Sky laws of the various states in connection with the purchase
      and distribution of the Securities by the Underwriters in the manner
      contemplated in this Agreement and in the Prospectus, or (C) other
      consents, approvals, authorizations, orders, filings or registrations as
      have been obtained;

            (x) the statements in the Prospectus under the headings:
      "Description of the Trust Preferred Securities," "Description of Junior
      Subordinated Debentures," "Description of Guarantee" and "Relationship
      Among the Trust Preferred Securities, the Junior Subordinated Debentures
      and the Guarantee," insofar as such statements summarize legal matters,
      agreements, documents or proceedings discussed therein, are accurate in
      all material respects;

            (xi) 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 Joint
      Ventures or any of the 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;

            (xii) Neither the Company nor the Issuer Trust is, and after giving
      effect to the offering and sale of the Trust Preferred Securities and the
      application of the proceeds thereof as described in the Prospectus neither
      will be, required to register as an investment company as such term is
      defined in the Investment Company Act of 1940, as amended;

            (xiii) The statements made in the Time of Sale Prospectus and the
      Prospectus under the caption "United States Federal Income Tax
      Consequences," insofar as they purport to constitute summaries of matters
      of United States federal tax law and regulations, are accurate summaries
      of the matters described therein in all material respects;

            (xiv) The Registration Statement has become effective under the
      Securities Act; any required filing of any part of the Time of Sale
      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 Securities Act, and no proceedings for that purpose
      have been initiated by the Commission; and

            (xv) In addition, such counsel shall state (A) that (1) each
      document filed pursuant to the Exchange Act and incorporated by reference
      in the Registration Statement and the Prospectus (except for the financial
      statements and financial schedules and other financial and statistical
      data included or incorporated by reference therein, as to which such
      counsel need not make any

                                       23


      statement) complied as to form as of its filing date in all material
      respects with the applicable requirements of the Exchange Act and the
      applicable rules and regulations of the Commission thereunder and (2) the
      Registration Statement and the Prospectus (except for the financial
      statements and financial schedules and other financial and statistical
      data included or incorporated by reference therein and except for those
      parts of the Registration Statement that constitute the Forms T-1, as to
      which such counsel need not make any statement) complied as to form in all
      material respects with the requirements for registration statements on
      Form S-1 under the Securities Act and the applicable rules and regulations
      of the Commission thereunder and (B) that in such counsel's capacity as
      counsel for the Company, such counsel has 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, the Time of Sale Prospectus and the Prospectus and related
      matters were discussed and reviewed, and although such counsel is not
      passing on and does not assume any responsibility for the accuracy,
      completeness or fairness of the statements contained in the Registration
      Statement, the Time of Sale Prospectus or the Prospectus, except for those
      referred to in the opinion in paragraph (x) above, on the basis of the
      foregoing, nothing has come to such counsel's attention that would lead it
      to believe that (1) as of the Effective Date and the Closing Date, the
      Registration Statement or any further amendment or supplement thereto made
      by the Company or the Issuer Trust prior to the Closing Date (other than
      the financial statements and notes thereto, the financial statement
      schedules, the other financial and statistical data and the Statements of
      Eligibility of Trustee on Form T-1 included or incorporated by reference
      therein or omitted therefrom, as to which such counsel shall make no
      statement) 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 (2) the Time of Sale
      Prospectus (other than the financial statements and notes thereto, the
      financial statement schedules and the other financial and statistical data
      included or incorporated by reference therein or omitted therefrom, as to
      which such counsel shall make no statement), as of the Time of Sale,
      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 (3)
      as of its date and the Closing Date, the Prospectus, as may be
      supplemented 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 or incorporated by reference
      therein or omitted therefrom, as to which such counsel shall make no
      statement) 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;
      provided that such counsel shall make no statement as to the conveyance of
      the Time of Sale Prospectus or the Prospectus to investors.

                                       24


      (d) The Underwriters shall have received on the Closing Date an opinion of
Hunton & Williams LLP, counsel for the Underwriters, dated the Closing Date,
covering the matters referred to in Sections 5(c)(v), 5(c)(vi), 5(c)(vii),
5(c)(viii) and 5(c)(x) (but only as statements in the Time of Sale Prospectus
under "Description of Trust Preferred Securities," "Description of Junior
Subordinated Debentures," "Description of Guarantees," "Relationship Among the
Trust Preferred Securities, the Junior Subordinated Debentures and the
Guarantee" and "Underwriters"), and Section 5(c)(xv) in a form reasonable
acceptable to the Manager.

      With respect to Section 5(c)(xv) above, Hunton & Williams LLP (i) may
state that its opinions and beliefs are based upon its participation in the
preparation of the Registration Statement, the Time of Sale Prospectus, the
Prospectus, the preliminary prospectus, if any, any free writing prospectuses
identified as part of the Time of Sale Prospectus in Schedule II hereto, the
Prospectus and any amendments or supplements thereto (but not including
documents incorporated therein by reference) and upon review and discussion of
the contents of the Registration Statement, the Time of Sale Prospectus and the
Prospectus (including documents incorporated therein by reference), but are
without independent check or verification, except as specified, and (ii) need
express no opinion or belief as to the conveyance of the Time of Sale Prospectus
or the information contained therein to investors.

      (e) The opinion of King & Spalding LLP, or any other outside counsel for
the Company, described in Section 5(c) above shall be rendered to the
Underwriters at the request of the Company and shall so state therein.

      (f) The Underwriters shall have received on the Closing Date an opinion
dated the Closing Date of Richards, Layton & Finger, PA, special Delaware
counsel for the Issuer Trust and the Company, or of other counsel satisfactory
to the Manager, to the effect that:

            (i) The Issuer Trust has been duly created and is validly existing
      in good standing as a statutory trust under the Delaware Statutory Trust
      Act, and, under the Trust Agreement and the Delaware Statutory Trust Act,
      has the trust power and authority to conduct its business, all as
      described in the Registration Statement and Time of Sale Prospectus;

            (ii) Assuming due authorization, execution and delivery of the Trust
      Agreement by the Company and the Administrative Trustees, the Trust
      Agreement is a legal, valid and binding agreement of the Company, the
      Administrative Trustees and the Issuer Trustee and is enforceable against
      the Company, the Administrative Trustees and the Issuer Trustee, in
      accordance with its terms, subject, as to enforcement, to the effect upon
      the Trust Agreement of (i) bankruptcy, insolvency, moratorium,
      receivership, reorganization, liquidation, fraudulent conveyance and
      transfer, and other similar laws relating to or affecting the rights and
      remedies of creditors generally, (ii) principles of equity, including
      applicable law relating to fiduciary duties (regardless of whether
      considered and applied in a proceeding in equity or at law), and (iii) the
      effect of applicable

                                       25


      public policy on the enforceability of provisions relating to
      indemnification or contribution;

            (iii) Under the Trust Agreement and the Delaware Statutory Trust
      Act, the execution and delivery of this Agreement by the Issuer Trust, and
      the performance by the Issuer Trust of its obligations thereunder, have
      been duly authorized by all necessary trust action on the part of the
      Issuer Trust; under the Trust Agreement and the Delaware Statutory Trust
      Act, upon due execution and delivery by the Company, as sponsor, on behalf
      of the Issuer Trust, this Agreement has been duly executed and delivered
      by the Issuer Trust;

            (iv) The Trust Preferred Securities have been duly authorized by the
      Trust Agreement and are duly and validly issued and, subject to the
      qualifications set forth in such opinion, will be fully paid and
      nonassessable undivided beneficial interests in the assets of the Issuer
      Trust; the holders of Trust Preferred Securities, as beneficial owners of
      the Issuer Trust, will be entitled to the same limitation of personal
      liability extended to stockholders of private corporations for profit
      organized under the General Corporation Law of the State of Delaware;

            (v) The Common Securities have been duly authorized by the Trust
      Agreement and are duly and validly issued undivided beneficial interests
      in the assets of the Issuer Trust;

            (vi) Under the Trust Agreement and the Delaware Statutory Trust Act,
      the issuance of the Trust Securities is not subject to preemptive rights;

            (vii) The statements in the Time of Sale Prospectus under the
      captions "GW Capital Trust II," "Description of Trust Preferred
      Securities" and "Relationship Among the Trust Preferred Securities, the
      Junior Subordinated Debentures and the Guarantee," insofar as such
      statements constitute statements of Delaware law, are fairly presented;

            (viii) The issuance and the sale of the Trust Securities by the
      Issuer Trust, the execution, delivery and performance by the Issuer Trust
      of this Agreement, the consummation by the Issuer Trust of the
      transactions contemplated by this Agreement and compliance by the Issuer
      Trust with its obligations under this Agreement do not violate (A) the
      Certificate of Trust of the Issuer Trust or the Trust Agreement, or (B)
      any applicable Delaware law or Delaware administrative regulation;

            (ix) After due inquiry, limited to, and solely to the extent
      reflected on the second business day prior to the Closing Date, the
      results of computer searches of the court dockets for active cases of the
      Court of Chancery of the State of Delaware in and for New Castle County,
      Delaware, of the Superior Court of the State of Delaware in and for New
      Castle County, Delaware, and of the United States Federal District Court
      sitting in the State of Delaware, such counsel

                                       26


      does not know of any legal or governmental proceeding pending against the
      Issuer Trust;

            (x) No authorization, approval, consent or order of any Delaware
      court or any Delaware governmental authority or Delaware agency is
      required to be obtained by the Issuer Trust solely in connection with the
      issuance and sale of the Trust Securities; and

            (xi) The Trust Preferred Security holders (other than those Trust
      Preferred Security holders who reside or are domiciled in the State of
      Delaware) will have no liability for income taxes imposed by the State of
      Delaware solely as a result of their participation in the Issuer Trust,
      and the Issuer Trust will not be liable for any income tax imposed by the
      State of Delaware.

      In rendering such opinion, such counsel may note that holders of Trust
Securities may be obligated, pursuant to the Trust Agreement, to (i) provide
indemnity and security in connection with and pay taxes or other governmental
charges arising from transfers of certificates for Trust Securities and the
issuance of replacement certificates for Trust Securities, (ii) provide security
and indemnity in connection with requests of or directions to the Property
Trustee to exercise its rights and remedies under the Trust Agreement and (iii)
undertake to pay costs as a party litigant in any suit for the enforcement of
any right or remedy under the Trust Agreement or against the Property Trustee,
to the extent provided in the Trust Agreement.

      (g) The Underwriters shall have received on each of the date hereof and
the Closing Date a letter, dated as of the date hereof or the Closing Date, as
the case may be, in form and substance satisfactory to the Managers, from each
of (i) Deloitte & Touche, LLP, the Company's independent registered public
accounting firm, and (ii) RubinBrown LLP, the independent registered public
accounting firm that conducted the audit of the combined financial statements of
Great Bear Lodge of Wisconsin Dells, LLC and Great Bear Lodge of Sandusky, LLC,
each letter 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 or
incorporated by reference into the Registration Statement, the Time of Sale
Prospectus and the Prospectus; provided that each letter so furnished shall use
a cut-off date no more than three business days prior to the date of such
letter.

      (h) On or prior to the Closing Date, the Company and the Issuer Trust
shall have furnished to the Manager such further information, certificates,
opinions and documents as the Manager may reasonably request.

      (i) The NASD shall have confirmed that it has not raised any objection
with respect to the fairness and reasonableness of the underwriting terms and
agreements.

      (j) At the Closing Date, the Trust Preferred Securities shall have been
approved for listing on the NASDAQ, subject only to official notice of issuance.

                                       27


      The several obligations of the Underwriters to purchase Additional Trust
Preferred Securities hereunder are subject to the delivery to you on the Option
Closing Date of such documents as you may reasonably request with respect to the
good standing of the Issuer Trust and the Company, the due authorization and
issuance of the Additional Trust Preferred Securities and other matters related
to the issuance of the Additional Trust Preferred Securities.

      6. Covenants of the Company and the Issuer Trust. Each of the Company and
the Issuer Trust covenants with each Underwriter as follows:

      (a) To furnish to you, without charge, two (2) signed copies of the
Registration Statement (including exhibits thereto and documents incorporated by
reference) and for delivery to each other Underwriter a conformed copy of the
Registration Statement (without exhibits thereto) and to furnish to each of the
Underwriters, without charge, prior to 10:00 a.m. New York City time on the
business day next succeeding the date of this Agreement and during the period
mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale
Prospectus, the Prospectus, any documents incorporated by reference therein and
any supplements and amendments thereto or to the Registration Statement as you
may reasonably request.

      (b) Before amending or supplementing the Registration Statement, the Time
of Sale Prospectus or the Prospectus, to furnish to you a copy of each such
proposed amendment or supplement and, except with respect to any filing under
the Exchange Act incorporated in the Registration Statement, not to file any
such proposed amendment or supplement to which you reasonably object, and to
file with the Commission within the applicable period specified on Rule 424(b)
any prospectus required to be filed pursuant to such Rule.

      (c) To furnish to you a copy of each proposed free writing prospectus to
be prepared by or on behalf of, used by, or referred to by the Company or the
Issuer Trust and not to use or refer to any proposed free writing prospectus to
which you reasonably object.

      (d) Not to take any action that would result in an Underwriter or the
Company or the Issuer Trust being required to file with the Commission pursuant
to Rule 433(d) a free writing prospectus prepared by or on behalf of the
Underwriter that the Underwriter otherwise would not have been required to file
thereunder.

      (e) If the Time of Sale Prospectus is being used to solicit offers to buy
the Trust Preferred Securities at a time when the Prospectus is not yet
available to prospective purchasers and any event shall occur or condition shall
exist as a result of which it is necessary to amend or supplement the Time of
Sale Prospectus in order to make the statements therein, in the light of the
circumstances, not misleading, or if any event shall occur or condition shall
exist as a result of which the Time of Sale Prospectus conflicts with the
information contained in the Registration Statement then on file, or if, in the
opinion of counsel for the Underwriters, it is necessary to amend or supplement
the Time of Sale Prospectus to comply with applicable law, forthwith to prepare,
file with the

                                       28


Commission and furnish, at the Company's expense, to the Underwriters and to any
dealer upon request, either amendments or supplements to the Time of Sale
Prospectus so that the statements in the Time of Sale Prospectus as so amended
or supplemented will not, in the light of the circumstances when delivered to a
prospective purchaser, be misleading or so that the Time of Sale Prospectus, as
amended or supplemented, will no longer conflict with the Registration
Statement, or so that the Time of Sale Prospectus, as amended or supplemented,
will comply with applicable law.

      (f) If, during such period after the first date of the public offering of
the Securities as in the opinion of counsel for the Underwriters the Prospectus
(or in lieu thereof the notice referred to in Rule 173(a)) is required by law to
be delivered in connection with sales by an Underwriter or dealer, any event
shall occur or condition shall exist as a result of which it is necessary to
amend or supplement the Prospectus in order to make the statements therein, in
the light of the circumstances existing when the Prospectus (or in lieu thereof
the notice referred to in Rule 173(a)) is delivered to a purchaser, not
misleading, or if, in the opinion of counsel for the Underwriters, it is
necessary to amend or supplement the Prospectus to comply with applicable law,
forthwith to prepare, file with the Commission, and furnish, at the Company's
own expense, to the Underwriters and upon request to the dealers (whose names
and addresses you will furnish to the Company) to which Securities may have been
sold by you on behalf of the Underwriters and to any other dealers upon request,
either amendments or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus (or in lieu thereof the notice referred to in
Rule 173(a)) is delivered to a purchaser, be misleading or so that the
Prospectus, as amended or supplemented, will comply with applicable law.

      (g) To endeavor to qualify the Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request; provided, however, that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now required by
applicable law to be 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.

      (h) To make generally available to the Company's security holders and to
you as soon as practicable an earning statement or statements which will satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

      (i) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of the Company's and the Issuer Trust's
obligations under this Agreement, including: (i) the fees, disbursements and
expenses of the Company's and the Issuer Trust's counsels and accountants in
connection with the registration and delivery of the Securities under the
Securities Act and all other fees or expenses in connection with the preparation
and filing of the Registration Statement, any preliminary prospectus, the Time
of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or
on behalf of, used by, or referred to by the Company or the Issuer Trust and
amendments and supplements to any of the foregoing, including the filing fees

                                       29


payable to the Commission relating to the Securities, all printing costs
associated therewith, and the mailing and delivering of copies thereof to the
Underwriters and dealers, in the quantities hereinabove specified, (ii) all
costs and expenses related to the transfer and delivery of the Securities to the
Underwriters, including any transfer or other taxes payable thereon, (iii) the
cost of printing or producing any Blue Sky or legal investment memorandum in
connection with the offer and sale of the Securities under state securities laws
and all expenses in connection with the qualification of the Securities for
offer and sale under state securities laws as provided in Section 6(g) hereof,
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters, not to exceed $10,000, in connection with such qualification
and in connection with the Blue Sky or legal investment memorandum, (iv) all
filing fees and the reasonable fees and disbursements of counsel to the
Underwriters, not to exceed $10,000, incurred in connection with the review and
qualification of the offering of the Securities by the National Association of
Securities Dealers, Inc., (v) any fees charged by the rating agencies for the
rating of the Securities, (vi) all fees and expenses in connection with the
preparation and filing of the registration statement on Form 8-A relating to the
Securities and all costs and expenses incident to listing the Securities on the
NASDAQ, (vii) the cost of the preparation, issuance and delivery of the
Securities, (viii) the costs and charges of any trustee, transfer agent,
registrar or depositary, (ix) the costs and expenses of the Company or the
Issuer Trust relating to investor presentations on any road show undertaken in
connection with the marketing of the offering of the Securities, including,
without limitation, expenses associated with the preparation or dissemination of
any electronic road show, expenses associated with the production of road show
slides and graphics, fees and expenses of any consultants engaged in connection
with the road show presentations with the prior approval of the Company or the
Issuer Trust, travel and lodging expenses of the representatives and officers of
the Company and the Issuer Trust and any such consultants, and the cost of any
aircraft chartered in connection with the road show, (x) the document production
charges and expenses associated with printing this Agreement and (xi) all other
costs and expenses incident to the performance of the obligations of the Company
and the Issuer Trust hereunder for which provision is not otherwise made in this
Section. It is understood, however, that except as provided in this Section,
Section 8 entitled "Indemnity and Contribution," and the last paragraph of
Section 10 below, the Underwriters will pay all of their costs and expenses,
including fees and disbursements of their counsel, transfer taxes payable on
resale of any of the Securities by them and any advertising expenses connected
with any offers they may make.

      (j) During the period beginning on the date hereof and continuing through
the 30th day after the Closing Date, and without the prior written consent of
Morgan Stanley & Co. Incorporated, not to (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend or otherwise
transfer or dispose of, directly or indirectly, any securities of the Company or
the Issuer Trust that are substantially similar to the Trust Preferred
Securities (other than the Securities) or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Securities, whether any transactions described
above are to be settled by securities, in cash or otherwise, except in the
offering.

                                       30


      Notwithstanding the foregoing paragraph, if (1) during the last 17 days of
the 30-day restricted period the Company issues an earnings release or material
news or a material event relating to the Company occurs; or (2) prior to the
expiration of the 30-day restricted period, the Company announces that it will
release earnings results during the 16-day period beginning on the last day of
the 30-day period, the restrictions imposed by this agreement shall continue to
apply until the expiration of the 18-day period beginning on the issuance of the
earnings release or the occurrence of the material news or material event. The
Company shall promptly notify the Manager of any earnings release, news or event
that may give rise to an extension of the initial 30-day restricted period.

      (k) To prepare a final term sheet relating to the offering of the
Securities, containing only information that describes the final terms of the
Securities or the offering in a form consented to by you, and to file such final
term sheet within the period required by Rule 433(d)(5)(ii) following the date
the final terms have been established for the offering of the Trust Preferred
Securities.

      (l) The Company and the Issuer Trust 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.

      (m) The Company and the Issuer Trust will use their best efforts to effect
the listing of the Securities on the NASDAQ at the Closing Date, or, in the
event such listing does not occur at the Closing Date, as soon thereafter as
possible.

      7. Covenants of the Underwriters. Each Underwriter severally covenants
with the Company and the Issuer Trust not to take any action that would result
in the Company or the Issuer Trust being required to file with the Commission
under Rule 433(d) a free writing prospectus prepared by or on behalf of such
Underwriter that otherwise would not be required to be filed by the Company or
the Issuer Trust thereunder, but for the action of the Underwriter

      8. Indemnity and Contribution. (a) Each of the Company and the Issuer
Trust jointly and severally, agrees to indemnify and hold harmless each
Underwriter, each person, if any, who controls any Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus, the
Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule
433(h), any Company or Issuer Trust information that the Company or the Issuer
Trust has filed, or is required to file, pursuant to Rule 433(d) of the
Securities Act, or the Prospectus or any amendment or supplement thereto, or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities are

                                       31


caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information furnished to the Company or the Issuer Trust in
writing by any Underwriter through you expressly for use therein.

      (a) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Issuer Trust, the Issuer Trustees, the Administrative
Trustees, the Company, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the Issuer Trust or Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from the Company
and the Issuer Trust to such Underwriter, but only with reference to information
furnished to the Company or the Issuer Trust in writing by any Underwriter
through you expressly for use in the Registration Statement, any preliminary
prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or
the Prospectus or any amendment or supplement thereto.

      (b) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 8(a) or 8(b), such person (the "INDEMNIFIED PARTY")
shall promptly notify the person against whom such indemnity may be sought (the
"INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Morgan Stanley & Co. Incorporated, in the case of
parties indemnified pursuant to Section 8(a), and by the Company and the Issuer
Trust, in the case of parties indemnified pursuant to Section 8(b). The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (iii) such settlement is entered into more than
30 days after receipt by such indemnifying party of the aforesaid request and
(iv) such

                                       32


indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

      (c) To the extent the indemnification provided for in Section 8(a) or 8(b)
is unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each indemnifying party
under such paragraph, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Issuer Trust on the one hand and the Underwriters on the other hand from the
offering of the Securities or (ii) if the allocation provided by clause 8(d)(i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above
but also the relative fault of the Company and the Issuer Trust on the one hand
and of the Underwriters on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company and the Issuer Trust on the one hand and the Underwriters on the
other hand in connection with the offering of the Securities shall be deemed to
be in the same respective proportions as the net proceeds from the offering of
the Junior Subordinated Debentures (before deducting expenses) received by the
Company and the total underwriting discounts and commissions received by the
Underwriters bear to the aggregate initial public offering price of the Trust
Preferred Securities as set forth in the Prospectus. The relative fault of the
Company and the Issuer Trust on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Issuer Trust or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Underwriters' respective obligations to contribute
pursuant to this Section 8 are several in proportion to the respective number of
Trust Preferred Securities they have purchased hereunder, and not joint.

      (d) The Company, the Issuer Trust and the Underwriters agree that it would
not be just or equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 8(d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in Section 8(d) shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 8,

                                       33


no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Trust Preferred Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 8 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

      (e) The indemnity and contribution provisions contained in this Section 8
and the representations, warranties and other statements of the Company and the
Issuer Trust contained in this Agreement shall remain operative and in full
force and effect, regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter, any person controlling
any Underwriter or any affiliate of any Underwriter or by or on behalf of the
Company or the Issuer Trust, the officers or directors of the Company or the
Issuer Trust or any person controlling the Company or the Issuer Trust and (iii)
acceptance of and payment for any of the Trust Preferred Securities.

      9. Termination. The Underwriters may terminate this Agreement by notice
given by you to the Company if, after the execution and delivery of this
Agreement and prior to the Closing Date, (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange, or the NASDAQ, (ii) trading of
any securities of the Company or the Issuer Trust shall have been suspended on
any exchange or in any over-the-counter market, (iii) a material disruption in
securities settlement, payment or clearance services in the United States shall
have occurred, (iv) any moratorium on commercial banking activities shall have
been declared by Federal or New York State authorities or (v) there shall have
occurred any outbreak or escalation of hostilities or any change in financial
markets or any calamity or crisis that, in your judgment, is material and
adverse and which, singly or together with any other event specified in this
clause (v), makes it, in your judgment, impracticable or inadvisable to proceed
with the offer, sale or delivery of the Trust Preferred Securities on the terms
and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

      10. Effectiveness; Defaulting Underwriters. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

      If, on the Closing Date or the Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase Trust
Preferred Securities that it has or they have agreed to purchase hereunder on
such date, and the aggregate number of Trust Preferred Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the aggregate number of the Trust Preferred
Securities to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the number of Firm Trust Preferred
Securities

                                       34


set forth opposite their respective names in Schedule I hereto bears to the
aggregate number of Firm Trust Preferred Securities set forth opposite the names
of all such non-defaulting Underwriters, or in such other proportions as you may
specify, to purchase the Trust Preferred Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided that in no event shall the number of Trust Preferred Securities
that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 10 by an amount in excess of one-ninth of
such number of Trust Preferred Securities without the written consent of such
Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail
or refuse to purchase Firm Trust Preferred Securities and the aggregate number
of Firm Trust Preferred Securities with respect to which such default occurs is
more than one-tenth of the aggregate number of Firm Trust Preferred Securities
to be purchased, and arrangements satisfactory to you and the Company and the
Issuer Trust for the purchase of such Firm Trust Preferred Securities are not
made within 36 hours after such default, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter, the Company or the
Issuer Trust. In any such case either you or the Company or the Issuer Trust
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the Registration
Statement, in the Time of Sale Prospectus, in the Prospectus or in any other
documents or arrangements may be effected. If, on the Option Closing Date, any
Underwriter or Underwriters shall fail or refuse to purchase Additional Trust
Preferred Securities and the aggregate number of Additional Trust Preferred
Securities with respect to which such default occurs is more than one-tenth of
the aggregate number of Additional Trust Preferred Securities to be purchased,
the non-defaulting Underwriters shall have the option to (i) terminate their
obligation to purchase Additional Trust Preferred Securities or (ii) purchase
not less than the number of Additional Trust Preferred Securities that such
non-defaulting Underwriters would have been obligated to purchase in the absence
of such default. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

      If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company or the Issuer Trust
to comply with the terms or to fulfill any of the conditions of this Agreement,
or if for any reason the Company or the Issuer Trust shall be unable to perform
its obligations under this Agreement, the Company and the Issuer Trust jointly
and severally agree to reimburse the Underwriters or such Underwriters as have
so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.

      11. Entire Agreement. (a) This Agreement, together with any
contemporaneous written agreements and any prior written agreements (to the
extent not superseded by this Agreement) that relate to the offering of the
Trust Preferred Securities, represents the entire agreement between the Company
and the Underwriters with respect to the preparation of any preliminary
prospectus, the Time of Sale Prospectus, the

                                       35


Prospectus, the conduct of the offering, and the purchase and sale of the Trust
Preferred Securities.

      (b) The Company acknowledges that in connection with the offering of the
Trust Preferred Securities: (i) the Underwriters have acted at arms length, are
not agents of, and owe no fiduciary duties to, the Company or any other person,
(ii) the Underwriters owe the Company only those duties and obligations set
forth in this Agreement and prior written agreements (to the extent not
superseded by this Agreement), if any, and (iii) the Underwriters may have
interests that differ from those of the Company. The Company waives to the full
extent permitted by applicable law any claims it may have against the
Underwriters arising from an alleged breach of fiduciary duty in connection with
the offering of the Trust Preferred Securities.

      12. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

      13. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

      14. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

      15. Notices. All communications hereunder shall be in writing and
effective only upon receipt and if to the Underwriters shall be delivered,
mailed or sent to you at 1585 Broadway, Floor 29, New York, New York 10036,
Attention: Investment Banking Department (fax no.: (212) 507-2705), with a copy
to the Legal Department; and if to the Company shall 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 (fax no.: (404)
572-5100), and confirmed to Great Wolf Resorts, Inc., 122 West Washington
Avenue, Madison, Wisconsin 53703, Attention: J. Michael Schroeder, General
Counsel and Corporate Secretary.

      16. Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.

            "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.

            "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.

            "EXECUTION TIME" shall mean the date and time that this Agreement is
      executed and delivered by the parties hereto.

                                       36


            "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on
      the condition (financial or otherwise), prospects, earnings, business,
      properties or assets of the Company and the Subsidiaries, taken as a
      whole.

            "RULES" shall mean the rules and regulations of the Commission
      promulgated under the Securities Act or the Exchange Act, as applicable.

            "RULES 164", "RULE 173", "RULE 405", "RULE 424", "RULE 430A", RULE
      433" and "RULE 462" refer to such rules under the Securities 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.

            "TIME OF SALE" shall mean _________ [AM][PM] on _________, 2006.

                       [SIGNATURES ON THE FOLLOWING PAGES]

                                       37


            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, the Issuer Trust and the several
      Underwriters.

                                        Very truly yours,

                                        GW CAPITAL TRUST II

                                        By: Great Wolf Resorts, Inc., as sponsor

                                              By:_______________________________
                                                    Name:
                                                    Title:

                                        GREAT WOLF RESORTS, INC.

                                        By:_____________________________________
                                             Name:
                                             Title:

        [Trust Preferred Offering Underwriting Agreement Signature Page]



Accepted as of the date hereof

MORGAN STANLEY & CO. INCORPORATED

Acting severally on behalf of themselves and the
    several Underwriters named in Schedule I hereto.

By:  Morgan Stanley & Co. Incorporated

By:  _______________________________________________
     Name:
     Title:

        [Trust Preferred Offering Underwriting Agreement Signature Page]



                                   SCHEDULE I



                                              NUMBER OF FIRM TRUST        NUMBER OF ADDITIONAL
                                              PREFERRED SECURITIES     TRUST PREFERRED SECURITIES
              UNDERWRITER                       TO BE PURCHASED              TO BE PURCHASED
- ------------------------------------------    --------------------     --------------------------
                                                                 
Morgan Stanley & Co. Incorporated.........

                                              --------------------     --------------------------
         Total:...........................               2,000,000                        300,000
                                              ====================     ==========================


                                       I-1


                                   SCHEDULE II

                             TIME OF SALE PROSPECTUS

      1. Preliminary Prospectus issued June __, 2006.

      2. Free Writing Prospectus (Term Sheet), dated June __, 2006.

[identify all free writing prospectuses filed by the Company under Rule 433(d)
   of the Securities Act]

[free writing prospectus containing a description of terms that does not reflect
   final terms, if the Time of Sale Prospectus does not include a final term
   sheet]

[orally communicated pricing information to be included on Schedule II if a
   final term sheet is not used]

                                      II-1

EX-4.6

                                                                     EXHIBIT 4.6

================================================================================

                               GW CAPITAL TRUST II

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                      among

                      GREAT WOLF RESORTS, INC., as Sponsor,

      WILMINGTON TRUST COMPANY, as Property Trustee and as Delaware Trustee

                                       and

                    the Administrative Trustees named herein

================================================================================

June ___, 2006



                               GW CAPITAL TRUST II

            Certain Sections of this Declaration of Trust relating to
          Sections 310 through 318 of the Trust Indenture Act of 1939:



Trust Agreement                                                                                    Trust Indenture
Act Section                                                                                            Section
- ---------------                                                                                    -----------------
                                                                                                
310(a)(1)..........................................................................................             8.7
(a)(2).............................................................................................             8.7
(a)(3).............................................................................................             8.9
(a)(4).............................................................................................      2.7(a)(ii)
(b)................................................................................................   8.8, 10.10(b)
311(a).............................................................................................  8.13, 10.10(b)
(b)................................................................................................  8.13, 10.10(b)
312(a).............................................................................................        10.10(b)
(b)................................................................................................        10.10(b)
(c)................................................................................................             5.7
313(a).............................................................................................         8.15(a)
(b)................................................................................................8.15(a), 8.15(b)
(c)................................................................................................   8.15(a), 10.8
(d)................................................................................................         8.15(a)
314(a).............................................................................................            8.16
(b)................................................................................................  Not Applicable
(c)(1).............................................................................................      8.16, 8.17
(c)(2).............................................................................................      8.16, 8.17
(c)(3).............................................................................................      8.16, 8.17
(e)................................................................................................            8.17
315(a).............................................................................................          8.1(d)
(b)................................................................................................             8.2
(c)................................................................................................          8.1(c)
(d)................................................................................................          8.1(d)
(e)................................................................................................  Not Applicable
316(a).............................................................................................  Not Applicable
(a)(1)(A)..........................................................................................  Not Applicable
(a)(1)(B)..........................................................................................  Not Applicable
(a)(2).............................................................................................  Not Applicable
(b)................................................................................................            5.13
(c)................................................................................................             6.7
317(a)(1)..........................................................................................  Not Applicable
(a)(2)............................................................................................             8.14
(b)................................................................................................            5.10
318(a).............................................................................................        10.10(a)


Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Declaration of Trust.



                                Table of Contents



                                                                                                                Page
                                                                                                                ----
                                                                                                             

                                                      ARTICLE I

                                                    DEFINED TERMS

SECTION 1.1.  Definitions.........................................................................................1

                                                     ARTICLE II

                                          CONTINUATION OF THE ISSUER TRUST

SECTION 2.1.  Name...............................................................................................11
SECTION 2.2.  Office of the Delaware Trustee; Principal Place of Business........................................11
SECTION 2.3.  Initial Contribution of Trust Property; Organizational Expenses....................................11
SECTION 2.4.  Issuance of the Trust Securities...................................................................11
SECTION 2.5.  Issuance of the Common Securities; Subscription and Purchase of Junior Subordinated Debentures.....12
SECTION 2.6.  Declaration of Trust...............................................................................13
SECTION 2.7.  Authorization to Enter into Certain Transactions...................................................13
SECTION 2.8.  Assets of Trust....................................................................................16
SECTION 2.9.  Title to Trust Property............................................................................16

                                                     ARTICLE III

                                                   PAYMENT ACCOUNT

SECTION 3.1.  Payment Account....................................................................................16

                                                     ARTICLE IV

                                              DISTRIBUTIONS; REDEMPTION

SECTION 4.1.  Distributions......................................................................................17
SECTION 4.2.  Redemption.........................................................................................18
SECTION 4.3.  Subordination of Common Securities.................................................................20
SECTION 4.4.  Payment Procedures.................................................................................21
SECTION 4.5.  Tax Returns and Reports............................................................................21
SECTION 4.6.  Payment of Taxes, Duties, Etc. of the Issuer Trust.................................................22
SECTION 4.7.  Payments under Indenture or Pursuant to Direct Actions.............................................22
SECTION 4.8.  Liability of the Holder of Common Securities.......................................................22

                                                      ARTICLE V

                                            TRUST SECURITIES CERTIFICATES

SECTION 5.1.  Initial Ownership..................................................................................22




                                                                                                             
SECTION 5.2.  The Trust Securities Certificates..................................................................23
SECTION 5.3.  Execution and Delivery of Trust Securities Certificates............................................23
SECTION 5.4.  Global Preferred Security..........................................................................23
SECTION 5.5.  Registration of Transfer and Exchange Generally; Certain Transfers and
              Exchanges; Preferred Securities Certificates.......................................................25
SECTION 5.6.  Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.................................26
SECTION 5.7.  Persons Deemed Holders.............................................................................26
SECTION 5.8.  Access to List of Holders' Names and Addresses.....................................................27
SECTION 5.9.  Maintenance of Office or Agency....................................................................27
SECTION 5.10. Appointment of Paying Agent........................................................................27
SECTION 5.11. Ownership of Common Securities by Sponsor..........................................................28
SECTION 5.12. Notices to Clearing Agency.........................................................................28
SECTION 5.13. Rights of Holders..................................................................................28

                                                     ARTICLE VI

                                          ACTS OF HOLDERS; MEETINGS; VOTING

SECTION 6.1.  Limitations on Holder's Voting Rights..............................................................30
SECTION 6.2.  Notice of Meetings.................................................................................31
SECTION 6.3.  Meetings of Holders................................................................................31
SECTION 6.4.  Voting Rights......................................................................................32
SECTION 6.5.  Proxies, etc.......................................................................................32
SECTION 6.6.  Holder Action by Written Consent...................................................................32
SECTION 6.7.  Record Date for Voting and Other Purposes..........................................................32
SECTION 6.8.  Acts of Holders....................................................................................33
SECTION 6.9.  Inspection of Records..............................................................................34

                                                     ARTICLE VII

                                           REPRESENTATIONS AND WARRANTIES

SECTION 7.1.  Representations and Warranties of the Property Trustee and the Delaware Trustee....................34
SECTION 7.2.  Representations and Warranties of Sponsor..........................................................35

                                                    ARTICLE VIII

                                  THE ISSUER TRUSTEES; THE ADMINISTRATIVE TRUSTEES

SECTION 8.1.  Certain Duties and Responsibilities................................................................35
SECTION 8.2.  Certain Notices....................................................................................37
SECTION 8.3.  Certain Rights of Property Trustee.................................................................38
SECTION 8.4.  Not Responsible for Recitals or Issuance of Securities.............................................40
SECTION 8.5.  May Hold Securities................................................................................40
SECTION 8.6.  Compensation; Indemnity; Fees......................................................................40





                                                                                                             
SECTION 8.7.  Corporate Property Trustee Required; Eligibility of Trustees and Administrative Trustees...........42
SECTION 8.8.  Conflicting Interests..............................................................................42
SECTION 8.9.  Co-Trustees and Separate Trustee...................................................................42
SECTION 8.10. Resignation and Removal; Appointment of Successor..................................................44
SECTION 8.11. Acceptance of Appointment by Successor.............................................................45
SECTION 8.12. Merger, Conversion, Consolidation or Succession to  Business.......................................45
SECTION 8.13. Preferential Collection of Claims Against Sponsor or Issuer Trust..................................46
SECTION 8.14. Trustee May File Proofs of Claim...................................................................46
SECTION 8.15. Reports by Property Trustee........................................................................46
SECTION 8.16. Reports to the Property Trustee....................................................................47
SECTION 8.17. Evidence of Compliance with Conditions Precedent...................................................47
SECTION 8.18. Number of Issuer Trustees..........................................................................47
SECTION 8.19. Delegation of Power................................................................................47
SECTION 8.20. Appointment of Administrative Trustees.............................................................48

                                                     ARTICLE IX

                                         DISSOLUTION, LIQUIDATION AND MERGER

SECTION 9.1.  Dissolution Upon Expiration Date...................................................................48
SECTION 9.2.  Early Termination..................................................................................48
SECTION 9.3.  Termination........................................................................................49
SECTION 9.4.  Liquidation........................................................................................49
SECTION 9.5.  Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust.........................51

                                                      ARTICLE X

                                              MISCELLANEOUS PROVISIONS

SECTION 10.1.  Limitation of Rights of Holders...................................................................52
SECTION 10.2.  Amendment.........................................................................................52
SECTION 10.3.  Separability......................................................................................53
SECTION 10.4.  Governing Law.....................................................................................53
SECTION 10.5.  Payments Due on Non-Business Day..................................................................54
SECTION 10.6.  Successors........................................................................................54
SECTION 10.7.  Headings..........................................................................................54
SECTION 10.8.  Reports, Notices and Demands......................................................................55
SECTION 10.9.  Agreement Not to Petition.........................................................................55
SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act............................................56
SECTION 10.11. Acceptance of Terms of Declaration of Trust, Guarantee and Indenture..............................56
SECTION 10.12. Counterparts......................................................................................57





             
Exhibit A       Certificate of Trust
Exhibit B       Form of Certificate Depositary Agreement
Exhibit C       Form of Common Securities Certificate
Exhibit D       Form of Preferred Securities Certificate
Exhibit E       Form of Expense Agreement





                              DECLARATION OF TRUST

      Amended and Restated Declaration of Trust, dated as of June __, 2006,
among (i) Great Wolf Resorts, Inc., a Delaware corporation, as sponsor
(including any successors or assigns, the "Sponsor"), (ii) Wilmington Trust
Company, a Delaware banking corporation, as property trustee, (in such capacity,
the "Property Trustee"), (iii) Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee (the "Delaware Trustee") (the Property Trustee
and the Delaware Trustee are referred to collectively herein as the "Issuer
Trustees"), (iv) two individuals selected by the holders of the Common
Securities (as defined herein) to act as administrative trustees with respect to
the Issuer Trust (the "Administrative Trustees") and (v) the several Holders, as
hereinafter defined.

                                   WITNESSETH:

      WHEREAS, the Issuer Trust (as defined herein) has been established under
the Delaware Statutory Trust Act pursuant to a certain Declaration of Trust,
dated as of May 25, 2006, (the "Original Declaration of Trust"), and by the
filing of the Certificate of Trust of the Issuer Trust with the Secretary of
State of the State of Delaware on May 25, 2006, (the "Certificate of Trust"),
which Certificate of Trust is attached as Exhibit A; and

      WHEREAS, the parties hereto desire to amend and restate the Original
Declaration of Trust in its entirety as set forth herein to provide for, among
other things, (i) the issuance and sale of the Common Securities by the Issuer
Trust to the Sponsor, (ii) the issuance and sale of the Preferred Securities by
the Issuer Trust pursuant to the Underwriting Agreement, (iii) the acquisition
by the Issuer Trust from the Sponsor of all of the right, title and interest in
the Junior Subordinated Debentures and (iv) the appointment of the
Administrative Trustees.

      NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Holders, hereby amends and restates the
Original Declaration of Trust in its entirety and agrees, intending to be
legally bound, as follows:

                                    ARTICLE I

                                  DEFINED TERMS

      SECTION 1.1. Definitions. For all purposes of this Declaration of Trust,
except as otherwise expressly provided or unless the context otherwise requires:

      (a) The terms defined in this Article have the meanings assigned to them
in this Article and include the plural as well as the singular;

      (b) All other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

      (c) The words "include," "includes" and "including" shall be deemed to be
followed by the phrase "without limitation";



      (d) All accounting terms used but not defined herein have the meanings
assigned to them in accordance with United States generally accepted accounting
principles as in effect at the time of computation;

      (e) Unless the context otherwise requires, any reference to an "Article"
or a "Section" refers to an Article or a Section, as the case may be, of this
Declaration of Trust; and

      (f) The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Declaration of Trust as a whole and not to any
particular Article, Section or other subdivision.

      "2005 Junior Subordinated Indenture" means the Junior Subordinated
Indenture, dated as of March 15, 2005, between the Sponsor and JPMorgan Chase
Bank, National Association, as trustee, pursuant to which the Existing Junior
Subordinated Debentures were issued.

      "Act" has the meaning specified in Section 6.8.

      "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and a given period, the amount of Additional Interest (as
defined in the Indenture) paid by the Sponsor on Junior Subordinated Debentures
having a principal amount equal to such Liquidation Amount for such period.

      "Additional Sums" means any additional amounts paid by the Sponsor as
specified in Section 2.03(r) of the Indenture.

      "Administrative Trustees" means each Person appointed in accordance with
Section 8.20 solely in such Person's capacity as Administrative Trustee of the
Issuer Trust and not in such Person's individual capacity, or any successor
Administrative Trustee appointed as herein provided; with the initial
Administrative Trustees being J. Michael Schroeder and James A. Calder.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Applicable Procedures" means, with respect to any transfer or transaction
involving a Global Preferred Security or beneficial interest therein, the rules
and procedures of the Depositary for such Preferred Security, in each case to
the extent applicable to such transaction and as in effect from time to time.

      "Bankruptcy Event" means, with respect to any Person:

      (a) the entry of a decree or order by a court having jurisdiction in the
premises judging such Person a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under

                                       2


any applicable federal or State bankruptcy, insolvency, reorganization or other
similar law, or appointing a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of such Person or of any substantial
part of its property or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or

      (b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable federal or
State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt, or the taking of corporate action by such Person
in furtherance of any such action.

      "Bankruptcy Laws" has the meaning specified in Section 10.9.

      "Board of Directors" means either the Board of Directors of the Sponsor or
any committee of such Board duly authorized to act on its behalf.

      "Board Resolution" means a copy of one or more resolutions, certified by
the Secretary or an Assistant Secretary of the Sponsor to have been duly adopted
or consented to by the Board of Directors and to be in full force and effect,
and delivered to the Issuer Trustees.

      "Business Day" means a day other than (a) a Saturday or Sunday and (b) a
day on which banking institutions in Wilmington, Delaware and The City of New
York are authorized or required by law or executive order to remain closed.

      "Certificate Depositary Agreement" means the agreement between the Issuer
Trust and the Depositary, as the initial Clearing Agency, dated as of
______________, substantially in the form attached as Exhibit B, as the same may
be amended and supplemented from time to time.

      "Certificate of Trust" has the meaning specified in the preamble to this
Declaration of Trust.

      "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act. The Depositary shall be the initial
Clearing Agency.

      "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

      "Closing Date" has the meaning specified in the Underwriting Agreement.

      "Code" means the Internal Revenue Code of 1986, as amended.

                                       3


      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

      "Common Securities Certificate" means a certificate evidencing ownership
of Common Securities, substantially in the form attached as Exhibit C.

      "Common Securities Subscription Agreement" means the common securities
subscription agreement between the Issuer Trust and the Sponsor dated June ___,
2006 and any other common securities subscription agreement between the Issuer
Trust and the Sponsor relating to up to _________ additional Common Securities
issuable in connection with the exercise by the Underwriters of their option to
purchase an additional [300,000] Preferred Securities.

      "Common Security" means an undivided beneficial interest in the assets of
the Issuer Trust, having a Liquidation Amount of $25 and having the rights
provided therefor in this Declaration of Trust, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

      "Corporate Trust Office" means the principal office of the Property
Trustee located in The City of Wilmington, Delaware which at the time of the
execution of this Declaration of Trust is located at Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001; Attention: Corporate Trust
Administration, or such other address as the Property Trustee may designate from
time to time by notice to the Holders and the Sponsor, or the principal
corporate trust office of any successor Property Trustee (or such other address
as such successor Trustee may designate from time to time by notice to the
Holders and the Sponsor).

      "Debenture Default" means a "Default" as defined in the Indenture.

      "Debenture Event of Default" means an "Event of Default" as defined in the
Indenture.

      "Debenture Redemption Date" means, with respect to any Junior Subordinated
Debentures to be redeemed under the Indenture, the date fixed for redemption of
such Junior Subordinated Debentures under the Indenture.

      "Debt Securities Trustee" means Wilmington Trust Company, a Delaware
banking corporation, as Trustee under the Indenture and any successor.

      "Declaration of Trust" means this Amended and Restated Declaration of
Trust, as the same may be modified, amended or supplemented in accordance with
the applicable provisions hereof, including (i) all Exhibits hereto, and (ii)
for all purposes of this Amended and Restated Declaration of Trust and any such
modification, amendment or supplement, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this Amended and Restated Declaration
of Trust and any modification, amendment or supplement, respectively.

      "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801, et seq., as it may be amended from time
to time.

                                       4


      "Delaware Trustee" means the corporation identified as the "Delaware
Trustee" in the preamble to this Declaration of Trust solely in its capacity as
Delaware Trustee of the Issuer Trust and not in its individual capacity, or its
successor in interest in such capacity, or any successor trustee appointed as
herein provided.

      "Depositary" means The Depository Trust Company or any successor thereto.

      "Direct Action" has the meaning specified in Section 5.13.

      "Distribution Date" has the meaning specified in Section 4.1(a).

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 4.1.

      "Early Termination Event" has the meaning specified in Section 9.2.

      "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

      (a) the occurrence of a Debenture Default or a Debenture Event of Default;
or

      (b) default by the Issuer Trust or the Property Trustee in the payment of
any Distribution when it becomes due and payable, and continuation of such
default for a period of 30 days; or

      (c) default by the Issuer Trust or the Property Trustee in the payment of
any Redemption Price of any Trust Security when it becomes due and payable; or

      (d) default in the performance, or breach, in any material respect, of any
covenant or warranty of the Issuer Trustees in this Declaration of Trust (other
than a covenant or warranty, a default in the performance of which or the breach
of which is dealt with in clause (b) or (c) above) and continuation of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Issuer Trustees and the Sponsor by the
Holders of at least 25% in aggregate Liquidation Amount of the Outstanding
Preferred Securities, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

      (e) the occurrence of any Bankruptcy Event with respect to the Property
Trustee or all or substantially all of its property if a successor Property
Trustee has not been appointed within a period of 90 days thereof.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and any successor statute thereto, in each case as amended from time to time.

      "Existing Junior Subordinated Debentures" means the Floating Rate Junior
Subordinated Debentures due 2035 issued by the Issuer under the 2005 Junior
Subordinated Indenture.

                                       5


      "Expense Agreement" means the Agreement as to Expenses and Liabilities,
dated as of the Closing Date, between the Sponsor, in its capacity as holder of
the Common Securities, and the Issuer Trust, substantially in the form attached
as Exhibit E, as amended from time to time.

      "Expiration Date" has the meaning specified in Section 9.1.

      "Global Preferred Securities Certificate" means a Preferred Securities
Certificate evidencing ownership of Global Preferred Securities.

      "Global Preferred Security" means a Preferred Security, the ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 5.4.

      "Guarantee Agreement" means the Preferred Securities Guarantee Agreement
executed and delivered by the Sponsor and Wilmington Trust Company, as Guarantee
Trustee, contemporaneously with the execution and delivery of this Declaration
of Trust, for the benefit of the holders of the Preferred Securities, as amended
from time to time.

      "Holder" means a Person in whose name a Trust Security or Trust Securities
is registered in the Securities Register; any such Person shall be a beneficial
owner within the meaning of the Delaware Statutory Trust Act.

      "Indenture" means the Junior Subordinated Indenture, dated as of June ___,
2006, between the Sponsor and the Debt Securities Trustee (as amended or
supplemented from time to time) relating to the issuance of the Junior
Subordinated Debentures.

      "Investment Company Act" means the Investment Company Act of 1940, as
amended.

      "Investment Company Event" means the receipt by the Issuer Trust of an
Opinion of Counsel experienced in such matters, who shall not be an officer or
employee of the Sponsor or any of its Affiliates, to the effect that, as a
result of the occurrence of a change in law or regulation or a written change
(including any announced prospective change) in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority, there is more than an insubstantial risk that the Issuer
Trust is or will be considered an "investment company" that is required to be
registered under the Investment Company Act, which change or prospective change
becomes effective or would become effective, as the case may be, on or after
June ___, 2006.

      "Issuer Trust" means GW Capital Trust II.

      "Issuer Trustees" means, collectively, the Property Trustee and the
Delaware Trustee.

      "Junior Subordinated Debentures" means the aggregate principal amount of
the Sponsor's ____% Junior Subordinated Debentures due 2036, issued pursuant to
the Indenture.

      "Junior Subordinated Debenture Subscription Agreement" means the junior
subordinated debenture subscription agreement between the Issuer Trust and the
Sponsor dated June ___, 2006 and any other junior subordinated debenture
subscription agreement between the Issuer Trust and the Sponsor relating to up
to $_____________ aggregate principal amount of additional junior

                                       6


subordinated debentures issuable in connection with the exercise by the
Underwriters of their option to purchase an additional [$7,500,000] aggregate
liquidation amount of Preferred Securities.

      "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

      "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to that portion of the
principal amount of Junior Subordinated Debentures to be contemporaneously
redeemed in accordance with the Indenture, allocated to the Common Securities
and to the Preferred Securities based upon the relative Liquidation Amounts of
such classes and (b) with respect to a distribution of Junior Subordinated
Debentures to Holders of Trust Securities in connection with a dissolution or
liquidation of the Issuer Trust, Junior Subordinated Debentures having a
principal amount equal to the Liquidation Amount of the Trust Securities of the
Holder to whom such Junior Subordinated Debentures are distributed.

      "Liquidation Amount" means the stated amount of $25 per Trust Security.

      "Liquidation Date" means the date on which Junior Subordinated Debentures
are to be distributed to Holders of Trust Securities in connection with a
dissolution and liquidation of the Issuer Trust pursuant to Section 9.4.

      "Liquidation Distribution" has the meaning specified in Section 9.4(d).

      "Majority in Liquidation Amount of the Preferred Securities" or "Majority
in Liquidation Amount of the Common Securities" means, except as provided by the
Trust Indenture Act, Preferred Securities or Common Securities, as the case may
be, representing more than 50% of the aggregate Liquidation Amount of all then
Outstanding Preferred Securities or Common Securities, as the case may be.

      "Officer's Certificate" means a certificate signed by the the Chairman of
the Board, the Chief Executive Officer, the President, an Executive Vice
President, the Chief Financial Officer, the General Counsel, or the Treasurer of
the Sponsor, or any other person authorized by the Board of Directors of the
Sponsor to execute any such written statement, and delivered to the party
provided herein. Any Officer's Certificate delivered with respect to compliance
with a condition or covenant provided for in this Declaration of Trust shall
include:

      (a) a statement by the officer signing the Officer's Certificate that such
officer has read the covenant or condition and the definitions relating thereto;

      (b) a brief statement of the nature and scope of the examination or
investigation undertaken by such officer in rendering the Officer's Certificate;

      (c) a statement that such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

                                       7


      (d) a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

      "Opinion of Counsel" means a written opinion of counsel, who may, unless
otherwise specified herein, be counsel for, or an officer or employee of, the
Sponsor or any Affiliate of the Sponsor.

      "Original Declaration of Trust" has the meaning specified in the preamble
to this Declaration of Trust.

      "Outstanding," with respect to Trust Securities, means, as of the date of
determination, all Trust Securities theretofore executed and delivered under
this Declaration of Trust, except:

      (a) Trust Securities theretofore canceled by the Property Trustee or
delivered to the Property Trustee for cancellation;

      (b) Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent for the Holders of such Trust Securities, provided that if such
Trust Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Declaration of Trust; and

      (c) Trust Securities which have been paid or in exchange for or in lieu of
which other Trust Securities have been executed and delivered pursuant to
Sections 5.4, 5.5, 5.6 and 5.13;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Sponsor, or any Issuer Trustee, any
Administrative Trustee or any Affiliate of the Sponsor or any Issuer Trustee
shall be disregarded and deemed not to be Outstanding, except that (a) in
determining whether any Issuer Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Preferred Securities that such Issuer Trustee or such Administrative Trustee, as
the case may be, actually knows to be so owned shall be so disregarded and (b)
the foregoing shall not apply at any time when all of the outstanding Preferred
Securities are owned by the Sponsor, one or more of the Issuer Trustees, one or
more of the Administrative Trustees and/or any such Affiliate. Preferred
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Administrative
Trustees the pledgee's right so to act with respect to such Preferred Securities
and that the pledgee is not the Sponsor or any Affiliate of the Sponsor.

      "Owner" means each Person who is the beneficial owner of Global Preferred
Securities as reflected in the records of the Clearing Agency or, if a Clearing
Agency Participant is not the Owner, then as reflected in the records of a
Person maintaining an account with such Clearing Agency (directly or
indirectly), in accordance with the rules of such Clearing Agency.

      "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.10 and shall initially be the Property Trustee.

                                       8


      "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained with the Property Trustee in its trust department for the
benefit of the Holders in which all amounts paid in respect of the Junior
Subordinated Debentures will be held and from which the Property Trustee,
through the Paying Agent, shall make payments to the Holders in accordance with
Sections 4.1 and 4.2.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, company,
limited liability company, trust, unincorporated organization or government or
any agency or political subdivision thereof, or any other entity of whatever
nature.

      "Preferred Securities Certificate" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as Exhibit
D.

      "Preferred Security" means a preferred undivided beneficial interest in
the assets of the Issuer Trust, having a Liquidation Amount of $25 and having
the rights provided therefor in this Declaration of Trust, including the right
to receive Distributions and a Liquidation Distribution as provided herein.

      "Property Trustee" means the Person identified as the "Property Trustee"
in the preamble to this Declaration of Trust solely in its capacity as Property
Trustee of the Issuer Trust and not in its individual capacity, or its successor
in interest in such capacity, or any successor property trustee appointed as
herein provided.

      "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Declaration
of Trust; provided that each Debenture Redemption Date and the stated maturity
of the Junior Subordinated Debentures shall be a Redemption Date for a Like
Amount of Trust Securities, including but not limited to any date of redemption
pursuant to the occurrence of any Redemption Event.

      "Redemption Event" means any Tax Event or Investment Company Event.

      "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to but excluding the Redemption Date.

      "Relevant Trustee" has the meaning specified in Section 8.10.

      "Responsible Officer" when used with respect to the Property Trustee means
any officer assigned to the Corporate Trust Office, including any vice
president, assistant vice president, assistant treasurer, assistant secretary,
trust officer or any other officer of the Property Trustee customarily
performing functions similar to those performed by any of the above designated
officers and having direct responsibility for the administration of this
Declaration of Trust, and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

      "Securities Act" means the Securities Act of 1933, as amended, and any
successor statute thereto, in each case as amended from time to time.

                                       9


      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.5.

      "Senior Indebtedness" has the meaning specified in the Indenture.

      "Special Event" means such time as (i) any Outstanding Preferred
Securities shall cease to be listed on the New York Stock Exchange (the "NYSE"),
the American Stock Exchange (the "AMEX") or quoted on the The Nasdaq National
Market (the "Nasdaq"), and (ii) the Sponsor shall cease to be subject to the
reporting requirements of the Exchange Act, but the Preferred Securities remain
Outstanding.

      "Special Event Termination Date" means the date on which (i) the Preferred
Securities are again listed on the NYSE or the AMEX or quoted on the Nasdaq
(following their not being so listed or quoted) and (ii) the Sponsor becomes
subject to the reporting requirements of the Exchange Act (following it not
having been subject to such requirements).

      "Sponsor" has the meaning specified in the preamble to this Declaration of
Trust.

      "Tax Event" means the receipt by the Issuer Trust of an Opinion of Counsel
experienced in such matters, who shall not be an officer or employee of the
Sponsor or any of its Affiliates, to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation or as a
result of any official or administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement, action or decision is announced on
or after June ___, 2006, there is more than an insubstantial risk that (i) the
Issuer Trust is, or will be within 90 days of the delivery of such Opinion of
Counsel, subject to United States Federal income tax with respect to income
received or accrued on the Junior Subordinated Debentures, (ii) interest payable
by the Sponsor to the Issuer Trust on the Junior Subordinated Debentures is not,
or within 90 days of the delivery of such Opinion of Counsel will not be,
deductible by the Sponsor, in whole or in part, for United States Federal income
tax purposes, or (iii) the Issuer Trust is, or will be within 90 days of the
delivery of such Opinion of Counsel, subject to more than a de minimis amount of
other taxes, duties or other governmental charges; provided, however, that Tax
Event shall not include any event described above that requires the Sponsor for
United States Federal income tax purposes to defer taking a deduction for any
original issue discount that accrues with respect to the Junior Subordinated
Debentures until the interest payment related to such original issue discount is
paid by the Sponsor in cash.

      "Trust Indenture Act" means the Trust Indenture Act of 1939 or any
successor statute, in each case as amended from time to time.

      "Trust Property" means (a) the Junior Subordinated Debentures, (b) any
cash on deposit in, or owing to, the Payment Account, and (c) all proceeds and
rights in respect of the foregoing or any other property and assets for the time
being held or deemed to be held by the Property Trustee pursuant to the terms of
this Declaration of Trust.

      "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

                                       10


      "Trust Security" means any one of the Common Securities or the Preferred
Securities.

      "Underwriters" has the meaning specified in the Underwriting Agreement.

      "Underwriting Agreement" means the Underwriting Agreement, dated as of
June ___, 2006, among the Issuer Trust, the Sponsor and Morgan Stanley & Co.
Incorporated on behalf of the Underwriters named therein, as the same may be
amended from time to time.

                                   ARTICLE II

                        CONTINUATION OF THE ISSUER TRUST

      SECTION 2.1. Name. The Issuer Trust continued hereby shall be known as "GW
Capital Trust II," as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders of Trust
Securities and the Issuer Trustees, in which name the Administrative Trustees
and the Issuer Trustees may engage in the transactions contemplated hereby, make
and execute contracts and other instruments on behalf of the Issuer Trust and
sue and be sued.

      SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business.

      The address of the Delaware Trustee in the State of Delaware is Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the Holders
and the Sponsor. The principal executive office of the Issuer Trust is in care
of Great Wolf Resorts, Inc., 122 West Washington Avenue, Madison, Wisconsin
53703, Attention: General Counsel and Corporate Secretary.

      SECTION 2.3. Initial Contribution of Trust Property; Organizational
Expenses.

      The Issuer Trust acknowledges receipt in trust from the Sponsor in
connection with this Declaration of Trust of the sum of $10, which constitutes
the initial Trust Property. The Sponsor shall pay all organizational expenses of
the Issuer Trust as they arise or shall, upon request of any Issuer Trustee,
promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer
Trustee. The Sponsor shall make no claim upon the Trust Property for the payment
of such expenses.

      SECTION 2.4. Issuance of the Trust Securities.

      The Sponsor, both on its own behalf and on behalf of the Issuer Trust
pursuant to the Original Declaration of Trust, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Declaration of Trust, an Administrative Trustee, on behalf of the Issuer
Trust, shall execute, manually or by facsimile, in accordance with Section 5.3,
the Property Trustee shall authenticate in accordance with Section 5.3, and the
Issuer Trust shall deliver to the Underwriters, Preferred Securities
Certificates, registered in the names requested by the Underwriters, in an
aggregate amount of [2,000,000] Preferred Securities having an aggregate
Liquidation Amount of [$50,000,000], against receipt of the aggregate purchase
price of such Preferred Securities of [$50,000,000] by the Issuer Trust.

                                       11


      If the Underwriters exercise their option to purchase all or any portion
of an additional [300,000] Preferred Securities pursuant to the terms of the
Underwriting Agreement, then an Administrative Trustee, on behalf of the Issuer
Trust, shall execute, manually or by facsimile, in accordance with Section 5.3,
the Property Trustee shall authenticate in accordance with Section 5.3, and the
Issuer Trust shall deliver to the Underwriters, additional Preferred Securities
Certificates, registered in the names requested by the Underwriters, in an
aggregate amount of up to [300,000] additional Preferred Securities having an
aggregate Liquidation Amount of up to [$7,500,000], against receipt of the
aggregate purchase price of such additional Preferred Securities of up to
[$7,500,000] by the Issuer Trust.

      SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase
of Junior Subordinated Debentures.

      Contemporaneously with the execution and delivery of this Declaration of
Trust, an Administrative Trustee, on behalf of the Issuer Trust, shall execute
or cause to be executed in accordance with Section 5.2 and deliver to the
Sponsor a Common Securities Certificate, registered in the name of the Sponsor,
in an aggregate amount of ____________ Common Securities having an aggregate
Liquidation Amount of $___________ against receipt of the aggregate purchase
price of such Common Securities of $_______________ by the Issuer Trust.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Issuer
Trust, shall subscribe for and purchase from the Sponsor the Junior Subordinated
Debentures, registered in the name of the Issuer Trust and having an aggregate
principal amount equal to $___________ and, in satisfaction of the purchase
price for such Junior Subordinated Debentures, the Property Trustee, on behalf
of the Issuer Trust, shall deliver to the Sponsor the sum of $___________ (being
the sum of the amounts delivered to the Property Trustee pursuant to (i) the
second sentence of Section 2.4, and (ii) the first sentence of this Section 2.5)
and receive on behalf of the Issuer Trust the Junior Subordinated Debentures.

      If the Underwriters exercise their option to purchase additional Preferred
Securities pursuant to the terms of the Underwriting Agreement, then an
Administrative Trustee, on behalf of the Issuer Trust, shall execute or cause to
be executed in accordance with Section 5.2 and deliver to the Sponsor,
additional Common Securities Certificates, registered in the name of the
Sponsor, in an aggregate amount of up to ____________ additional Common
Securities having an aggregate Liquidation Amount of up to $___________ against
receipt of the aggregate purchase price of up to $___________ by the Issuer
Trust. Contemporaneously therewith, an Administrative Trustee, on behalf of the
Issuer Trust, shall subscribe for and purchase from the Sponsor, Junior
Subordinated Debentures, registered in the name of the Issuer Trust and having
an aggregate principal amount of up to $_____________ and, in satisfaction of
the purchase price for such Junior Subordinated Debentures, the Property
Trustee, on behalf of the Issuer Trust, shall deliver to the Sponsor an
aggregate amount equal to the sum of the amounts delivered to the Property
Trustee pursuant to (i) the third sentence of Section 2.4, and (ii) the third
sentence of this Section 2.5, and receive on behalf of the Issuer Trust such
Junior Subordinated Debentures.

                                       12


      SECTION 2.6. Declaration of Trust.

      The exclusive purposes and functions of the Issuer Trust are to (a) issue
and sell Trust Securities and use the proceeds from such sale to acquire the
Junior Subordinated Debentures, and (b) engage in only those other activities
necessary, convenient or incidental thereto. The Sponsor hereby appoints the
Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers
and duties to the extent set forth herein, and the Issuer Trustees hereby accept
such appointment. The Property Trustee hereby declares that it will hold the
Trust Property in trust upon and subject to the conditions set forth herein for
the benefit of the Issuer Trust and the Holders. The Sponsor hereby appoints the
Administrative Trustees, with such Administrative Trustees having all rights,
powers and duties set forth herein with respect to accomplishing the purposes of
the Issuer Trust, and the Administrative Trustees hereby accept such
appointment. The Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities, of
the Property Trustee or the Administrative Trustees set forth herein. The
Delaware Trustee shall be one of the trustees of the Issuer Trust for the sole
and limited purpose of fulfilling the requirements of Section 3807 of the
Delaware Statutory Trust Act and for taking such actions as are required to be
taken by a Delaware trustee under the Delaware Statutory Trust Act.

      SECTION 2.7. Authorization to Enter into Certain Transactions.

      (a) The Issuer Trustees and the Administrative Trustees shall conduct the
affairs of the Issuer Trust in accordance with the terms of this Declaration of
Trust. Subject to the limitations set forth in paragraph (b) of this Section and
in accordance with the following provisions (i) and (ii), the Issuer Trustees
and the Administrative Trustees shall act as follows:

            (i) Each Administrative Trustee, acting singly or jointly, is
      authorized, on behalf of the Trust, to:

                  (A) comply with the Underwriting Agreement regarding the
            issuance and sale of the Preferred Securities;

                  (B) assist in compliance with the Securities Act, applicable
            state securities or blue sky laws, and the Trust Indenture Act;

                  (C) assist in the listing of the Preferred Securities upon
            such securities exchange or exchanges as shall be determined by the
            Sponsor, with the registration of the Preferred Securities under the
            Exchange Act, if required, and the preparation and filing of all
            periodic and other reports and other documents pursuant to the
            foregoing;

                  (D) execute the Trust Securities on behalf of the Issuer Trust
            in accordance with this Declaration of Trust;

                  (E) execute and deliver an application for a taxpayer
            identification number for the Issuer Trust;

                                       13



                  (F) execute on behalf of the Issuer Trust any documents that
            the Administrative Trustees have the power to execute pursuant to
            this Declaration of Trust, including without limitation Junior
            Subordinated Debenture Subscription Agreements, Common Securities
            Subscription Agreements, a Certificate Depositary Agreement and an
            Expense Agreement, all by and between the Issuer Trust and the
            Sponsor; and

                  (G) take any action incidental to the foregoing as necessary
            or advisable to give effect to the terms of this Declaration of
            Trust (and any actions taken in furtherance of the above prior to
            the date of this Declaration of Trust by the Administrative Trustees
            are hereby ratified and confirmed in all respects).

            (ii) The Property Trustee shall have the power and authority to act
      on behalf of the Issuer Trust with respect to the following matters:

                  (A) the establishment of the Payment Account;

                  (B) the receipt of the Junior Subordinated Debentures;

                  (C) the receipt and collection of interest, principal and any
            other payments made in respect of the Junior Subordinated Debentures
            in the Payment Account;

                  (D) the distribution of amounts owed to the Holders in respect
            of the Trust Securities;

                  (E) the exercise of all of the rights, powers and privileges
            of a holder of the Junior Subordinated Debentures;

                  (F) the sending of notices of default and other information
            regarding the Trust Securities and the Junior Subordinated
            Debentures to the Holders in accordance with this Declaration of
            Trust;

                  (G) the distribution of the Trust Property in accordance with
            the terms of this Declaration of Trust;

                  (H) to the extent provided in this Declaration of Trust, the
            winding up of the affairs of and liquidation of the Issuer Trust and
            the execution of the certificate of cancellation with the Secretary
            of State of the State of Delaware; and

                  (I) after an Event of Default (other than under the definition
            of such term if such Event of Default is by or with respect to the
            Property Trustee), compliance with the provisions of this
            Declaration of Trust and the taking of any action to give effect to
            the terms of this Declaration of Trust and protect and conserve the
            Trust Property for the benefit of the Holders (without consideration
            of the effect of any such action on any particular Holder);

                                       14



provided, however, that nothing in this Section 2.7(a)(ii) shall require the
Property Trustee to take any action that is not otherwise required in this
Declaration of Trust.

      (b) So long as this Declaration of Trust remains in effect, the Issuer
Trust (or the Issuer Trustees or Administrative Trustees acting on behalf of the
Issuer Trust) shall not undertake any business, activities or transaction except
as expressly provided herein or contemplated hereby. In particular, neither the
Issuer Trustees nor the Administrative Trustees shall (i) acquire any
investments, reinvest the proceeds derived from investments, or engage in any
activities not authorized by this Declaration of Trust, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the
Trust Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would reasonably be expected to
cause the Issuer Trust to fail or cease to qualify as a grantor trust for United
States Federal income tax purposes or to cause the Issuer Trust to become
taxable as a corporation or a partnership for United States Federal income tax
purposes, (iv) incur any indebtedness for borrowed money or issue any other
debt, (v) issue any securities or other evidences of beneficial ownership of, or
beneficial interests in, the Issuer Trust other than the Trust Securities or
(vi) take or consent to any action that would result in the placement of a Lien
on any of the Trust Property. The Property Trustee shall defend all claims and
demands of all Persons at any time claiming any Lien on any of the Trust
Property adverse to the interest of the Issuer Trust or the Holders in their
capacity as Holders.

      (c) In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the right and responsibility to assist the Issuer Trust with
respect to, or effect on behalf of the Issuer Trust, the following (and any
actions taken by the Sponsor in furtherance of the following prior to the date
of this Declaration of Trust are hereby ratified and confirmed in all respects):

            (i) the preparation and filing by the Issuer Trust, and execution on
      behalf of the Issuer Trust, of a registration statement, and a prospectus
      in relation to the Preferred Securities, including any amendments thereto
      and the taking of any action necessary or desirable to sell the Preferred
      Securities in a transaction or a series of transactions not exempt from
      the registration requirements of the Securities Act;

            (ii) the determination of the States in which to take appropriate
      action to qualify or register for sale all or part of the Preferred
      Securities and the determination of any and all such acts, other than
      actions that must be taken by or on behalf of the Issuer Trust, and the
      advice to the Issuer Trustees of actions they must take on behalf of the
      Issuer Trust, and the preparation for execution and filing of any
      documents to be executed and filed by the Issuer Trust or on behalf of the
      Issuer Trust, as the Sponsor deems necessary or advisable in order to
      comply with the applicable laws of any such States in connection with the
      sale of the Preferred Securities;

            (iii) the negotiation of the terms of, and the execution and
      delivery of, the Underwriting Agreement providing for the sale of the
      Preferred Securities;

            (iv) compliance with the listing requirements of the Preferred
      Securities upon such securities exchange or exchanges as shall be
      determined by the Sponsor, the

                                       15



      registration of the Preferred Securities under the Exchange Act, if
      required, and the preparation and filing of all periodic and other reports
      and other documents pursuant to the foregoing; and

            (v) the taking of any other actions necessary or desirable to carry
      out any of the foregoing activities.

      (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees and the Property Trustee are authorized and directed to conduct the
affairs of the Issuer Trust and to operate the Issuer Trust so that the Issuer
Trust will not be deemed to be an "investment company" required to be registered
under the Investment Company Act, and will not be taxable as a corporation, a
partnership or any other arrangement other than as a grantor trust for United
States Federal income tax purposes and so that the Junior Subordinated
Debentures will be treated as indebtedness of the Sponsor for United States
Federal income tax purposes. In this connection, the Property Trustee and the
Holders of Common Securities are authorized to take any action, not inconsistent
with applicable law, the Certificate of Trust or this Declaration of Trust, that
the Property Trustee and Holders of Common Securities determine in their
discretion to be necessary or desirable for such purposes, as long as such
action does not adversely affect in any material respect the interests of the
Holders of the Outstanding Preferred Securities. In no event shall the
Administrative Trustees or the Issuer Trustees be liable to the Issuer Trust or
the Holders for any failure to comply with this section that results from a
change in law or regulations or in the interpretation thereof.

      SECTION 2.8. Assets of Trust.

      The assets of the Issuer Trust shall consist solely of the Trust Property.

      SECTION 2.9. Title to Trust Property.

      Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Issuer Trust and the Holders in
accordance with this Declaration of Trust.

                                  ARTICLE III

                                 PAYMENT ACCOUNT

      SECTION 3.1. Payment Account.

      (a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and its agents shall have exclusive
control and sole right of withdrawal with respect to the Payment Account for the
purpose of making deposits in and withdrawals from the Payment Account in
accordance with this Declaration of Trust. All monies and other property
deposited or held from time to time in the Payment Account shall be held by the
Property Trustee in the Payment Account for the exclusive benefit of the Holders
and for distribution as herein provided, including (and subject to) any priority
of payments provided for herein.

                                       16



      (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Junior Subordinated Debentures.
Amounts held in the Payment Account shall not be invested by the Property
Trustee pending distribution thereof.

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

      SECTION 4.1. Distributions.

      (a) The Trust Securities represent undivided beneficial interests in the
Trust Property, and Distributions (including of Additional Amounts) will be made
on the Trust Securities at the rate and on the dates that payments of interest
(including of Additional Interest, as defined in the Indenture) are made on the
Junior Subordinated Debentures. Accordingly:

            (i) Distributions on the Trust Securities shall be cumulative and
      will accumulate whether or not there are funds of the Issuer Trust
      available for the payment of Distributions. Distributions shall accumulate
      from and including June ___, 2006, and, except in the event (and to the
      extent) that the Sponsor exercises its right to defer the payment of
      interest on the Junior Subordinated Debentures pursuant to the Indenture,
      shall be payable quarterly in arrears not later than 10:00 a.m. (New York
      City time) on March ___, June ___, September ___ and December ___ of each
      year, commencing on September ___, 2006. If any date on which a
      Distribution is otherwise payable on the Trust Securities is not a
      Business Day, then the payment of such Distribution shall be made on the
      next succeeding day that is a Business Day (without any interest or other
      payment in respect of any such delay), with the same force and effect as
      if made on the date on which such payment was originally payable (each
      date on which distributions are payable in accordance with this Section
      4.1(a), a "Distribution Date"). The amount of Distributions payable
      pursuant to (a)(ii) and (a)(iii) of this Section for any period shall
      include any Additional Amounts in respect of such period.

            (ii) The Trust Securities shall be entitled to Distributions payable
      at a rate of ____% per annum of the Liquidation Amount of the Trust
      Securities, subject to an increase in the rate pursuant to (a)(iii) of
      this Section. The amount of Distributions payable for any period less than
      a full Distribution period shall be computed on the basis of a 360-day
      year of twelve 30-day months and the actual number of days elapsed in a
      partial month in a period. Distributions on the Trust Securities will
      accumulate from and including the most recent Distribution Date to which
      Distributions have been paid or duly provided for, or, if no Distributions
      have been paid or duly provided for, from and including June ___, 2006 to
      but excluding the date the Liquidation Amount has been paid or duly made
      available for payment. Distributions payable for each full Distribution
      period will be computed by dividing the distribution rate per annum by
      four (4).

            (iii) If a Special Event occurs, beginning on the 30th calendar day
      following the date on which a Special Event occurs through and including
      the earlier of a Special Event Termination Date and the maturity date of
      the Junior Subordinated Debentures (an

                                       17



      "Increased Rate Period"), the Outstanding Trust Securities shall be
      entitled to Distributions payable at a rate of ____% per annum of the
      Liquidation Amount of the Trust Securities. The amount of Distributions
      payable for any Increased Rate Period shall be computed on the basis of a
      360-day year of twelve 30-day months and the actual number of days elapsed
      in such period. Following the Special Event Termination Date, the Trust
      Securities shall be entitled to Distributions payable as provided in
      Section 4.1(a)(ii) above.

            (iv) So long as no Debenture Event of Default has occurred and is
      continuing, the Sponsor has the right under the Indenture to defer the
      payment of interest on the Junior Subordinated Debentures at any time and
      from time to time for a period not exceeding six consecutive quarterly
      periods (an "Extension Period"), provided that no Extension Period may
      extend beyond the stated maturity of the Junior Subordinated Debentures.
      As a consequence of any such deferral, quarterly Distributions on the
      Trust Securities by the Issuer Trust will also be deferred to the extent
      and except as provided in the Junior Subordinated Debentures, and the
      amount of Distributions to which Holders of the Trust Securities are
      entitled that have been so deferred will accumulate additional
      Distributions thereon at the rate per annum as provided for in (a)(ii) and
      (a)(iii) of this Section, compounded quarterly from and including the most
      recent Distribution payment date on which Distributions were paid,
      computed on the basis of a 360-day year of twelve 30-day months and the
      actual number of days elapsed in a partial month in such period.
      Additional Distributions payable for each full Distribution period will be
      computed by dividing the rate per annum by four (4). The term
      "Distributions" as used in Section 4.1 shall include any such additional
      Distributions provided pursuant to this Section 4.1(a)(iv).

            (v) Distributions on the Trust Securities shall be made by the
      Property Trustee from the Payment Account and shall be payable not later
      than 10:00 a.m. (New York City time) on each Distribution Date only to the
      extent that the Issuer Trust has funds then on hand and available in the
      Payment Account for the payment of such Distributions.

      (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities at the close of business on the relevant
record date, which shall be at the close of business on the 15th calendar day
next preceding the relevant Distribution Date, whether or not a Business Day.

      SECTION 4.2. Redemption.

      (a) On each Debenture Redemption Date and on the stated maturity of the
Junior Subordinated Debentures, the Issuer Trust will be required to redeem a
Like Amount of Trust Securities at the Redemption Price.

      (b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Security Register. All notices of
redemption shall state:

                                       18



            (i) the Redemption Date;

            (ii) the Redemption Price or, if the Redemption Price cannot be
      calculated prior to the time the notice is required to be sent, the manner
      of calculation of the Redemption Price provided pursuant to the Indenture
      together with a statement that the Redemption Price will be calculated on
      the third Business Day prior to the Redemption Date (and if the manner of
      calculation of the Redemption Price is provided, a further notice shall be
      sent of the Redemption Price on the date, or as soon as practicable
      thereafter, that notice of such Redemption Price is received pursuant to
      the Indenture);

            (iii) the CUSIP number or CUSIP numbers of the Preferred Securities
      affected;

            (iv) if less than all the Outstanding Trust Securities are to be
      redeemed, the identification and the total Liquidation Amount of the
      particular Trust Securities to be redeemed;

            (v) that, on the Redemption Date, the Redemption Price will become
      due and payable upon each such Trust Security to be redeemed and that
      Distributions thereon will cease to accumulate on and after said date,
      except as provided in Section 4.2(d) below; and

            (vi) the place or places where Trust Securities are to be
      surrendered for the payment of the Redemption Price.

The Issuer Trust in issuing the Trust Securities shall use "CUSIP" numbers, and
the Property Trustee shall indicate the "CUSIP" numbers of the Trust Securities
in notices of redemption and related materials as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Trust Securities or as
contained in any notice of redemption and related material.

Any notice of redemption may state that the redemption of the Preferred
Securities may be, at the Sponsor's discretion, subject to the satisfaction of
one or more conditions precedent.

      (c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the applicable proceeds from the
contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the
Trust Securities shall be made and the Redemption Price shall be payable in cash
on each Redemption Date only to the extent that the Issuer Trust has funds then
on hand and legally available in the Payment Account for the payment of such
Redemption Price.

      (d) If the Issuer Trust gives a notice of redemption in respect of any
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, with respect to
Preferred Securities held in book-entry form, irrevocably deposit with the
Clearing Agency for such Preferred Securities, to the extent available therefor,
funds sufficient to pay the applicable Redemption Price and will give such
Clearing Agency irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Preferred Securities. With respect to Preferred
Securities that are not held in book-entry form, the Property Trustee, subject
to Section 4.2(c), will irrevocably deposit with the

                                       19



Paying Agent, to the extent available therefor, funds sufficient to pay the
applicable Redemption Price and will give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the Holder of the
Preferred Securities upon surrender of their Preferred Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then, upon the date of such deposit, all rights of
Holders holding Trust Securities so called for redemption will cease, except the
right of such Holders to receive the Redemption Price and any Distribution
payable in respect of the Trust Securities on or prior to the Redemption Date,
but without interest, and such Securities will cease to be Outstanding. In the
event that any date on which any applicable Redemption Price is payable is not a
Business Day, then payment of the applicable Redemption Price payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) with the same force
and effect as if made on such date. In the event that payment of the Redemption
Price in respect of any Trust Securities called for redemption is improperly
withheld or refused and not paid either by the Issuer Trust or by the Sponsor
pursuant to the Guarantee Agreement, Distributions on such Trust Securities will
continue to accumulate, as set forth in Section 4.1, from and including the
Redemption Date originally established by the Issuer Trust for such Trust
Securities to but excluding the date such applicable Redemption Price is
actually paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the applicable Redemption Price.

      (e) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of such Trust Securities to be redeemed shall be allocated
pro rata to the Common Securities and the Preferred Securities based on the
relative aggregate Liquidation Amounts of such classes. The particular Preferred
Securities to be redeemed shall be selected on a pro rata basis based on their
respective Liquidation Amounts not more than 60 days prior to the Redemption
Date by the Property Trustee from the Outstanding Preferred Securities not
previously called for redemption by any method the Property Trustee deems fair
and appropriate, or if the Preferred Securities are then held in the form of a
Global Preferred Security in accordance with the customary procedures for the
Clearing Agency. The Property Trustee shall promptly notify the Securities
Registrar in writing of the Preferred Securities selected for redemption and, in
the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Declaration
of Trust, unless the context otherwise requires, all provisions relating to the
redemption of Preferred Securities shall relate, in the case of any Preferred
Securities redeemed or to be redeemed only in part, to the portion of the
aggregate Liquidation Amount of Preferred Securities that has been or is to be
redeemed.

      SECTION 4.3. Subordination of Common Securities.

      (a) Payment of Distributions (including Additional Amounts, if applicable)
on, the Redemption Price of, and the Liquidation Distribution in respect of, the
Trust Securities, as applicable, shall be made, subject to Section 4.2(e), pro
rata among the Common Securities and the Preferred Securities based on the
Liquidation Amount of such Trust Securities; provided, however, that if on any
Distribution Date or Redemption Date an Event of Default resulting from

                                       20


a Debenture Default shall have occurred and be continuing, no payment of any
Distribution (including any Additional Amounts) on, Redemption Price of, or
Liquidation Distribution in respect of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including any Additional Amounts) on all Outstanding
Preferred Securities for all Distribution periods terminating on or prior
thereto, or, in the case of payment of the Redemption Price, the full amount of
such Redemption Price on all Outstanding Preferred Securities then called for
redemption, or in the case of payment of the Liquidation Distribution the full
amount of such Liquidation Distribution on all Outstanding Preferred Securities,
shall have been made or provided for, and all funds immediately available to the
Property Trustee shall first be applied to the payment in full in cash of all
Distributions (including any Additional Amounts) on, the Redemption Price of, or
the Liquidation Distribution in respect of Preferred Securities then due and
payable. The existence of an Event of Default does not entitle the Holders of
Trust Securities to accelerate the maturity thereof.

      (b) In the case of the occurrence of any Event of Default resulting from a
Debenture Default, the Holder of the Common Securities shall have no right to
act with respect to any such Event of Default under this Declaration of Trust
until the effects of all such Events of Default with respect to the Preferred
Securities have been cured, waived or otherwise eliminated. Until all such
Events of Default under this Declaration of Trust with respect to the Preferred
Securities have been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the Holders of the Preferred Securities
and not on behalf of the Holder of the Common Securities, and only the Holders
of the Preferred Securities will have the right to direct the Property Trustee
to act on their behalf.

      SECTION 4.4. Payment Procedures.

      Payments of Distributions (including any Additional Amounts) in respect of
the Preferred Securities shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Securities Register
or, if the Preferred Securities are held by a Clearing Agency, such
Distributions shall be made to the Clearing Agency in immediately available
funds, which will credit the relevant accounts on the applicable Distribution
Dates. Payments of Distributions, other than Distributions payable at maturity,
to Holders of $1,000,000 or more in aggregate Liquidation Amount of Preferred
Securities may be made by wire transfer of immediately available funds upon
written request of such Holder to (and appropriate wire transfer instructions
received by) the Securities Registrar not later than 15 calendar days prior to
the date on which the Distribution is payable. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Holder of the Common Securities.

      SECTION 4.5. Tax Returns and Reports.

      The Administrative Trustees shall prepare (or cause to be prepared), at
the Sponsor's expense, and file all United States Federal, state and local tax
and information returns and reports required to be filed by or in respect of the
Issuer Trust. In this regard, the Administrative Trustees shall (a) prepare and
file (or cause to be prepared and filed) all Internal Revenue Service

                                       21



forms required to be filed in respect of the Issuer Trust in each taxable year
of the Issuer Trust and (b) prepare and furnish (or cause to be prepared and
furnished) to each Holder all Internal Revenue Service forms required to be
provided by the Issuer Trust. The Administrative Trustees shall provide the
Sponsor and the Property Trustee with a copy of all such returns and reports
promptly after such filing or furnishing. The Issuer Trustees shall comply with
United States Federal withholding and backup withholding tax laws and
information reporting requirements with respect to any payments to Holders under
the Trust Securities.

      On or before December 15 of each year during which any Preferred
Securities are Outstanding, the Administrative Trustees shall furnish to the
Property Trustee such information as may be reasonably requested by the Property
Trustee in order that the Property Trustee may prepare the information which it
is required to report for such year on Internal Revenue Service Forms 1096 and
1099 pursuant to Section 6049 of the Code. Such information shall include the
amount of original issue discount, if any, with respect to each Outstanding
Preferred Security during such year.

      SECTION 4.6. Payment of Taxes, Duties, Etc. of the Issuer Trust.

      Upon receipt under the Junior Subordinated Debentures of Additional Sums,
the Property Trustee shall promptly pay, or cause the Administrative Trustees to
pay in connection with the filing of any tax returns or reports pursuant to
Section 4.5, any taxes, duties or governmental charges of whatsoever nature
(other than withholding taxes) imposed on the Issuer Trust by the United States
or any other taxing authority.

      SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions.

      Any amount payable hereunder to any Holder of Preferred Securities (or
Owner) shall be reduced by the amount of any corresponding payment such Holder
has directly received pursuant to Section 5.01 of the Indenture or Section 5.13
of this Declaration of Trust.

      SECTION 4.8. Liability of the Holder of Common Securities.

      The Holder of Common Securities shall be liable for the debts and
obligations of the Issuer Trust (other than with respect to the Trust
Securities) to the extent not satisfied out of the Issuer Trust's assets.

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

      SECTION 5.1. Initial Ownership.

      Upon the creation of the Issuer Trust and the contribution by the Sponsor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are Outstanding, the Sponsor shall be
the sole beneficial owner of the Issuer Trust.

                                       22



      SECTION 5.2. The Trust Securities Certificates.

      (a) The Trust Securities Certificates shall be issued in multiples of $25
and shall be executed on behalf of the Issuer Trust by manual or facsimile
signature of at least one Administrative Trustee. Trust Securities Certificates
bearing the manual signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Issuer
Trust, shall be validly issued and entitled to the benefits of this Declaration
of Trust, notwithstanding that such individuals or any of them shall have ceased
to be so authorized prior to the delivery of such Trust Securities Certificates
or did not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Holder, and shall be entitled to the rights and subject to the obligations of a
Holder hereunder, upon due registration of such Trust Securities Certificate in
such transferee's name pursuant to Section 5.5.

      (b) Upon their original issuance, Preferred Securities Certificates shall
be issued in the form of one or more fully registered Global Preferred
Securities Certificates which will be deposited with or on behalf of the
Depositary and registered in the name of the Depositary's nominee. Unless and
until it is exchangeable in whole for the Preferred Securities in definitive
form, a global security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor of such Depositary or a nominee of such successor.

      (c) Common Securities Certificates representing the Common Securities
shall be issued to the Sponsor in the form of one or more definitive Common
Securities Certificates.

      SECTION 5.3. Execution and Delivery of Trust Securities Certificates.

      At the Closing Date, and on the date, if any, on which the Underwriters
exercise their option to purchase additional Preferred Securities pursuant to
the terms of the Underwriting Agreement, as applicable, at least one of the
Administrative Trustees shall cause Trust Securities Certificates, in an
aggregate Liquidation Amount as provided in Sections 2.4 and 2.5, to be executed
on behalf of the Issuer Trust by manual or facsimile signature. The Preferred
Securities so executed shall be delivered to the Property Trustee and upon such
delivery the Property Trustee shall manually authenticate upon the written order
of the Sponsor such Preferred Securities Certificates and deliver such Preferred
Securities Certificates upon the written order of the Sponsor, executed by an
authorized officer thereof, without further corporate action by the Sponsor, in
authorized denominations.

      SECTION 5.4. Global Preferred Security.

      (a) Any Global Preferred Security issued under this Declaration of Trust
shall be registered in the name of the nominee of the Clearing Agency and
delivered to such custodian therefor, and such Global Preferred Security shall
constitute a single Preferred Security for all purposes of this Declaration of
Trust.

      (b) Notwithstanding any other provision in this Declaration of Trust, a
Global Preferred Security may not be exchanged in whole or in part for Preferred
Securities registered,

                                       23



and no transfer of the Global Preferred Security in whole or in part may be
registered, in the name of any Person other than the Clearing Agency for such
Global Preferred Security, or its nominee thereof unless (i) such Clearing
Agency advises the Property Trustee in writing that such Clearing Agency is no
longer willing or able to properly discharge its responsibilities as Clearing
Agency with respect to such Global Preferred Security or if it ceases to be a
Clearing Agency under the Exchange Act, and the Sponsor is unable to locate a
qualified successor within 90 days after receiving such notice or becoming aware
that the Depositary is no longer so registered, or (ii) the Issuer Trust at its
option advises the Depositary in writing that it elects to terminate the
book-entry system through the Clearing Agency.

      (c) If a Preferred Security is to be exchanged in whole or in part for a
beneficial interest in a Global Preferred Security, then either (i) such Global
Preferred Security shall be so surrendered for exchange or cancellation as
provided in this Article V or (ii) the aggregate Liquidation Amount thereof
shall be reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled or equal to the Liquidation Amount of such other
Preferred Security to be so exchanged for a beneficial interest therein, as the
case may be, by means of an appropriate adjustment made on the records of the
Security Registrar, whereupon the Property Trustee, in accordance with the
Applicable Procedures, shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Security by the Clearing Agency,
accompanied by registration instructions, the Property Trustee shall, subject to
Section 5.4(b) and as otherwise provided in this Article V, authenticate and
deliver any Preferred Securities issuable in exchange for such Global Preferred
Security (or any portion thereof) in accordance with the instructions of the
Clearing Agency. The Property Trustee shall not be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be fully
protected in relying on, such instructions.

      (d) Every Preferred Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Preferred Security or
any portion thereof, whether pursuant to this Article V or Article IV or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Preferred Security, unless such Global Preferred Security is registered
in the name of a Person other than the Clearing Agency for such Global Preferred
Security or a nominee thereof.

      (e) The Clearing Agency or its nominee, as the registered owner of a
Global Preferred Security, shall be considered the Holder of the Preferred
Securities represented by such Global Preferred Security for all purposes under
this Declaration of Trust and the Preferred Securities, and owners of beneficial
interests in such Global Preferred Security shall hold such interests pursuant
to the Applicable Procedures and, except as otherwise provided herein, shall not
be entitled to receive physical delivery of any such Preferred Securities in
definitive form and shall not be considered the Holders thereof under this
Declaration of Trust. Accordingly, any such owner's beneficial interest in the
Global Preferred Security shall be shown only on, and the transfer of such
interest shall be effected only through, records maintained by the Clearing
Agency or its nominee. Neither the Property Trustee nor the Securities Registrar
shall have any liability in respect of any transfers effected by the Clearing
Agency.

                                       24



      (f) The rights of owners of beneficial interests in a Global Preferred
Security shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such owners and the
Clearing Agency.

      SECTION 5.5. Registration of Transfer and Exchange Generally; Certain
Transfers and Exchanges; Preferred Securities Certificates.

      (a) The Property Trustee shall keep or cause to be kept at its Corporate
Trust Office a register or registers for the purpose of registering Preferred
Securities Certificates and transfers and exchanges of Preferred Securities
Certificates in which the registrar and transfer agent with respect to the
Preferred Securities (the "Securities Registrar"), subject to such reasonable
regulations as it may prescribe, shall provide for the registration of Preferred
Securities Certificates and Common Securities Certificates (subject to Section
5.11 in the case of Common Securities Certificates) and registration of
transfers and exchanges of Preferred Securities Certificates as herein provided.
Such register is herein sometimes referred to as the "Securities Register." The
Property Trustee is hereby appointed "Securities Registrar" for the purpose of
registering Preferred Securities and transfers of Preferred Securities as herein
provided.

      Upon surrender for registration of transfer of any Preferred Security at
the offices or agencies of the Property Trustee designated for that purpose an
Administrative Trustee shall execute, and the Property Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Preferred Securities of the same series of any
authorized denominations of like tenor and aggregate Liquidation Amount and
bearing such legends as may be required by this Declaration of Trust.

      At the option of the Holder, Preferred Securities may be exchanged for
other Preferred Securities of any authorized denominations, of like tenor and
aggregate Liquidation Amount and bearing such legends as may be required by this
Declaration of Trust, upon surrender of the Preferred Securities to be exchanged
as such office or agency. Whenever any securities are so surrendered for
exchange, an Administrative Trustee shall execute and the Property Trustee shall
authenticate and deliver the Preferred Securities that the Holder making the
exchange is entitled to receive.

      All Preferred Securities issued upon any transfer or exchange of Preferred
Securities shall be the valid obligations of the Issuer Trust, evidencing the
same debt, and entitled to the same benefits under this Declaration of Trust, as
the Preferred Securities surrendered upon such transfer or exchange.

      Every Preferred Security presented or surrendered for transfer or exchange
shall (if so required by the Property Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Property Trustee and the Securities Registrar, duly executed by the Holder
thereof or such Holder's attorney duly authorized in writing.

      No service charge shall be made to a Holder for any transfer or exchange
of Preferred Securities, but the Property Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Preferred Securities.

                                       25



      Neither the Issuer Trust nor the Property Trustee shall be required,
pursuant to the provisions of this Section, (i) to issue, register the transfer
of or exchange any Preferred Security during a period beginning at the opening
of business 15 days before the first mailing of the notice of redemption, or
(ii) to register the transfer of or exchange any Preferred Security so selected
for redemption in whole or in part, except, in the case of any such Preferred
Security to be redeemed in part, any portion thereof not to be redeemed.

      (b) Trust Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration of Trust.
To the fullest extent permitted by law, any transfer or purported transfer of
any Trust Security not made in accordance with this Declaration of Trust shall
be null and void. A Preferred Security that is not a Global Preferred Security
may be transferred, in whole or in part, to a Person who takes delivery in the
form of another Trust Security that is not a Global Security as provided in
Section 5.5(a). Subject to this Section 5.5, Preferred Securities shall be
freely transferable. A beneficial interest in a Global Preferred Security may be
exchanged for a Preferred Security that is not a Global Preferred Security as
provided in Section 5.4.

      SECTION 5.6. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

      If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities Registrar and the
Administrative Trustees such security or indemnity as may be required by them to
save each of them harmless, then in the absence of notice that such Trust
Securities Certificate shall have been acquired by a bona fide purchaser, the
Administrative Trustees, or any one of them, on behalf of the Issuer Trust shall
execute and make available for delivery, and the Property Trustee shall
authenticate, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Trust Securities Certificate, a new Trust Securities Certificate of
like class, tenor and denomination. In connection with the issuance of any new
Trust Securities Certificate under this Section, the Administrative Trustees or
the Securities Registrar may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Securities Certificate issued pursuant to this
Section shall constitute conclusive evidence of an undivided beneficial interest
in the assets of the Issuer Trust corresponding to that evidenced by the lost,
stolen or destroyed Trust Certificate, as if originally issued, whether or not
the lost, stolen or destroyed Trust Securities Certificate shall be found at any
time.

      SECTION 5.7. Persons Deemed Holders.

      The Issuer Trustees or the Securities Registrar shall treat the Person in
whose name any Trust Securities are issued as the owner of such Trust Securities
for the purpose of receiving Distributions and for all other purposes
whatsoever, and none of the Issuer Trustees, the Administrative Trustees nor the
Securities Registrar shall be bound by any notice to the contrary.

                                       26



      SECTION 5.8. Access to List of Holders' Names and Addresses.

      Each Holder and each Owner shall be deemed to have agreed not to hold the
Sponsor, the Property Trustee, or the Administrative Trustees accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.

      SECTION 5.9. Maintenance of Office or Agency.

      The Property Trustee shall designate, with the consent of the
Administrative Trustees, which consent shall not be unreasonably withheld, an
office or offices or agency or agencies where Preferred Securities Certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Property Trustee initially designates its
Corporate Trust Office at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001; Attention: Corporate Trust Administration, as
its corporate trust office for such purposes. The Property Trustee shall give
prompt written notice to the Sponsor, the Administrative Trustees and to the
Holders of any change in the location of the Securities Register or any such
office or agency.

      SECTION 5.10. Appointment of Paying Agent.

      The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrative Trustees. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account solely for the
purpose of making the Distributions referred to above. The Property Trustee may
revoke such power and remove any Paying Agent in its sole discretion. The Paying
Agent shall initially be the Property Trustee. Any Person acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees and the Property Trustee. In the event that the Property
Trustee shall no longer be the Paying Agent or a successor Paying Agent shall
resign or its authority to act be revoked, the Property Trustee shall appoint a
successor (which shall be a bank or trust company) that is reasonably acceptable
to the Administrative Trustees to act as Paying Agent. Such successor Paying
Agent or any additional Paying Agent appointed by the Property Trustee shall
execute and deliver to the Issuer Trustees an instrument in which such successor
Paying Agent or additional Paying Agent shall agree with the Issuer Trustees
that as Paying Agent, such successor Paying Agent or additional Paying Agent
will hold all sums, if any, held by it for payment to the Holders in trust for
the benefit of the Holders entitled thereto until such sums shall be paid to
such Holders. The Paying Agent shall return all unclaimed funds to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Property Trustee. The provisions of Sections
8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying
Agent, for so long as the Bank shall act as Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Declaration of Trust to the Paying Agent shall include any co-paying agent
chosen by the Property Trustee unless the context requires otherwise.

                                       27



      SECTION 5.11. Ownership of Common Securities by Sponsor.

      At the Closing Date, the Sponsor shall acquire and retain beneficial and
record ownership of the Common Securities. Neither the Sponsor nor any successor
Holder of the Common Securities may transfer less than all the Common
Securities, and the Sponsor or any such successor Holder may transfer the Common
Securities only (i) in connection with a consolidation or merger of the Sponsor
into another Person or any conveyance, transfer or lease by the Sponsor of its
properties and assets substantially as an entirety to any Person, pursuant to
Section 9.01 of the Indenture, or (ii) to an Affiliate of the Sponsor in
compliance with applicable law (including the Securities Act and applicable
state securities and blue sky laws). To the fullest extent permitted by law, any
attempted transfer of the Common Securities, other than as set forth in the
immediately preceding sentence, shall be void. The Administrative Trustees shall
cause each Common Securities Certificate issued to the Sponsor to contain a
legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE SPONSOR OR AN
AFFILIATE OF THE SPONSOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF
THE DECLARATION OF TRUST."

      SECTION 5.12. Notices to Clearing Agency.

      To the extent that a notice or other communication to the Holders is
required under this Declaration of Trust, for so long as Preferred Securities
are represented by a Global Preferred Securities Certificate, the Administrative
Trustees and the Issuer Trustees shall give all such notices and communications
specified herein to be given to the Clearing Agency, and shall have no
obligations to the Owners.

      SECTION 5.13. Rights of Holders.

      (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Holders shall not have any right or title therein other than the undivided
beneficial interest in the assets of the Issuer Trust conferred by their Trust
Securities and they shall have no right to call for any partition or division of
property, profits or rights of the Issuer Trust except as described below. The
Trust Securities shall be personal property giving only the rights specifically
set forth therein and in this Declaration of Trust. The Trust Securities shall
have no preemptive or similar rights and when issued and delivered to Holders
against payment of the purchase price therefor, as provided herein, will be
fully paid and nonassessable by the Issuer Trust. Except as otherwise provided
in Section 4.8, the Holders of the Trust Securities, in their capacities as
such, shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

      (b) For so long as any Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debt Securities Trustee fails or the holders of
not less than 25% in principal amount of the outstanding Junior Subordinated
Debentures fail to declare the principal of all of the Junior Subordinated
Debentures to be immediately due and payable, the Holders of at least 25% in
Liquidation Amount of the Preferred Securities then Outstanding shall have such
right to make such declaration by a notice in writing to the Property Trustee,
the Sponsor and the Debt Securities Trustee.

                                       28

      At any time after such a declaration of acceleration with respect to the
Junior Subordinated Debentures has been made and before a judgment or decree for
payment of the money due has been obtained by the Debt Securities Trustee as
provided in the Indenture, the Holders of a Majority in Liquidation Amount of
the Preferred Securities, by written notice to the Property Trustee, the Sponsor
and the Debt Securities Trustee, may waive all defaults and rescind and annul
such declaration and its consequences if:

            (i) the Sponsor has paid or deposited with the Debt Securities
      Trustee a sum sufficient to pay

                  (A) all overdue installments of interest on all of the Junior
            Subordinated Debentures,

                  (B) any accrued Additional Interest on all of the Junior
            Subordinated Debentures,

                  (C) the principal of (and premium, if any, on) any Junior
            Subordinated Debentures which have become due otherwise than by such
            declaration of acceleration and interest and Additional Interest
            thereon at the rate borne by the Junior Subordinated Debentures, and

                  (D) all sums paid or advanced by the Debt Securities Trustee
            under the Indenture and the reasonable compensation, expenses,
            disbursements and advances of the Debt Securities Trustee and the
            Property Trustee, their agents and counsel; and

            (ii) all Debenture Defaults with respect to the Junior Subordinated
      Debentures, other than the non-payment of the principal of the Junior
      Subordinated Debentures which has become due solely by such acceleration,
      have been cured or waived as provided in Section 5.10 of the Indenture.

      If the Property Trustee fails to annul any such declaration and waive such
default, the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities shall also have the right to rescind and annul such
declaration and its consequences by written notice to the Sponsor, the Property
Trustee and the Debt Securities Trustee, subject to the satisfaction of the
conditions set forth in Clause (i) and (ii) of this Section 5.13(b).

      The Holders of at least a Majority in Liquidation Amount of the Preferred
Securities may, on behalf of the Holders of all the Preferred Securities, waive
any past default under the Indenture, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debt Securities Trustee) or a default
in respect of a covenant or provision which under the Indenture cannot be
modified or amended without the consent of the holder of each outstanding Junior
Subordinated Debentures. No such rescission shall affect any subsequent default
or impair any right consequent thereon.

      Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Preferred
Securities all or part of which is

                                       29


represented by Global Preferred Securities, a record date shall be established
for determining Holders of Outstanding Preferred Securities entitled to join in
such notice, which record date shall be at the close of business on the day the
Property Trustee receives such notice. The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to join in
such notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.13(b).

      (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Declaration of
Trust and the Indenture, upon the occurrence of a Debenture Event of Default,
any Holder of Preferred Securities shall have the right to institute a
proceeding directly against the Sponsor, pursuant to Section 5.01 of the
Indenture, for enforcement of payment to such Holder of the principal amount of
or interest on Junior Subordinated Debentures having an aggregate principal
amount equal to the aggregate Liquidation Amount of the Preferred Securities of
such Holder (a "Direct Action"). Except as set forth in Sections 5.13(b) and
5.13(c), the Holders of Preferred Securities shall have no right to exercise
directly any right or remedy available to the holders of, or in respect of, the
Junior Subordinated Debentures.

                                   ARTICLE VI

                        ACTS OF HOLDERS; MEETINGS; VOTING

      SECTION 6.1. Limitations on Holder's Voting Rights.

      (a) Except as provided in this Declaration of Trust and in the Indenture
and as otherwise required by law, no Holder of Preferred Securities shall have
any right to vote or in any manner otherwise control the administration,
operation and management of the Issuer Trust or the obligations of the parties
hereto, nor shall anything herein set forth or contained in the terms of the
Trust Securities Certificates be construed so as to constitute the Holders from
time to time as members of an association.

      (b) So long as any Junior Subordinated Debentures are held by the Property
Trustee on behalf of the Issuer Trust, the Property Trustee shall not (i) direct
the time, method and place of conducting any proceeding for any remedy available
to the Debt Securities Trustee, or executing any trust or power conferred on the
Property Trustee with respect to such Junior Subordinated Debentures, (ii) waive
any past default that may be waived under Section 5.10 of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Junior Subordinated Debentures shall be due and payable or (iv) consent to
any amendment,

                                       30


modification or termination of the Indenture or the Junior Subordinated
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities, provided, however, that where a
consent under the Indenture would require the consent of each Holder of Junior
Subordinated Debentures affected thereby, no such consent shall be given by the
Property Trustee without the prior written consent of each Holder of Preferred
Securities. The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of Preferred Securities, except
by a subsequent vote of the Holders of Preferred Securities. The Property
Trustee shall promptly notify all Holders of the Preferred Securities of any
notice of default received with respect to the Junior Subordinated Debentures.
In addition to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Property Trustee
shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced
in such matters to the effect that such action will not cause the Issuer Trust
to be taxable as a corporation, a partnership or any other arrangement other
than as a grantor trust for United States Federal income tax purposes.

      (c) If any proposed amendment to the Declaration of Trust provides for, or
the Issuer Trust otherwise proposes to effect, (i) any action that would
adversely affect in any material respect the interests, powers, preferences or
special rights of the Preferred Securities, whether by way of amendment to the
Declaration of Trust or otherwise, or (ii) the dissolution, winding-up or
termination of the Issuer Trust, other than pursuant to the terms of this
Declaration of Trust, then the Holders of Outstanding Preferred Securities as a
class will be entitled to vote on such amendment or proposal and such amendment
or proposal shall not be effective except with the approval of the Holders of at
least a Majority in Liquidation Amount of the Preferred Securities.

      SECTION 6.2. Notice of Meetings.

      Notice of all meetings of the Holders, stating the time, place and purpose
of the meeting, shall be given by the Property Trustee pursuant to Section 10.8
to each Holder of record, at his registered address, at least 15 days and not
more than 90 days before the meeting. At any such meeting, any business properly
before the meeting may be so considered whether or not stated in the notice of
the meeting. Any adjourned meeting may be held as adjourned without further
notice.

      SECTION 6.3. Meetings of Holders.

      No annual meeting of Holders is required to be held. The Property Trustee,
however, shall call a meeting of Holders to vote on any matter upon the written
request of the Holders of record of 25% of the aggregate Liquidation Amount of
the Preferred Securities and the Administrative Trustees or the Property Trustee
may, at any time in their discretion, call a meeting of Holders of Preferred
Securities to vote on any matters as to which Holders are entitled to vote.

      Holders of at least a Majority in Liquidation Amount of the Preferred
Securities, present in person or represented by proxy, shall constitute a quorum
at any meeting of Holders of the Preferred Securities.

                                       31


      If a quorum is present at a meeting, an affirmative vote by the Holders of
record present, in person or by proxy, holding Preferred Securities representing
at least a Majority in Liquidation Amount of the Preferred Securities held by
the Holders present, either in person or by proxy, at such meeting shall
constitute the action of the Holders of Preferred Securities, unless this
Declaration of Trust requires a greater number of affirmative votes.

      SECTION 6.4. Voting Rights.

      Holders shall be entitled to one vote for each $25 of Liquidation Amount
represented by their Outstanding Trust Securities in respect of any matter as to
which such Holders are entitled to vote.

      SECTION 6.5. Proxies, etc.

      At any meeting of Holders, any Holder entitled to vote thereat may vote by
proxy, provided that no proxy shall be voted at any meeting unless it shall have
been placed on file with the Property Trustee, or with such other officer or
agent of the Issuer Trust as the Property Trustee may direct, for verification
prior to the time at which such vote shall be taken. Pursuant to a resolution of
the Property Trustee, proxies may be solicited in the name of the Property
Trustee or one or more officers of the Property Trustee. Only Holders of record
shall be entitled to vote. When Trust Securities are held jointly by several
Persons, any one of them may vote at any meeting in person or by proxy in
respect of such Trust Securities, but if more than one of them shall be present
at such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Trust Securities. A proxy purporting to be executed by or on
behalf of a Holder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

      SECTION 6.6. Holder Action by Written Consent.

      Any action which may be taken by Holders at a meeting may be taken without
a meeting and without prior notice if Holders holding at least a Majority in
Liquidation Amount of all Trust Securities entitled to vote in respect of such
action (or such larger proportion thereof as shall be required by any other
provision of this Declaration of Trust) shall consent to the action in writing.

      SECTION 6.7. Record Date for Voting and Other Purposes.

      For the purposes of determining the Holders who are entitled to notice of
and to vote at any meeting or by written consent, or to participate in any
distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Declaration of Trust, or for the purpose of any
other action, the Administrative Trustees or Property Trustee may from time to
time fix a date, not more than 90 days prior to the date of any meeting of
Holders or the payment of a distribution or other action, as the case may be, as
a record date for the determination of the identity of the Holders of record for
such purposes.

                                       32


      SECTION 6.8. Acts of Holders.

      Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Declaration of Trust to be given,
made or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as otherwise expressly
provided herein, such action shall become effective when such instrument or
instruments are delivered to the Property Trustee. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this
Declaration of Trust and (subject to Section 8.1) conclusive in favor of the
Issuer Trustees, if made in the manner provided in this Section.

      The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Issuer Trustee or Administrative Trustee receiving the
same deems sufficient.

      The ownership of Trust Securities shall be proved by the Securities
Register.

      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Trust Security shall bind every future Holder of
the same Trust Security and the Holder of every Trust Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Issuer Trustees,
the Administrative Trustees or the Issuer Trust in reliance thereon, whether or
not notation of such action is made upon such Trust Security.

      Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

      If any dispute shall arise among the Holders, the Administrative Trustees
or the Issuer Trustees with respect to the authenticity, validity or binding
nature of any request, demand, authorization, direction, consent, waiver or
other Act of such Holder or Issuer Trustee under this Article VI, then the
determination of such matter by the Property Trustee shall be conclusive with
respect to such matter.

                                       33


      SECTION 6.9. Inspection of Records.

      Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Issuer Trust shall be open to inspection by Holders
during normal business hours for any purpose reasonably related to such Holder's
interest as a Holder.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

      SECTION 7.1. Representations and Warranties of the Property Trustee and
the Delaware Trustee.

      The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the Sponsor
and the Holders that:

      (a) The Property Trustee is a banking corporation with trust powers, duly
organized, validly existing and in good standing under the laws of Delaware,
with trust power and authority to execute and deliver, and to carry out and
perform its obligations under the terms of this Declaration of Trust.

      (b) The execution, delivery and performance by the Property Trustee of
this Declaration of Trust have been duly authorized by all necessary corporate
action on the part of the Property Trustee; and this Declaration of Trust has
been duly executed and delivered by the Property Trustee, and constitutes a
legal, valid and binding obligation of the Property Trustee, enforceable against
it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors' rights generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law).

      (c) The Delaware Trustee is duly organized, validly existing and in good
standing as a banking corporation under the laws of the State of Delaware, with
trust power and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, the Declaration of Trust.

      (d) The execution, delivery and performance by the Delaware Trustee of
this Declaration of Trust have been duly authorized by all necessary corporate
action on the part of the Delaware Trustee; and this Declaration of Trust has
been duly executed and delivered by the Delaware Trustee, and constitutes a
legal, valid and binding obligation of the Delaware Trustee, enforceable against
it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors' right generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law).

      (e) The Delaware Trustee is an entity which has its principal place of
business in the State of Delaware.

                                       34


      (f) The Property Trustee is a national- or state-chartered bank and has
capital and surplus of at least $50,000,000.

      SECTION 7.2. Representations and Warranties of Sponsor.

      The Sponsor hereby represents and warrants for the benefit of the Holders
that:

      (a) the Trust Securities Certificates issued at the Closing Date on behalf
of the Issuer Trust have been duly authorized and will have been duly and
validly executed, issued and delivered by the Issuer Trustees pursuant to the
terms and provisions of, and in accordance with the requirements of, this
Declaration of Trust, and the Holders will be, as of each such date, entitled to
the benefits of this Declaration of Trust; and

      (b) there are no taxes, fees or other governmental charges payable by the
Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the
laws of the State of Delaware or any political subdivision thereof in connection
with the execution, delivery and performance by either the Property Trustee or
the Delaware Trustee, as the case may be, of this Declaration of Trust.

                                  ARTICLE VIII

                THE ISSUER TRUSTEES; THE ADMINISTRATIVE TRUSTEES

      SECTION 8.1. Certain Duties and Responsibilities.

      (a) The duties and responsibilities of the Issuer Trustees and the
Administrative Trustees shall be as provided by this Declaration of Trust and,
in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding
the foregoing, no provision of this Declaration of Trust shall require the
Issuer Trustees or the Administrative Trustees to expend or risk their own funds
or otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this
Declaration of Trust relating to the conduct or affecting the liability of or
affording protection to the Issuer Trustees or the Administrative Trustees shall
be subject to the provisions of this Section. Nothing in this Declaration of
Trust shall be construed to release an Administrative Trustee from liability for
its own grossly negligent action, its own grossly negligent failure to act, or
its own willful misconduct. To the extent that, at law or in equity, an Issuer
Trustee or Administrative Trustee has duties and liabilities relating to the
Issuer Trust or to the Holders, such Issuer Trustee or Administrative Trustee
shall not be liable to the Issuer Trust or to any Holder for such Issuer
Trustee's or Administrative Trustee's good faith reliance on the provisions of
this Declaration of Trust. The provisions of this Declaration of Trust, to the
extent that they restrict the duties and liabilities of the Issuer Trustees and
Administrative Trustees otherwise existing at law or in equity, are agreed by
the Sponsor and the Holders to replace such other duties and liabilities of the
Issuer Trustees and Administrative Trustees.

      (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and

                                       35


only to the extent that there shall be sufficient revenue or proceeds from the
Trust Property to enable the Property Trustee or a Paying Agent to make payments
in accordance with the terms hereof. Each Holder, by its acceptance of a Trust
Security, agrees that it will look solely to the revenue and proceeds from the
Trust Property to the extent legally available for distribution to it as herein
provided and that neither the Issuer Trustees nor the Administrative Trustees
are personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 8.1(b) does not limit the liability of the Issuer Trustees expressly set
forth elsewhere in this Declaration of Trust or, in the case of the Property
Trustee, in the Trust Indenture Act.

      (c) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Declaration of Trust (including pursuant to Section 10.10), and no implied
covenants shall be read into this Declaration of Trust against the Property
Trustee. If an Event of Default has occurred (that has not been cured or waived
pursuant to Article V of the Indenture), the Property Trustee shall enforce this
Declaration of Trust for the benefit of the Holders and shall exercise such of
the rights and powers vested in it by this Declaration of Trust, and use the
same degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

      (d) No provision of this Declaration of Trust shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

            (i) prior to the occurrence of any Event of Default and after the
      curing or waiving of all such Events of Default that may have occurred:

                  (A) the duties and obligations of the Property Trustee shall
            be determined solely by the express provisions of this Declaration
            of Trust (including pursuant to Section 10.10), and the Property
            Trustee shall not be liable except for the performance of such
            duties and obligations as are specifically set forth in this
            Declaration of Trust (including pursuant to Section 10.10); and

                  (B) in the absence of bad faith on the part of the Property
            Trustee, the Property Trustee may conclusively rely, as to the truth
            of the statements and the correctness of the opinions expressed
            therein, upon any certificates or opinions furnished to the Property
            Trustee and conforming to the requirements of this Declaration of
            Trust; but in the case of any such certificates or opinions that by
            any provision hereof or of the Trust Indenture Act are specifically
            required to be furnished to the Property Trustee, the Property
            Trustee shall be under a duty to examine the same to determine
            whether or not they conform to the requirements of this Declaration
            of Trust;

            (ii) the Property Trustee shall not be liable for any error of
      judgment made in good faith by an authorized officer of the Property
      Trustee, unless it shall be proved that the Property Trustee was negligent
      in ascertaining the pertinent facts;

                                       36


            (iii) the Property Trustee shall not be liable with respect to any
      action taken or omitted to be taken by it in good faith in accordance with
      the direction of the Holders of at least a Majority in Liquidation Amount
      of the Preferred Securities relating to the time, method and place of
      conducting any proceeding for any remedy available to the Property
      Trustee, or exercising any trust or power conferred upon the Property
      Trustee under this Declaration of Trust;

            (iv) the Property Trustee's sole duty with respect to the custody,
      safe keeping and physical preservation of the Junior Subordinated
      Debentures and the Payment Account shall be to deal with such property in
      a similar manner as the Property Trustee deals with similar property for
      its own account, subject to the protections and limitations on liability
      afforded to the Property Trustee under this Declaration of Trust and the
      Trust Indenture Act;

            (v) the Property Trustee shall not be liable for any interest on any
      money received by it except as it may otherwise agree with the Sponsor;
      and money held by the Property Trustee need not be segregated from other
      funds held by it except in relation to the Payment Account maintained by
      the Property Trustee pursuant to Section 3.1 and except to the extent
      otherwise required by law;

            (vi) the Property Trustee shall not be responsible for monitoring
      the compliance by the Administrative Trustees or the Sponsor with their
      respective duties under this Declaration of Trust, nor shall the Property
      Trustee be liable for the default or misconduct of any other Issuer
      Trustee, the Administrative Trustees or the Sponsor; and

            (vii) no provision of this Declaration of Trust shall require the
      Property Trustee to expend or risk its own funds or otherwise incur
      personal financial liability in the performance of any of its duties or in
      the exercise of any of its rights or powers, if the Property Trustee shall
      have reasonable grounds for believing that the repayment of such funds or
      liability is not reasonably assured to it under the terms of this
      Declaration of Trust or adequate indemnity against such risk or liability
      is not reasonably assured to it.

      (e) The Administrative Trustees shall not be responsible for monitoring
the compliance by the Issuer Trustees or the Sponsor with their respective
duties under this Declaration of Trust, nor shall either Administrative Trustee
be liable for the default or misconduct of any other Administrative Trustee, the
Issuer Trustees or the Sponsor.

      SECTION 8.2. Certain Notices.

      Within ten (10) Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.8, notice of such Event of Default to the Holders and the Administrative
Trustees, unless such Event of Default shall have been cured or waived.

      Within ten (10) Business Days after the receipt of notice of the Sponsor's
exercise of its right to defer the payment of interest on the Junior
Subordinated Debentures pursuant to the Indenture, the Property Trustee shall
transmit, in the manner and to the extent provided in

                                       37


Section 10.8, notice of such exercise to the Holders and the Administrative
Trustees, unless such exercise shall have been revoked.

      Within one (1) Business Day after the receipt of notice of (a) an "event
of default" (as such term is defined in the 2005 Junior Subordinated Debenture)
or (b) the Existing Junior Subordinated Debentures are accelerated pursuant to
the terms of the 2005 Junior Subordinated Indenture, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 10.8, notice of
such event of default or acceleration to the Holders and the Administrative
Trustees.

      SECTION 8.3. Certain Rights of Property Trustee.

      Subject to the provisions of Section 8.1:

      (a) the Property Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting in good faith upon any resolution,
Opinion of Counsel, certificate, written representation of a Holder or
transferee, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

      (b) any direction or act of the Sponsor contemplated by this Declaration
of Trust shall be sufficiently evidenced by an Officer's Certificate;

      (c) the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
re-recording, refiling or registration thereof;

      (d) the Property Trustee may consult with counsel of its own choosing
(which counsel may be counsel to the Sponsor or any of its Affiliates, and may
include any of its employees) and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice; the Property Trustee shall have the right at any
time to seek instructions concerning the administration of this Declaration of
Trust from any court of competent jurisdiction;

      (e) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Declaration of Trust at the request or
direction of any of the Holders pursuant to this Declaration of Trust, unless
such Holders shall have offered to the Property Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction; provided, that
nothing contained in this Section 8.3(e) shall be taken to relieve the Property
Trustee, upon the occurrence of an Event of Default, of its obligation to
exercise the rights and powers vested in it by this Declaration of Trust;

      (f) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or

                                       38


other paper or document, unless requested in writing to do so by one or more
Holders, but the Property Trustee may make such further inquiry or investigation
into such facts or matters as it may see fit;

      (g) the Property Trustee may execute any of the trusts or powers hereunder
or perform any of its duties hereunder either directly or by or through its
agents or attorneys, provided that the Property Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;

      (h) whenever in the administration of this Declaration of Trust the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders (which instructions may
only be given by the Holders of the same proportion in Liquidation Amount of the
Trust Securities as would be entitled to direct the Property Trustee under the
terms of the Trust Securities in respect of such remedy, right or action), (ii)
may refrain from enforcing such remedy or right or taking such other action
until such instructions are received, and (iii) shall be fully protected in
acting in accordance with such instructions;

      (i) except as otherwise expressly provided by this Declaration of Trust,
the Property Trustee shall not be under any obligation to take any action that
is discretionary under the provisions of this Declaration of Trust. No provision
of this Declaration of Trust shall be deemed to impose any duty or obligation on
any Issuer Trustee or Administrative Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to any Issuer Trustee or
Administrative Trustee shall be construed to be a duty;

      (j) if (i) in performing its duties under this Declaration of Trust the
Property Trustee is required to decide between alternative courses of action or
(ii) in construing any of the provisions of this Declaration of Trust the
Property Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein or (iii) the Property Trustee is unsure of the
application of any provision of this Declaration of Trust, then, except as to
any matter as to which the Holders are entitled to vote under the terms of this
Declaration of Trust, the Property Trustee shall deliver a notice to the Sponsor
requesting written instructions of the Sponsor as to the course of action to be
taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Sponsor; provided, however, that if the Property
Trustee does not receive such instructions of the Sponsor within ten Business
Days after it has delivered such notice, or such reasonably shorter period of
time set forth in such notice (which to the extent practicable shall not be less
than two Business Days), it may, but shall be under no duty to, take or refrain
from taking such action not inconsistent with this Declaration of Trust as it
shall deem advisable and in the best interests of the Holders, in which event
the Property Trustee shall have no liability except for its own bad faith,
negligence or willful misconduct;

      (k) whenever in the administration of this Declaration of Trust, the
Property Trustee shall deem it desirable that a matter be established before
undertaking, suffering or omitting any

                                       39


action hereunder, the Property Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its part, request
and conclusively rely upon an Officer's Certificate which, upon receipt of such
request, shall be promptly delivered by the Sponsor or the Administrative
Trustee;

      (l) when the Property Trustee incurs expenses or renders services in
connection with a Bankruptcy Event, such expenses (including the fees and
expenses of its counsel) and the compensation for such services are intended to
constitute expenses of administration under any bankruptcy law or law relating
to creditors' rights generally; and

      (m) the Property Trustee shall not be charged with knowledge of an Event
of Default unless such Event of Default has occurred as a result of the act or
failure to act of the Property Trustee, a Responsible Officer of the Property
Trustee obtains actual knowledge of such event or the Property Trustee receives
written notice of such event from Holders of at least 25% of the Outstanding
Trust Securities (based upon Liquidation Amount).

      SECTION 8.4. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Issuer Trust, and the Issuer Trustees
and the Administrative Trustees do not assume any responsibility for their
correctness. The Issuer Trustees and the Administrative Trustees shall not be
accountable for the use or application by the Sponsor of the proceeds of the
Junior Subordinated Debentures.

      SECTION 8.5. May Hold Securities.

      The Administrative Trustees, any Issuer Trustee or any other agent of any
Issuer Trustee or the Issuer Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and
8.13, and except as provided in the definition of the term "Outstanding" in
Article I, may otherwise deal with the Issuer Trust with the same rights it
would have if it were not an Administrative Trustee, Issuer Trustee or such
other agent.

      SECTION 8.6. Compensation; Indemnity; Fees.

      The Sponsor, as borrower, agrees:

      (a) to pay to the Issuer Trustees from time to time such reasonable
compensation for all services rendered by them hereunder as the parties shall
agree from time to time (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

      (b) to reimburse the Issuer Trustees upon request for all reasonable
expenses, disbursements and advances incurred or made by the Issuer Trustees in
accordance with any provision of this Declaration of Trust (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to their negligence or willful misconduct; and

                                       40


      (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Issuer Trustee, (ii) each Administrative Trustee, (iii)
any Affiliate of any Issuer Trustee, (iv) any officer, director, shareholder,
employee, representative or agent of any Issuer Trustee, and (v) any employee or
agent of the Issuer Trust (referred to herein as an "Indemnified Person") from
and against any loss, damage, liability, tax, penalty, expense or claim of any
kind or nature whatsoever incurred by such Indemnified Person arising out of or
in connection with the creation, operation or dissolution of the Issuer Trust or
any act or omission performed or omitted by such Indemnified Person in good
faith on behalf of the Issuer Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Declaration of Trust, except that no Indemnified
Person (other than an Administrative Trustee) shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of negligence or willful misconduct with respect to such acts
or omissions, and further provided that no Administrative Trustee shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
such Administrative Trustee by reason of gross negligence or willful misconduct
with respect to such acts or omissions.

      The provisions of this Section 8.6 shall survive the termination of this
Declaration of Trust or the earlier resignation or removal of any Issuer
Trustee.

      No Issuer Trustee may claim any lien or charge on any Trust Property as a
result of any amount due pursuant to this Section 8.6.

      The Sponsor, any Administrative Trustee and any Issuer Trustee (subject to
Section 8.8) may engage in or possess an interest in other business ventures of
any nature or description, independently or with others, similar or dissimilar
to the business of the Issuer Trust, and the Issuer Trust and the Holders of
Trust Securities shall have no rights by virtue of this Declaration of Trust in
and to such independent ventures or the income or profits derived therefrom, and
the pursuit of any such venture, even if competitive with the business of the
Issuer Trust, shall not be deemed wrongful or improper. Neither the Sponsor, any
Administrative Trustee, nor any Issuer Trustee shall be obligated to present any
particular investment or other opportunity to the Issuer Trust even if such
opportunity is of a character that, if presented to the Issuer Trust, could be
taken by the Issuer Trust, and the Sponsor, any Administrative Trustee or any
Issuer Trustee shall have the right to take for its own account (individually or
as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Issuer Trustee may engage or be interested
in any financial or other transaction with the Sponsor or any Affiliate of the
Sponsor, or may act as depository for, trustee or agent for, or act on any
committee or body of holders of, securities or other obligations of the Sponsor
or its Affiliates.

      In the event that the Property Trustee is also acting as Paying Agent or
Securities Registrar hereunder, the rights and protections afforded to the
Property Trustee pursuant to this Article VIII shall also be afforded to such
Paying Agent or Securities Registrar.

                                       41


      SECTION 8.7. Corporate Property Trustee Required; Eligibility of Trustees
and Administrative Trustees.

      (a) There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is a
national- or state-chartered bank and eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Property Trustee with respect to the Trust Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

      (b) There shall at all times be one or more Administrative Trustees
hereunder. Each Administrative Trustee shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
persons authorized to bind that entity. An employee, officer or Affiliate of the
Sponsor may serve as an Administrative Trustee.

      (c) There shall at all times be a Delaware Trustee. The Delaware Trustee
shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware or (ii) a legal entity with its principal
place of business in the State of Delaware and that otherwise meets the
requirements of applicable Delaware law that shall act through one or more
persons authorized to bind such entity.

      SECTION 8.8. Conflicting Interests.

      (a) If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Declaration
of Trust.

      (b) The Guarantee Agreement and the Indenture shall be deemed to be
sufficiently described in this Declaration of Trust for the purposes of clause
(i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

      SECTION 8.9. Co-Trustees and Separate Trustee.

      Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Property Trustee shall have power to appoint, and
upon the written request of the Property Trustee, the Sponsor and the
Administrative Trustees shall for such purpose join with the Property Trustee in
the execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-trustee, jointly with the Property Trustee, of all
or any part of such Trust Property, or to the extent required by law to act as
separate trustee of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or Persons
in the

                                       42


capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section. Any co-trustee or
separate trustee appointed pursuant to this Section shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the United
States that shall act through one or more persons authorized to bind such
entity.

      Should any written instrument from the Sponsor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Sponsor.

      Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

      (a) The Trust Securities shall be executed by one or more Administrative
Trustees, and the Preferred Securities shall be authenticated by the manual
signature of the Property Trustee and delivered and all rights, powers, duties,
and obligations hereunder in respect of the custody of securities, cash and
other personal property held by, or required to be deposited or pledged with,
the Property Trustees specified hereunder, shall be exercised, solely by the
Property Trustee and not by such co-trustee or separate trustee.

      (b) The rights, powers, duties, and obligations hereby conferred or
imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by the
Property Trustee and such co-trustee or separate trustee jointly, as shall be
provided in the instrument appointing such co-trustee or separate trustee,
except to the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Property Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee.

      (c) The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Sponsor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, in case a Debenture Default has occurred and is continuing, the Property
Trustee shall have power to accept the resignation of, or remove, any such
co-trustee or separate trustee without the concurrence of the Sponsor. Upon the
written request of the Property Trustee, the Sponsor shall join with the
Property Trustee in the execution, delivery and performance of all instruments
and agreements necessary or proper to effectuate such resignation or removal. A
successor to any co-trustee or separate trustee so resigned or removed may be
appointed in the manner provided in this Section.

      (d) No co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee or any other trustee
hereunder.

      (e) The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee or any employees or agents of a co-trustee and
separate trustee nor shall it be liable for the supervision of a co-trustee or
separate trustee or employees or agents of a co-trustee and separate trustee.

                                       43


      (f) Any Act of Holders delivered to the Property Trustee shall be deemed
to have been delivered to each such co-trustee and separate trustee.

      SECTION 8.10. Resignation and Removal; Appointment of Successor.

      No resignation or removal of any Issuer Trustee (the "Relevant Trustee")
and no appointment of a successor Issuer Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Issuer
Trustee in accordance with the applicable requirements of Section 8.11 and, in
the case of the Delaware Trustee, the filing of an amendment to the Certificate
of Trust in accordance with the Delaware Statutory Trust Act.

      Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Issuer Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 60 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at
the expense of the Issuer Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

      Unless a Debenture Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee may be removed at any time by an Act of
the Holders of a Majority in Liquidation Amount of the Common Securities. The
Property Trustee or the Delaware Trustee may be removed at any time by Act of
the Holders of at least a Majority in Liquidation Amount of the Preferred
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Issuer Trust) (i) for cause, or (ii) if a Debenture Default shall
have occurred and be continuing at any time. If the instrument of such removal
shall not have been delivered to the Relevant Trustee within 60 days after such
Act, the Relevant Trustee may petition, at the expense of the Issuer Trust, any
court of competent jurisdiction for appointment of a successor Relevant Trustee.

      If any Issuer Trustee shall resign, be removed or become incapable of
continuing as a trustee at a time when no Debenture Default has occurred and is
continuing, the Holders of the Common Securities, by an Act of the Holders of a
Majority in Liquidation Amount of the Common Securities delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee,
and the retiring Relevant Trustee shall comply with the applicable requirements
of Section 8.11. If any Issuer Trustee shall resign, be removed or become
incapable of continuing as a trustee at a time when a Debenture Default has
occurred and is continuing, the Holders of Preferred Securities, by an Act of
the Holders of a Majority in Liquidation Amount of the Preferred Securities then
Outstanding delivered to the retiring Relevant Trustee shall promptly appoint a
successor Relevant Trustee, and the retiring Relevant Trustee shall comply with
the applicable requirements of Section 8.11. If no successor Relevant Trustee
shall have been so appointed in accordance with this Section 8.10 and accepted
appointment in the manner required by Section 8.11, any Holder, on behalf of
himself and all others similarly situated, or any other Issuer Trustee, may
petition any court of competent jurisdiction for the appointment of a successor
Relevant Trustee.

      The Property Trustee shall give notice of each resignation and each
removal of an Issuer Trustee and each appointment of a successor Issuer Trustee
to all Holders in the manner

                                       44


provided in Section 10.8 and shall give notice to the Sponsor and to the
Administrative Trustees. Each notice shall include the name of the successor
Relevant Trustee and the address of its Corporate Trust Office if it is the
Property Trustee.

      Notwithstanding the foregoing or any other provision of this Declaration
of Trust, in the event any Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Holders of the Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by the Property Trustee following the procedures regarding expenses
and charges set forth above (with the successor in each case being a Person who
satisfies the eligibility requirements for Delaware Trustee set forth in Section
8.7).

      SECTION 8.11. Acceptance of Appointment by Successor.

      In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee (if requested by the Sponsor) and each such successor
Relevant Trustee with respect to the Trust Securities shall execute, acknowledge
and deliver an amendment hereto wherein each successor Relevant Trustee shall
accept such appointment and which (a) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Relevant Trustee all the rights, powers, trusts and duties of the
retiring Relevant Trustee with respect to the Trust Securities and the Issuer
Trust, and (b) shall add to or change any of the provisions of this Declaration
of Trust as shall be necessary to provide for or facilitate the administration
of the Issuer Trust by more than one Relevant Trustee and upon the execution and
delivery of such amendment the resignation or removal of the retiring Relevant
Trustee shall become effective to the extent provided therein and each such
successor Relevant Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Relevant Trustee; but, on request of the Issuer Trust or any successor Relevant
Trustee such retiring Relevant Trustee shall, upon payment of its charges, duly
assign, transfer and deliver to such successor Relevant Trustee all Trust
Property, all proceeds thereof and money held by such retiring Relevant Trustee
hereunder with respect to the Trust Securities and the Issuer Trust.

      Upon request of any such successor Relevant Trustee, the Issuer Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the first or second preceding paragraph, as the case may
be.

      No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

      SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which an Issuer Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Issuer Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business
of such Issuer Trustee, shall be the successor of such Issuer Trustee hereunder,
provided that such Person shall be otherwise qualified and eligible under this
Article,

                                       45


without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

      SECTION 8.13. Preferential Collection of Claims Against Sponsor or Issuer
Trust.

      If and when the Property Trustee shall be or become a creditor of the
Sponsor (or any other obligor upon the Trust Securities), the Property Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Sponsor (or any such other obligor) as is
required by the Trust Indenture Act.

      SECTION 8.14. Trustee May File Proofs of Claim.

      In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Issuer Trust or any other obligor upon the Trust
Securities or the property of the Issuer Trust or of such other obligor, the
Property Trustee (irrespective of whether any Distributions on the Trust
Securities shall then be due and payable and irrespective of whether the
Property Trustee shall have made any demand on the Issuer Trust for the payment
of any past due Distributions) shall be entitled and empowered, to the fullest
extent permitted by law, by intervention in such proceeding or otherwise:

      (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Property Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Property Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

      (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

      Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

      SECTION 8.15. Reports by Property Trustee.

      (a) Not later than May 15 of each year commencing with May 15, 2007, the
Property Trustee shall provide to the Holders of the Trust Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form, in the manner and at the times

                                       46


provided by Section 313 of the Trust Indenture Act. The Property Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

      (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with the Sponsor.

      SECTION 8.16. Reports to the Property Trustee.

      Each of the Sponsor and the Administrative Trustees on behalf of the
Issuer Trust shall provide to the Property Trustee, the Commission and the
Holders of the Trust Securities, as applicable, such documents, reports and
information as required by Section 314(a)(1) - (3) (if any) of the Trust
Indenture Act and the compliance certificates required by Section 314(a)(4) and
(c) of the Trust Indenture Act (provided that any certificate to be provided
pursuant to Section 314(a)(4) of the Trust Indenture Act shall be provided
within 120 days of the end of each fiscal year of the Issuer Trust).

      SECTION 8.17. Evidence of Compliance with Conditions Precedent.

      Each of the Sponsor and the Administrative Trustees on behalf of the
Issuer Trust shall provide to the Property Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Declaration of Trust
which relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given pursuant to
Section 314(c) shall comply with Section 314(e) of the Trust Indenture Act.

      SECTION 8.18. Number of Issuer Trustees.

      (a) The number of Issuer Trustees shall be two. The Property Trustee and
the Delaware Trustee may be the same Person, in which case the number of Issuer
Trustees may be one.

      (b) If an Issuer Trustee ceases to hold office for any reason, a vacancy
shall occur. The vacancy shall be filled with an Issuer Trustee appointed in
accordance with Section 8.10.

      (c) The death, resignation, retirement, removal, bankruptcy, dissolution,
termination, incompetence or incapacity to perform the duties of an Issuer
Trustee shall not operate to dissolve, terminate or annul the Issuer Trust or
terminate this Declaration of Trust.

      SECTION 8.19. Delegation of Power.

      (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.7(a) or making any governmental filing; and

      (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number the doing of such things and the execution of such
instruments either in the name of the Issuer Trust or the names of the
Administrative Trustees or otherwise as the Administrative Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of this Declaration of Trust.

                                       47


      SECTION 8.20. Appointment of Administrative Trustees.

      (a) The number of Administrative Trustees shall be such number as shall be
fixed from time to time by the Holders of a Majority in Liquidation Amount of
the Common Securities. The Administrative Trustees shall be appointed by the
Holders of a Majority in Liquidation Amount of the Common Securities and may be
removed by the Holders of a Majority in Liquidation Amount of the Common
Securities or may resign at any time. Upon any resignation or removal, the
Sponsor shall appoint a successor Administrative Trustee. Each Administrative
Trustee shall execute this Declaration of Trust thereby agreeing to comply with,
and be legally bound by, all of the terms, conditions and provisions of this
Declaration of Trust. If at any time there is no Administrative Trustee, the
Property Trustee or any Holder who has been a Holder of Trust Securities for at
least six months may petition any court of competent jurisdiction for the
appointment of one or more Administrative Trustees.

      (b) Whenever a vacancy in the number of Administrative Trustees shall
occur, until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with this Section 8.20, the Administrative Trustees in
office, regardless of their number (and notwithstanding any other provision of
this Declaration of Trust), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration of Trust.

      (c) Notwithstanding the foregoing, or any other provision of this
Declaration of Trust, in the event any Administrative Trustee who is a natural
person dies or becomes, in the opinion of the Holders of a Majority in
Liquidation Amount of the Common Securities, incompetent, or incapacitated, the
vacancy created by such death, incompetence or incapacity may be filled by the
remaining Administrative Trustees, if there were at least two of them prior to
such vacancy, and by the Sponsor, if there were not two such Administrative
Trustees immediately prior to such vacancy (with the successor in each case
being a Person who satisfies the eligibility requirement for Administrative
Trustees set forth in Section 8.7).

                                   ARTICLE IX

                       DISSOLUTION, LIQUIDATION AND MERGER

      SECTION 9.1. Dissolution Upon Expiration Date.

      Unless earlier dissolved, the Issuer Trust shall automatically dissolve on
June ___, 2041 (the "Expiration Date"), and thereafter the Trust Property shall
be distributed in accordance with Section 9.4.

      SECTION 9.2. Early Termination.

      The first to occur of any of the following events is an "Early Termination
Event" and the occurrence of which shall cause the dissolution of the Issuer
Trust:

      (a) the occurrence of the appointment of a receiver or other similar
official in any liquidation, insolvency or similar proceeding with respect to
the Sponsor or all or substantially all of its property, or a court or other
governmental agency shall enter a decree or order and such

                                       48


decree or order shall remain unstayed and undischarged for a period of 60 days,
unless the Sponsor shall transfer the Common Securities as provided by Section
5.11, in which case this provision shall refer instead to any such successor
Holder of the Common Securities;

      (b) the written direction to the Property Trustee from the Holder of the
Common Securities at any time to dissolve the Issuer Trust and to distribute a
Like Amount of the Junior Subordinated Debentures to Holders in exchange for the
Preferred Securities (which direction, subject to Section 9.4(a) and to
obtaining any required regulatory approval, is optional and wholly within the
discretion of the Holders of the Common Securities);

      (c) the redemption of all of the Preferred Securities in connection with
the redemption of all the Junior Subordinated Debentures or the maturity of the
Junior Subordinated Debentures; and

      (d) the entry of an order for dissolution of the Issuer Trust by a court
of competent jurisdiction.

      SECTION 9.3. Termination.

      As soon as is practicable after the occurrence of an event referred to in
Section 9.1 or 9.2, and upon the completion of the winding up and liquidation of
the Issuer Trust, the Administrative Trustees or the Issuer Trustees (each of
whom is hereby authorized to take such action) shall file a certificate of
cancellation with the Secretary of State of the State of Delaware terminating
the Trust and, upon such filing, the respective obligations and responsibilities
of the Issuer Trustees, the Administrative Trustees and the Issuer Trust shall
terminate.

      SECTION 9.4. Liquidation.

      (a) If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be wound
up and liquidated by the Property Trustee as expeditiously as the Property
Trustee determines to be possible by distributing, after paying or making
reasonable provision to pay all claims and obligations of the Issuer Trust in
accordance with Section 3808(e) of the Delaware Statutory Trust Act, to each
Holder an amount equal to the Liquidation Amount per Trust Security owned by
such Holder plus accumulated and unpaid Distributions to but excluding the date
of payment, which may be paid in a Like Amount of Junior Subordinated
Debentures, subject to Section 9.4(d). Notice of liquidation shall be given by
the Property Trustee by first-class mail, postage prepaid, mailed not later than
15 nor more than 45 days prior to the Liquidation Date to each Holder of Trust
Securities at such Holder's address appearing in the Securities Register. All
notices of liquidation shall:

            (i) state the Liquidation Date;

            (ii) state that, from and after the Liquidation Date, the Trust
      Securities will no longer be deemed to be Outstanding and any Trust
      Securities Certificates not surrendered for exchange will be deemed to
      represent a Like Amount of Junior Subordinated Debentures; and

                                       49


            (iii) provide such information with respect to the mechanics by
      which Holders may exchange Trust Securities Certificates for Junior
      Subordinated Debentures, or if Section 9.4(d) applies, receive a
      Liquidation Distribution, as the Administrative Trustees or the Property
      Trustee shall deem appropriate.

      (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Issuer Trust and distribution of the Junior Subordinated
Debentures to Holders, the Property Trustee shall establish a record date for
such distribution (which shall be not more than 30 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Junior Subordinated Debentures in
exchange for the Outstanding Trust Securities Certificates.

      (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Preferred Securities and Common Securities will no longer be
deemed to be Outstanding, (ii) the Clearing Agency for the Preferred Securities
or its nominee, as the registered holder of the Global Preferred Securities
Certificate, shall receive a registered global certificate or certificates
representing the Junior Subordinated Debentures to be delivered upon such
distribution with respect to Preferred Securities held by the Clearing Agency or
its nominee, and, (iii) any Preferred Securities Certificates not held by the
Clearing Agency for the Preferred Securities or its nominee as specified in
clause (ii) above will be deemed to represent Junior Subordinated Debentures
having a principal amount equal to the stated Liquidation Amount of the
Preferred Securities represented thereby and bearing accrued and unpaid interest
in an amount equal to the accumulated and unpaid Distributions on such Preferred
Securities until such certificates are presented to the Securities Registrar for
transfer or reissuance.

      (d) If, notwithstanding the other provisions of this Section 9.4, whether
because of an order for dissolution entered by a court of competent jurisdiction
or otherwise, distribution of the Junior Subordinated Debentures is not
practical, or if any Early Termination Event specified in clause (c) of Section
9.2 occurs, the Issuer Trust shall be dissolved and wound up and the Trust
Property shall be liquidated by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution of
the Issuer Trust, unless the Trust Securities have been redeemed or are to be
redeemed on such date pursuant to Article IV, Holders will be entitled to
receive out of the assets of the Issuer Trust available for distribution to
Holders, after paying or making reasonable provision to pay all claims and
obligations of the Issuer Trust in accordance with Section 3808(e) of the
Delaware Statutory Trust Act, an amount in cash equal to the aggregate of
Liquidation Amount per Trust Security plus accumulated and unpaid Distributions
thereon to but excluding the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such dissolution, the Liquidation Distribution can
be paid only in part because the Issuer Trust has insufficient assets available
to pay in full the aggregate Liquidation Distribution, then, subject to the next
succeeding sentence, the amounts payable by the Issuer Trust on the Trust
Securities shall be paid on a pro rata basis (based upon Liquidation Amounts).
The Holders of the Common Securities will be entitled to receive Liquidation
Distributions upon any such dissolution pro rata (determined as aforesaid) with
Holders of Preferred Securities, except that, if a Debenture Default has
occurred and is continuing, the Preferred Securities shall have a priority over
the Common Securities as provided in Section 4.3.

                                       50


      SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of the
Issuer Trust.

      The Issuer Trust may not merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any entity, except pursuant to this Section 9.5
or Section 9.4. At the request of the Holders of the Common Securities, and with
the consent of the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities, the Issuer Trust may merge with or into, consolidate,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any State; provided, however, that (i) such successor entity either (a)
expressly assumes all of the obligations of the Issuer Trust with respect to the
Preferred Securities or (b) substitutes for the Preferred Securities other
securities having substantially the same terms as the Preferred Securities (the
"Successor Securities") so long as the Successor Securities have the same
priority as the Preferred Securities with respect to distributions and payments
upon liquidation, redemption and otherwise, (ii) a trustee of such successor
entity possessing the same powers and duties as the Property Trustee is
appointed to hold the Junior Subordinated Debentures, (iii) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
cause the Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization in the
event the Preferred Securities are then rated, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect, (v)
such successor entity has a purpose substantially identical to that of the
Issuer Trust, (vi) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Issuer Trustee has received an
Opinion of Counsel from independent counsel experienced in such matters to the
effect that (a) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect, and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Issuer Trust nor such successor entity will be required to register as an
"investment company" under the Investment Company Act and (vii) the Sponsor or
any permitted transferee to whom it has transferred the Common Securities
hereunder own all of the common securities of such successor entity and
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee Agreement.
Notwithstanding the foregoing, the Issuer Trust shall not, except with the
consent of Holders of 100% in Liquidation Amount of the Preferred Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Issuer Trust or the successor
entity to be taxable as a corporation, a partnership or any other arrangement
other than as a grantor trust for United States Federal income tax purposes.

                                       51


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      SECTION 10.1. Limitation of Rights of Holders.

      Except as set forth in Section 9.2, the death, incapacity, dissolution,
termination or bankruptcy of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Declaration
of Trust, nor dissolve or terminate the Issuer Trust, nor entitle the legal
representatives, successors or heirs of such Person or any Holder for such
Person, to claim an accounting, take any action or bring any proceeding in any
court for a partition or winding-up of the arrangements contemplated hereby, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them. Any merger or similar agreement authorized in accordance with
this Declaration of Trust shall be executed by one or more of the Administrative
Trustees on behalf of the Issuer Trust.

      SECTION 10.2. Amendment.

      (a) This Declaration of Trust may be amended in accordance with Section
8.11 hereof. This Declaration of Trust may be amended from time to time by the
Property Trustee and the Holders of a Majority in Liquidation Amount of the
Common Securities, without the consent of any Holder of the Preferred
Securities, (i) to cure any ambiguity, correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this
Declaration of Trust, provided, however, that such amendment shall not adversely
affect in any material respect the interests of any Holder or (ii) to modify,
eliminate or add to any provisions of this Declaration of Trust to such extent
as shall be necessary to ensure that the Issuer Trust will not be taxable as a
corporation, a partnership or any other arrangement other than as a grantor
trust for United States Federal income tax purposes at any time that any Trust
Securities are Outstanding or to ensure that the Issuer Trust will not be
required to register as an investment company under the Investment Company Act.

      (b) Except as provided in Section 10.2(c) hereof, any provision of this
Declaration of Trust may be amended by the Property Trustee and the Holders of a
Majority in Liquidation Amount of the Common Securities with (i) the consent of
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
and (ii) receipt by the Issuer Trustees of an Opinion of Counsel to the effect
that such amendment or the exercise of any power granted to the Issuer Trustees
in accordance with such amendment will not cause the Issuer Trust to be taxable
as a corporation, a partnership or any other arrangement other than as a grantor
trust for United States Federal income tax purposes or affect the Issuer Trust's
exemption from status of an "investment company" under the Investment Company
Act.

      (c) In addition to and notwithstanding any other provision in this
Declaration of Trust, without the consent of each affected Holder, this
Declaration of Trust may not be amended to (i) change the amount or timing of
any Distribution on the Trust Securities or otherwise adversely affect the
amount of any Distribution required to be made in respect of the Trust

                                       52


Securities as of a specified date or (ii) restrict the right of a Holder to
institute suit for the enforcement of any such payment on or after such date.

      (d) Notwithstanding any other provisions of this Declaration of Trust, no
Issuer Trustee shall enter into or consent to any amendment to this Declaration
of Trust which would cause the Issuer Trust to fail or cease to qualify for the
exemption from status as an "investment company" under the Investment Company
Act or to fail or cease to qualify as a grantor trust for United States Federal
income tax purposes.

      (e) Notwithstanding anything in this Declaration of Trust to the contrary,
without the consent of the Sponsor and the Administrative Trustees, this
Declaration of Trust may not be amended in a manner which imposes any additional
obligation on the Sponsor or the Administrative Trustees.

      (f) In the event that any amendment to this Declaration of Trust is made,
the Administrative Trustees or the Property Trustee shall promptly provide to
the Sponsor a copy of such amendment.

      (g) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Declaration of Trust which affects
its own rights, duties or immunities under this Declaration of Trust. The
Property Trustee shall be entitled to receive an Opinion of Counsel and an
Officer's Certificate stating that any amendment to this Declaration of Trust is
in compliance with this Declaration of Trust.

      (h) Any amendments to this Declaration of Trust, pursuant to Section
10.2(a), shall become effective when notice of such amendment is given to the
Holders of the Trust Securities.

      (i) Notwithstanding any other provision of this Declaration of Trust, no
amendment to this Declaration of Trust may be made if, as a result of such
amendment, it would cause the Issuer Trust to be taxable as a corporation, a
partnership or any other arrangement other than as a grantor trust for United
States Federal income tax purposes.

      SECTION 10.3. Separability.

      In case any provision in this Declaration of Trust or in the Trust
Securities Certificates shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

      SECTION 10.4. Governing Law.

      THIS DECLARATION OF TRUST AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS, THE ISSUER TRUST, THE SPONSOR, THE ISSUER TRUSTEES AND THE
ADMINISTRATIVE TRUSTEES SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED
BY SUCH LAWS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF THE STATE
OF DELAWARE OR ANY OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE
LAW OF ANY JURISDICTION OTHER THAN THE STATE OF

                                       53



DELAWARE; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE HOLDERS,
THE ISSUER TRUST, THE SPONSOR, THE ISSUER TRUSTEES, THE ADMINISTRATIVE TRUSTEES
OR THIS DECLARATION OF TRUST ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF
THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A
MANNER INCONSISTENT WITH THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR
GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND
CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER
GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL
OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES
TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE
NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO
THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G)
THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR
LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE
LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF THE ISSUER TRUSTEES OR
THE ADMINISTRATIVE TRUSTEES AS SET FORTH OR REFERENCED IN THIS DECLARATION OF
TRUST. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE
ISSUER TRUST.

      SECTION 10.5. Payments Due on Non-Business Day.

      If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day, with the same
force and effect as though made on the date fixed for such payment, and no
Distributions shall accumulate on such unpaid amount for the period after such
date.

      SECTION 10.6. Successors.

      This Declaration of Trust shall be binding upon and shall inure to the
benefit of any successor to the Sponsor, the Issuer Trust, the Administrative
Trustees and any Issuer Trustee, including any successor by operation of law.
Except in connection with a consolidation, merger or sale involving the Sponsor
that is permitted under Article IX of the Indenture and pursuant to which the
assignee agrees in writing to perform the Sponsor's obligations hereunder, the
Sponsor shall not assign its obligations hereunder.

      SECTION 10.7. Headings.

      The Article and Section headings are for convenience only and shall not
affect the construction of this Declaration of Trust.

                                       54


      SECTION 10.8. Reports, Notices and Demands.

      Any report, notice, demand or other communication that by any provision of
this Declaration of Trust is required or permitted to be given or served to or
upon any Holder or the Sponsor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Preferred Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Holder of Common
Securities or the Sponsor, to Great Wolf Resorts, Inc., 122 West Washington
Avenue, Madison, Wisconsin 53703, Attention: General Counsel and Corporate
Secretary, facsimile no.: (608) 661-4701 or to such other address as may be
specified in a written notice by the Sponsor to the Property Trustee. Such
notice, demand or other communication to or upon a Holder shall be deemed to
have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission. Such notice, demand or other communication to or upon
the Sponsor shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Sponsor.

      Any notice, demand or other communication which by any provision of this
Declaration of Trust is required or permitted to be given or served to or upon
the Property Trustee, the Delaware Trustee, the Administrative Trustees, or the
Issuer Trust shall be given in writing addressed (until another address is
published by the Issuer Trust) as follows: (a) with respect to the Property
Trustee to Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration; (b) with respect to the Delaware Trustee to Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration; and (c) with respect to
the Administrative Trustees, to them at the address above for notices to the
Sponsor, marked "Attention: Office of the Secretary." Such notice, demand or
other communication to or upon the Issuer Trust, the Property Trustee or the
Administrative Trustees shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Issuer Trust, the Property
Trustee, or such Administrative Trustee.

      SECTION 10.9. Agreement Not to Petition.

      Each of the Issuer Trustees, the Administrative Trustees and the Sponsor
agree for the benefit of the Holders that, until at least one year and one day
after the Issuer Trust has been terminated in accordance with Article IX, they
shall not file, or join in the filing of, a petition against the Issuer Trust
under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Issuer Trust under any Bankruptcy Law. In the event the
Sponsor takes action in violation of this Section 10.9, the Property Trustee
agrees, for the benefit of Holders, that at the expense of the Sponsor, it shall
file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by the Sponsor against the Issuer Trust or the
commencement of such action and raise the defense that the Sponsor has agreed in
writing not to take such action and should be estopped and precluded therefrom
and such other defenses, if any, as counsel for the Issuer Trustee or the Issuer
Trust may assert. If any Issuer Trustee or Administrative Trustee takes action
in violation of this Section 10.9, the Sponsor agrees, for the benefit of the
Holders, that at the expense of the Sponsor, it shall file an answer with the
bankruptcy court or otherwise properly contest the filing

                                       55


of such petition by such Person against the Sponsor or the commencement of such
action and raise the defense that such Person has agreed in writing not to take
such action and should be estopped and precluded therefrom and such other
defenses, if any, as counsel for the Issuer Trustee or the Issuer Trust may
assert. The provisions of this Section 10.9 shall survive the termination of
this Declaration of Trust.

      SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act.

      (a) Trust Indenture Act; Application. (i) This Declaration of Trust is
subject to the provisions of the Trust Indenture Act that are required to be a
part of this Declaration of Trust and shall, to the extent applicable, be
governed by such provisions; (ii) if and to the extent that any provision of
this Declaration of Trust limits, qualifies or conflicts with the duties imposed
by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed
duties shall control; (iii) for purposes of this Declaration of Trust, the
Property Trustee, to the extent permitted by applicable law and/or the rules and
regulations of the Commission, shall be the only Issuer Trustee which is a
trustee for the purposes of the Trust Indenture Act; and (iv) the application of
the Trust Indenture Act to this Declaration of Trust shall not affect the nature
of the Preferred Securities and the Common Securities as equity securities
representing undivided beneficial interests in the assets of the Issuer Trust.

      (b) Lists of Holders of Preferred Securities. (i) Each of the Sponsor and
the Administrative Trustees on behalf of the Trust shall provide the Property
Trustee with such information as is required under Section 312(a) of the Trust
Indenture Act at the times and in the manner provided in Section 312(a) and (ii)
the Property Trustee shall comply with its obligations under Sections 310(b),
311 and 312(b) of the Trust Indenture Act.

      (c) Disclosure of Information. The disclosure of information as to the
names and addresses of the Holders of Trust Securities in accordance with
Section 312 of the Trust Indenture Act, regardless of the source from which such
information was derived, shall not be deemed to be a violation of any existing
law or any law hereafter enacted which does not specifically refer to Section
312 of the Trust Indenture Act, nor shall the Property Trustee be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

      SECTION 10.11. Acceptance of Terms of Declaration of Trust, Guarantee and
Indenture.

      THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY
OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION OF TRUST, THE GUARANTEE
AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS
AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL
CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT
THE TERMS AND PROVISIONS OF

                                       56


THIS DECLARATION OF TRUST SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN
THE ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS.

      SECTION 10.12. Counterparts.

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                       57


                                        GREAT WOLF RESORTS, INC.,
                                        as Sponsor

                                        By:_____________________________________
                                           Name:
                                           Title:

                                        WILMINGTON TRUST COMPANY,
                                        as Property Trustee

                                        By:_____________________________________
                                           Name:
                                           Title:

                                        WILMINGTON TRUST COMPANY,
                                        as Delaware Trustee

                                        By:_____________________________________
                                           Name:
                                           Title:

                                        ________________________________________
                                        Name: J. Michael Schroeder
                                        Title:  Administrative Trustee

                                        ________________________________________
                                        Name:  James A. Calder
                                        Title:  Administrative Trustee

                   [Amended and Restated Declaration of Trust]



                                                                       Exhibit A

                              CERTIFICATE OF TRUST

                                [Attached hereto]

                                       A-1


                                                                       Exhibit B

                    FORM OF CERTIFICATE DEPOSITARY AGREEMENT

                                       B-1


                                                                       Exhibit C

                      FORM OF COMMON SECURITIES CERTIFICATE

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE SPONSOR OR AN AFFILIATE OF
THE SPONSOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE
DECLARATION OF TRUST.

Certificate Number: C-

Number of Common Securities:

                    Certificate Evidencing Common Securities
                                       of
                               GW Capital Trust II
                             ____% Common Securities
                  (liquidation amount $25 per Common Security)

      GW Capital Trust II, a statutory trust created under the laws of the State
of Delaware (the "Issuer Trust"), hereby certifies that Great Wolf Resorts, Inc.
(the "Holder") is the registered owner of ( ) common securities of the Issuer
Trust representing undivided beneficial interests in assets of the Issuer Trust
and designated the ____% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). Except in accordance with Section 5.11 of
the Declaration of Trust (as defined below), the Common Securities are not
transferable and, to the fullest extent permitted by law, any attempted transfer
hereof other than in accordance therewith shall be void. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Declaration of Trust of
the Issuer Trust, dated as of June ___, 2006, as the same may be amended from
time to time (the "Declaration of Trust"), among Great Wolf Resorts, Inc., as
Sponsor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee, two individuals selected by the holders of the
Common Securities to act as administrative trustees with respect to the Issuer
Trust (the "Administrative Trustees"), and the holders of Trust Securities,
including the designation of the terms of the Common Securities as set forth
therein. The Holder is entitled to the benefits of a Common Securities Guarantee
Agreement, as amended from time to time, entered into by Great Wolf Resorts,
Inc., as Guarantor, dated as of June ___, 2006 (the "Guarantee Agreement"), to
the extent provided therein. The Issuer Trust will furnish a copy of the
Declaration of Trust and the Guarantee Agreement to the Holder without charge
upon written request to the Issuer Trust at its principal place of business or
registered office.

      Upon receipt of this certificate, the Holder is bound by the Declaration
of Trust and is entitled to the benefits thereunder.

                                      C-1


      The Issuer Trust, and by acceptance of a beneficial interest in the Common
Securities, each beneficial owner of the Common Securities will be deemed to
have agreed to treat, for United States Federal income tax purposes, the Junior
Subordinated Debentures as indebtedness of the Sponsor and to treat the Common
Securities as evidence of a beneficial ownership interest in the Junior
Subordinated Debentures through a grantor trust.

      Terms used but not defined herein have the meanings set forth in the
Declaration of Trust.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust
has executed this certificate this day of        , 200 .

                                        GW CAPITAL TRUST II

                                        By:_____________________________________
                                        Name:
                                        Title:  Administrative Trustee

                                      C-2


                                                                       EXHIBIT D

                    FORM OF PREFERRED SECURITIES CERTIFICATE

[THIS PREFERRED SECURITIES CERTIFICATE IS A GLOBAL PREFERRED SECURITIES
CERTIFICATE WITHIN THE MEANING OF THE DECLARATION OF TRUST HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.
THIS PREFERRED SECURITIES CERTIFICATE IS EXCHANGEABLE FOR PREFERRED SECURITIES
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION OF TRUST
AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
DECLARATION OF TRUST.]

THE ISSUER TRUST, AND BY ACCEPTANCE OF A BENEFICIAL INTEREST IN THE PREFERRED
SECURITIES, EACH BENEFICIAL OWNER OF THE PREFERRED SECURITIES WILL BE DEEMED TO
HAVE AGREED TO TREAT, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THE JUNIOR
SUBORDINATED DEBENTURES AS INDEBTEDNESS OF THE SPONSOR AND TO TREAT THE
PREFERRED SECURITIES AS EVIDENCE OF A BENEFICIAL OWNERSHIP INTEREST IN THE
JUNIOR SUBORDINATED DEBENTURES THROUGH A GRANTOR TRUST.

[UNLESS THIS PREFERRED SECURITIES CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO GW CAPITAL TRUST II OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY PREFERRED SECURITIES CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF SUCH NOMINEE AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO SUCH ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
HAS AN INTEREST HEREIN.]

NO EMPLOYEE BENEFIT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OTHER PLAN OR INDIVIDUAL RETIREMENT
ACCOUNT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, A CHURCH PLAN, AS DEFINED IN SECTION 3(33) OF ERISA,
OR A NON-U.S. PLAN, AS DESCRIBED IN SECTION 4(B)(4) OF ERISA, SUBJECT TO SIMILAR
RULES UNDER OTHER APPLICABLE LAWS OR DOCUMENTS ("SIMILAR LAW") (EACH, A "PLAN"),
NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS PREFERRED SECURITIES CERTIFICATE
OR ANY

                                      D-1


INTEREST HEREIN, UNLESS SUCH PURCHASE AND HOLDING IS COVERED BY THE EXEMPTIVE
RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 96 23, 95 60, 91 38, 90 1 OR 84 14 OR SIMILAR LAW, OR THERE
IS NO BASIS ON WHICH THE PURCHASE AND HOLDING COULD CONSTITUTE A PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR
LAW. ANY PURCHASER OR HOLDER OF THE PREFERRED SECURITIES CERTIFICATE OR ANY
INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
HEREOF THAT EITHER (A) THE PURCHASER AND HOLDER ARE NOT A PLAN OR A PLAN ASSET
ENTITY AND ARE NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH "PLAN ASSETS"
OF ANY PLAN, OR (B) THE PURCHASE AND HOLDING OF THE PREFERRED SECURITIES ARE
COVERED BY THE EXEMPTIVE RELIEF PROVIDED BY PTCE 96 23, 95 60, 91 38, 90 1 OR 84
14 OR SIMILAR LAW, OR THERE IS NO BASIS ON WHICH THE PURCHASE AND HOLDING COULD
CONSTITUTE A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW.

                                      D-2


CERTIFICATE NUMBER: C-                  CUSIP NO. ___________________
                                               Preferred Securities

                 CERTIFICATE EVIDENCING PREFERRED SECURITIES OF
                               GW CAPITAL TRUST II
                           ____% PREFERRED SECURITIES
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

      GW Capital Trust II, a statutory trust created under the laws of the State
of Delaware (the "Issuer Trust"), hereby certifies that ________________ (the
"Holder") is the registered owner of $ in aggregate liquidation amount of
capital securities of the Issuer Trust representing a preferred undivided
beneficial interest in the assets of the Issuer Trust and designated the GW
Capital Trust II ____% Preferred Securities (liquidation amount $25 per
Preferred Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Issuer Trust, in person or by a
duly authorized attorney, upon surrender of this certificate duly endorsed and
in proper form for transfer as provided in Section 5.5 of the Declaration of
Trust (as defined below). The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities are set
forth in, and this certificate and the Preferred Securities represented hereby
are issued and shall in all respects be subject to the terms and provisions of,
the Amended and Restated Declaration of Trust of the Issuer Trust, dated as of
June ___, 2006, as the same may be amended from time to time (the "Declaration
of Trust"), among Great Wolf Resorts, Inc., as Sponsor, Wilmington Trust
Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, two
individuals selected by the holders of the Common Securities to act as
administrative trustees with respect to the Issuer Trust (the "Administrative
Trustees") and the holders of Trust Securities, including the designation of the
terms of the Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Preferred Securities Guarantee Agreement entered into by
Great Wolf Resorts, Inc., as Guarantor, and Wilmington Trust Company, as
Guarantee Trustee, dated as of June ___, 2006, as the same may be amended from
time to time (the "Guarantee Agreement"), to the extent provided therein. The
Issuer Trust will furnish a copy of the Declaration of Trust and the Guarantee
Agreement to the Holder without charge upon written request to the Issuer Trust
at its principal place of business or registered office.

      Upon receipt of this certificate, the Holder is bound by the Declaration
of Trust and is entitled to the benefits thereunder.

      Terms used but not defined herein have the meanings set forth in the
Declaration of Trust.

                                      D-3


      IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust
has executed this certificate this day of      , 200 .

                                        GW CAPITAL TRUST II

                                        By:
                                        Name:

                                        Title:  Administrative Trustee

AUTHENTICATED, COUNTERSIGNED AND
REGISTERED:

Wilmington Trust Company,

not in its individual capacity,
but solely as Property Trustee

By:
     Authorized Signatory

Dated: _______________________

                                      D-4


                                   ASSIGNMENT

    FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
                                  Security to:
________________________________________________________________________________
        (Insert assignee's social security or tax identification number)
________________________________________________________________________________
                    (Insert address and zip code of assignee)

      and irrevocably appoints__________________________ agent to transfer this
Preferred Securities Certificate on the books of the Issuer Trust. The agent may
substitute another to act for him or her.

Date:__________________       Signature:________________________________________
                                         (Sign exactly as your name appears on
                                         the other side of this Preferred
                                         Securities Certificate)

                                   Signature Guarantee:_________________________

                               SIGNATURE GUARANTEE

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Property Trustee, which requirements include
membership or participation in the Security Transfer Agent medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Property Trustee in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.

                                      D-5


                                                                       Exhibit E

                            FORM OF EXPENSE AGREEMENT

      AGREEMENT AS TO EXPENSES AND LIABILITIES, dated as of June ___, 2006 (this
"Agreement"), between Great Wolf Resorts, Inc., a Delaware corporation, as
Sponsor (the "Sponsor"), and GW Capital Trust II, a Delaware statutory trust
(the "Issuer Trust").

      WHEREAS, the Issuer Trust intends to issue its Common Securities (the
"Common Securities") to and acquire ____% Junior Subordianted Debentures (the
"Debentures") from the Sponsor, and to issue and sell ____% Preferred
Securities, (the "Preferred Securities") with such powers, preferences and
special rights and restrictions as are set forth in the Amended and Restated
Declaration of Trust of the Issuer Trust, dated as of June ___, 2006, among
Great Wolf Resorts, Inc., as Sponsor, Wilmington Trust Company, as Property
Trustee, Wilmington Trust Company, as Delaware Trustee, two individuals selected
by the holders of the Common Securities to act as administrative trustees with
respect to the Issuer Trust (the "Administrative Trustees"), and the holders of
Trust Securities, as the same may be amended from time to time (the "Declaration
of Trust");

      WHEREAS, the Sponsor will own all of the Common Securities of the Trust;

      WHEREAS, capitalized terms used but not defined herein have the meanings
set forth in the Declaration of Trust;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                   ARTICLE I.

      Section 1.01. Guarantee by the Sponsor. Subject to the terms and
conditions hereof, the Sponsor hereby irrevocably and unconditionally guarantees
to each person or entity to whom the Issuer Trust is now or hereafter becomes
indebted or liable (the "Beneficiaries") the full payment, when and as due, of
any and all Obligations (as hereinafter defined) to such Beneficiaries. As used
herein, "Obligations" means any costs, expenses or liabilities of the Issuer
Trust, other than obligations of the Issuer Trust to pay to holders of any Trust
Securities the amounts due such holders pursuant to the terms of the Trust
Securities. This Agreement is intended to be for the benefit of, and to be
enforceable by, all such Beneficiaries, whether or not such Beneficiaries have
received notice hereof.

      Section 1.02. Subordination of Guarantee. The guarantee and other
liabilities and obligations of the Sponsor under this Declaration of Trust shall
constitute unsecured obligations of the Sponsor and shall rank subordinate and
junior in right of payment to all Senior Indebtedness (as defined in the
Indenture) of the Sponsor to the extent and in the manner set forth in the
Indenture with respect to the Debentures, and the provisions of Article XIII of
the Indenture will apply, mutatis mutandis, to the obligations of the Sponsor
hereunder. The



obligations of the Sponsor hereunder do not constitute Senior Indebtedness (as
defined in the Indenture) of the Sponsor.

      Section 1.03. Term of Agreement. This Agreement shall terminate and be of
no further force and effect upon the dissolution or termination of the Issuer
Trust, provided, however, that this Agreement shall continue to be effective or
shall be reinstated, as the case may be, if at any time any holder of Preferred
Securities or any Beneficiary is required to repay any sums paid under the
Preferred Securities, under any Obligation, under the Guarantee Agreement dated
the date hereof by the Sponsor and Wilmington Trust Company, as guarantee
trustee, or under the Declaration of Trust for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.

      Section 1.04. Waiver of Notice. The Sponsor hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and the Sponsor hereby waives presentment, demand for payment, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

      Section 1.05. No Impairment. The obligations, covenants, agreements and
duties of the Sponsor under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

      (a) the extension of time for the payment by the Issuer Trust of all or
any portion of the Obligations or for the performance of any other obligation
under, arising out of, or in connection with, the Obligations;

      (b) any failure, omission, delay or lack of diligence on the part of the
Beneficiaries to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Issuer Trust granting indulgence or extension of any
kind; or

      (c) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer Trust or any of the assets of
the Issuer Trust (other than the dissolution of the Issuer Trust in accordance
with the terms thereof).

      There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Sponsor with respect to the happening or any of the
foregoing.

      Section 1.06. Enforcement. A Beneficiary may enforce this Agreement
directly against the Sponsor and the Sponsor waives any right or remedy to
require that any action be brought against the Issuer Trust or any other person
or entity before proceeding against the Sponsor.

      Section 1.07. Subrogation. The Sponsor shall be subrogated to all rights
(if any) of any Beneficiary against the Issuer Trust in respect of any amounts
paid to the Beneficiaries by the Sponsor under this Agreement; provided,
however, that the Sponsor shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any rights that it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all



cases as a result of payment under this Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Agreement or any payments are
due to the holders of Preferred Securities under the Declaration of Trust.

                                   ARTICLE II.

      Section 2.01. Assignment. This Agreement may not be assigned by either
party hereto without the consent of the other, and any purported assignment
without such consent shall be void; except that upon any transfer of the Common
Securities, this Agreement shall be assigned and delegated by the Sponsor to its
successor with such transfer without any action by either party hereto.

      Section 2.02. Binding Effect. All guarantees and agreements contained in
this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Sponsor and shall inure to the benefit of the
Beneficiaries.

      Section 2.03. Amendment. So long as there remains any Beneficiary or any
Preferred Securities are outstanding, this Agreement shall not be modified or
amended in any manner adverse to such Beneficiary or to the holders of the
Preferred Securities without the consent of such Beneficiary or the holders of
the Preferred Securities, as the case may be.

      Section 2.04. Notices. Any notice, request or other communication required
or permitted to be given hereunder shall be given in writing by delivering the
same against receipt therefor by facsimile transmission (confirmed by mail),
telex or by registered or certified mail, addressed as follows (and if so given,
shall be deemed given when mailed or upon receipt of an answer-back, if sent by
telex):

              [to be provided]

              With a copy to:

              [to be provided]

      Section 2.05. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



      THIS AGREEMENT is executed as of the day and year first above written.

                                        GREAT WOLF RESORTS, INC.

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        GW CAPITAL TRUST II

                                        By: ____________________________________
                                        Name:
                                        Title:  Administrative Trustee

EX-4.7

                                                                     EXHIBIT 4.7

================================================================================

                            GREAT WOLF RESORTS, INC.

                                       AND

                 WILMINGTON TRUST COMPANY, AS INDENTURE TRUSTEE

                          JUNIOR SUBORDINATED INDENTURE

                            DATED AS OF JUNE __, 2006

                                -----------------

================================================================================



                              CROSS REFERENCE SHEET

                                     Between

      Provisions of Trust Indenture Act of 1939 and Junior Subordinated
Indenture to be dated as of June __, 2006 between GREAT WOLF RESORTS, INC. and
WILMINGTON TRUST COMPANY, Indenture Trustee.



Section of the Act                                           Section of the Indenture
- --------------------------------------------------------     ----------------------------
                                                          
310(a)(1) and (2).......................................     6.09
310(a)(3) and (4).......................................     Inapplicable
310(b)..................................................     6.08 and 6.10(a), (b) and (d)
310(c)..................................................     Inapplicable
311(a)..................................................     6.13
311(b)..................................................     6.13
312(a)..................................................     4.01
312(b)..................................................     4.02
312(c)..................................................     4.02
313(a)..................................................     4.04
313(b)(1)...............................................     Inapplicable
313(b)(2)...............................................     Inapplicable
313(c)..................................................     4.04
313(d)..................................................     4.03
314(a)..................................................     4.03
314(b)..................................................     Inapplicable
314(c)(1) and (2).......................................     11.05
314(c)(3)...............................................     Inapplicable
314(d)..................................................     Inapplicable
314(e)..................................................     11.05
314(f)..................................................     Inapplicable
315(a), (c) and (d).....................................     6.01
315(b)..................................................     5.11
315(e)..................................................     5.12
316(a)(1)...............................................     5.09
316(a)(2)...............................................     Inapplicable
316(b)..................................................     5.07
317(a)(1)...............................................     5.02
317(a)(2)...............................................     5.02(a)
317(b)..................................................     3.04(a) and (b)
318(a)..................................................     11.07


Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Junior Subordinated Indenture.



                                TABLE OF CONTENTS



                                                                                                             PAGE
                                                                                                             -----
                                                                                                          
                                                    ARTICLE 1
                                                   DEFINITIONS

Section 1.01. Certain Terms Defined ......................................................................    1

                                                     ARTICLE 2
                                                    SECURITIES

Section 2.01. Forms Generally ............................................................................    8
Section 2.02. Form of Indenture Trustee's Certificate of Authentication ..................................    8
Section 2.03. Amount Unlimited; Issuable in Series .......................................................    9
Section 2.04. Authentication and Delivery of Securities ..................................................   12
Section 2.05. Execution of Securities ....................................................................   15
Section 2.06. Certificate of Authentication ..............................................................   15
Section 2.07. Denomination and Date of Securities; Payments of Interest ..................................   16
Section 2.08. Registration, Transfer and Exchange ........................................................   16
Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities ..................................   20
Section 2.10. Cancellation of Securities; Disposition Thereof ............................................   21
Section 2.11. Temporary Securities .......................................................................   21

                                                   ARTICLE 3
                                            COVENANTS OF THE ISSUER

Section 3.01. Payment of Principal and Interest ..........................................................   22
Section 3.02. Offices for Payments, etc ..................................................................   22
Section 3.03. Appointment to Fill a Vacancy in Office of Indenture Trustee ...............................   23
Section 3.04. Paying Agents ..............................................................................   24
Section 3.05. Written Statement to Indenture Trustee .....................................................   25

                                                   ARTICLE 4
                   SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE INDENTURE TRUSTEE

Section 4.01. Issuer to Furnish Indenture Trustee Information as to Names and Addresses of
        Securityholders ..................................................................................   25
Section 4.02. Preservation and Disclosure of Securityholders Lists .......................................   25
Section 4.03. Reports by the Issuer ......................................................................   25
Section 4.04. Reports by the Indenture Trustee ...........................................................   25




                                                                                                          

                                                   ARTICLE 5
                   REMEDIES OF THE INDENTURE TRUSTEE AND SECURITYHOLDERS IN DEFAULT OR EVENT
                                                   OF DEFAULT

Section 5.01. Event of Default Defined; Acceleration of Maturity; Waiver of Event of Default .............   26
Section 5.02. Collection of Indebtedness by Indenture Trustee; Indenture Trustee May Prove Debt ..........   28
Section 5.03. Applications of Proceeds ...................................................................   31
Section 5.04. Suits for Enforcement ......................................................................   32
Section 5.05. Restoration of Rights on Abandonment of Proceedings ........................................   32
Section 5.06. Limitations on Suits by Securityholder; Default Defined ....................................   32
Section 5.07. Unconditional Right of Securityholders to Institute Certain Suits ..........................   34
Section 5.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default;
        Restoration of Rights and Remedies ...............................................................   34
Section 5.09. Control by Holders of Securities ...........................................................   35
Section 5.10. Waiver of Past Defaults ....................................................................   35
Section 5.11. Indenture Trustee to Give Notice of Default, But May Withhold in Certain
        Circumstances ....................................................................................   36
Section 5.12. Right of Court to Require Filing of Undertaking to Pay Costs ...............................   36

                                                   ARTICLE 6
                                       CONCERNING THE INDENTURE TRUSTEE

Section 6.01. Duties and Responsibilities of the Indenture Trustee; During Default; Prior to
        Default ..........................................................................................   37
Section 6.02. Certain Rights of the Indenture Trustee ....................................................   38
Section 6.03. Indenture Trustee Not Responsible for Recitals, Disposition of Securities or
        Application of Proceeds Thereof ..................................................................   39
Section 6.04. Indenture Trustee and Agents May Hold Securities or Coupons; Collections, etc ..............   39
Section 6.05. Moneys Held by Indenture Trustee ...........................................................   40
Section 6.06. Compensation and Indemnification of Indenture Trustee and Its Prior Claim ..................   40
Section 6.07. Right of Indenture Trustee to Rely on Officer's Certificate, etc ...........................   40
Section 6.08. Indentures Not Creating Potential Conflicting Interests for the Indenture Trustee ..........   41
Section 6.09. Persons Eligible for Appointment as Indenture Trustee ......................................   41
Section 6.10. Resignation and Removal; Appointment of Successor Trustee ..................................   41
Section 6.11. Acceptance of Appointment by Successor Trustee .............................................   43
Section 6.12. Merger, Conversion, Consolidation or Succession to Business of Indenture Trustee ...........   44
Section 6.13. Preferential Collection of Claims Against the Issuer .......................................   45
Section 6.14. Appointment of Authenticating Agent ........................................................   45



                                       ii



                                                                                                          
                                                   ARTICLE 7
                                        CONCERNING THE SECURITYHOLDERS

Section 7.01. Evidence of Action Taken by Securityholders ................................................   46
Section 7.02. Proof of Execution of Instruments and of Holding of Securities .............................   46
Section 7.03. Holders to be Treated as Owners ............................................................   47
Section 7.04. Securities Owned by Issuer Deemed Not Outstanding ..........................................   48
Section 7.05. Right of Revocation of Action Taken ........................................................   49

                                                   ARTICLE 8
                                            SUPPLEMENTAL INDENTURES

Section 8.01. Supplemental Indentures Without Consent of Securityholders .................................   49
Section 8.02. Supplemental Indentures With Consent of Securityholders ....................................   50
Section 8.03. Effect of Supplemental Indenture ...........................................................   52
Section 8.04. Documents to be Given to Indenture Trustee .................................................   52
Section 8.05. Notation on Securities in Respect of Supplemental Indentures ...............................   53
Section 8.06. Subordination Unimpaired ...................................................................   53

                                                   ARTICLE 9
                                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.01. Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain
        Conditions .......................................................................................   53
Section 9.02. Successor Corporation Substituted ..........................................................   53
Section 9.03. Opinion of Counsel Delivered to Indenture Trustee ..........................................   54

                                                   ARTICLE 10
                           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 10.01. Satisfaction and Discharge of Indenture ...................................................   54
Section 10.02. Application by Indenture Trustee of Funds Deposited for Payment of Securities .............   59
Section 10.03. Repayment of Moneys Held by Paying Agent ..................................................   60
Section 10.04. Return of Moneys Held by Indenture Trustee and Paying Agent Unclaimed for Two
        Years ............................................................................................   60
Section 10.05. Indemnity for U.S. Government Obligations .................................................   60

                                                  ARTICLE 11
                                           MISCELLANEOUS PROVISIONS

Section 11.01. Incorporators, Stockholders, Officers and Directors of Issuer Exempt from
        Individual Liability .............................................................................   61
Section 11.02. Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities
        and Coupons ......................................................................................   61
Section 11.03. Successors and Assigns of Issuer Bound by Indenture .......................................   61



                                      iii



                                                                                                          
Section 11.04. Notices and Demands on Issuer, Indenture Trustee and Holders of Securities and
        Coupons ..........................................................................................   61
Section 11.05. Officer's Certificates and Opinions of Counsel; Statements to be Contained Therein ........   62
Section 11.06. Payments Due on Saturdays, Sundays and Holidays ...........................................   63
Section 11.07. Conflict of Any Provision of Indenture with Trust Indenture Act of 1939 ...................   63
Section 11.08. New York Law to Govern ....................................................................   63
Section 11.09. Counterparts ..............................................................................   63
Section 11.10. Effect of Headings ........................................................................   63
Section 11.11. Securities in a Foreign Currency ..........................................................   64
Section 11.12. Judgment Currency .........................................................................   64

                                          ARTICLE 12
                          REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 12.01. Applicability of Article ..................................................................   65
Section 12.02. Notice of Redemption; Partial Redemptions .................................................   65
Section 12.03. Payment of Securities Called for Redemption ...............................................   67
Section 12.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption .............   68
Section 12.05. Mandatory and Optional Sinking Funds ......................................................   68

                                          ARTICLE 13
                                        SUBORDINATION

Section 13.01. Securities and Coupons Subordinated to Senior Indebtedness ................................   70
Section 13.02. Disputes with Holders of Certain Senior Indebtedness ......................................   72
Section 13.03. Subrogation ...............................................................................   72
Section 13.04. Obligation of Issuer Unconditional ........................................................   73
Section 13.05. Payments on Securities and Coupons Permitted ..............................................   73
Section 13.06. Effectuation of Subordination by Indenture Trustee ........................................   73
Section 13.07. Knowledge of Indenture Trustee ............................................................   74
Section 13.08. Indenture Trustee May Hold Senior Indebtedness ............................................   74
Section 13.09. Rights of Holders of Senior Indebtedness Not Impaired .....................................   74
Section 13.10. Article Applicable to Paying Agents .......................................................   74
Section 13.11. Indenture Trustee; Compensation Not Prejudiced ............................................   75



                                       iv



      THIS JUNIOR SUBORDINATED INDENTURE (this "INDENTURE"), is dated as of June
__, 2006 between GREAT WOLF RESORTS, INC., a Delaware corporation (the
"ISSUER"), and WILMINGTON TRUST COMPANY, as indenture trustee (the "INDENTURE
TRUSTEE").

                              W I T N E S S E T H :

      WHEREAS, the Issuer has approved the form of and duly authorized the
execution and delivery of this Indenture to provide for issuance of its
unsecured junior subordinated debentures (the "SECURITIES") issued to evidence
loans made to the Company of the proceeds from the issuance by GW Capital Trust
II, a Delaware statutory trust, of undivided preferred beneficial interests in
the assets of GW Capital Trust II and undivided common beneficial interests in
the assets of GW Capital Trust II;

      WHEREAS, the Issuer has duly authorized the execution and delivery of this
Indenture to provide, among other things, for the authentication, delivery and
administration of the Securities; and

      WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

      NOW, THEREFORE:

      In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuer and the Indenture Trustee mutually covenant and
agree for the equal and proportionate benefit of the respective holders from
time to time of the Securities and of the coupons, if any, appertaining thereto
as follows:

                                   Article 1
                                  DEFINITIONS

      Section 1.01. Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (except as herein otherwise expressly provided or unless
the context otherwise requires), shall have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the date
of this Indenture. All accounting terms used herein and not expressly defined
shall have the meanings assigned to such terms in accordance with generally
accepted accounting principles, and the term "generally accepted accounting
principles" means such



accounting principles as are generally accepted in the United States of America
at the time of any computation. The words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision. The terms defined in this
Article have the meanings assigned to them in this Article and include the
plural as well as the singular.

      "2005 JUNIOR SUBORDINATED INDENTURE" means the Junior Subordinated
Indenture, dated as of March 15, 2005, between the Issuer and JPMorgan Chase
Bank, National Association, as trustee, pursuant to which the Existing Junior
Subordinated Debentures were issued.

      "ADDITIONAL INTEREST" means compounded interest arising on any deferred
interest payments, as defined in any series of Securities.

      "ADDITIONAL SUMS" has the meaning specified in Section 2.03(r) of this
Indenture.

      "AUTHENTICATING AGENT" shall have the meaning set forth in Section 6.14.

      "AUTHORIZED NEWSPAPER" means a newspaper published in the English
language, customarily published on each Business Day in the Borough of
Manhattan, The City of New York, which will, if practicable, be The Wall Street
Journal (Eastern Edition). If it shall be impractical in the opinion of the
Indenture Trustee to make any publication of any notice required hereby in an
Authorized Newspaper, any publication or other notice in lieu thereof which is
made or given with the approval of the Indenture Trustee shall constitute a
sufficient publication of such notice.

      "BOARD OF DIRECTORS" means either the Board of Directors of the Issuer or
any committee of such Board duly authorized to act on its behalf.

      "BOARD RESOLUTION" means a copy of one or more resolutions, certified by
the Secretary or an Assistant Secretary of the Issuer to have been duly adopted
or consented to by the Board of Directors and to be in full force and effect,
and delivered to the Indenture Trustee.

      "BUSINESS DAY" means, with respect to any Security, unless otherwise
specified pursuant to Section 2.03, a day other than (a) a Saturday or Sunday,
and (b) a day on which banking institutions in Wilmington, Delaware and The City
of New York, New York are authorized or required by law or executive order to
close.

      "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties on such date.

                                       2

      "COMMON SECURITIES" means, with respect to a GW Capital Trust, the
undivided beneficial interests in the assets of such trust that rank pari passu
with the Trust Preferred Securities issued by such trust; provided, that if a
Default has occurred and is continuing, the rights of holders of such Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of such Trust
Preferred Securities.

      "COMMON SECURITIES GUARANTEE" means, with respect to a GW Capital Trust,
the Guarantee of the Guarantor that operates directly or indirectly for the
benefit of holders of the Common Securities of such trust.

      "CORPORATE TRUST OFFICE" means the office of the Indenture Trustee at
which the corporate trust business of the Indenture Trustee shall, at any
particular time, be principally administered, which office is, at the date as of
which this Indenture is dated, located in Wilmington, Delaware.

      "COUPON" means any interest coupon appertaining to a Security.

      "COVENANT DEFEASANCE" shall have the meaning set forth in Section
10.01(c).

      "DEFAULT" shall have the meaning set forth in Section 5.06.

      "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.03 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Registered Global
Securities of that series.

      "DIRECT ACTION" means a legal proceeding instituted by a holder of the
Trust Preferred Securities of a GW Capital Trust directly against the Issuer for
the enforcement of payment to such holder of any amounts payable in respect of
the Securities held by such trust having a principal amount equal to the
aggregate liquidation amount of the Trust Preferred Securities held by such
holder if an Event of Default or a Default has occurred and is continuing and
such event is attributable to the failure of the Issuer to pay any amounts
payable in respect of such Securities on the date such amounts are otherwise
payable (in accordance with the terms hereof and thereof).

      "DOLLAR" means the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.

      "EXISTING JUNIOR SUBORDINATED DEBENTURES" means the Floating Rate Junior
Subordinated Debentures due 2035 issued by the Issuer under the 2005 Junior
Subordinated Indenture.

                                       3


      "EVENT OF DEFAULT" means any event or condition specified as such in
Section 5.01.

      "FOREIGN CURRENCY" means a currency issued by the government of a country
other than the United States (or any currency unit comprised of any such
currencies).

      "GUARANTOR" means the Issuer in its capacity as guarantor under any Trust
Securities Guarantee.

      "GW CAPITAL TRUST" means GW Capital Trust II, a Delaware statutory trust,
or any permitted successor thereto, or any substantially similar Delaware
statutory trust sponsored by the Issuer, or any permitted successor thereto.

      "HOLDER", "HOLDER OF SECURITIES", "SECURITYHOLDER" or other similar terms
mean (a) in the case of any Registered Security, the Person in whose name such
Security is registered in the security register kept by the Issuer for that
purpose in accordance with the terms hereof, and (b) in the case of any
Unregistered Security, the bearer of such Security, or any Coupon appertaining
thereto, as the case may be.

      "INDENTURE" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

      "INDENTURE TRUSTEE" means the Person identified as "INDENTURE TRUSTEE" in
the first paragraph hereof and, subject to the provisions of Article 6, shall
also include any successor trustee. "INDENTURE TRUSTEE" shall also mean or
include each Person who is then an indenture trustee hereunder and if at any
time there is more than one such Person, "INDENTURE TRUSTEE" as used with
respect to the Securities of any series shall mean the indenture trustee with
respect to the Securities of such series.

      "INTEREST" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

      "ISSUER" means (except as otherwise provided in Article 6) Great Wolf
Resorts, Inc., a Delaware corporation, and, subject to Article 9, its successors
and assigns.

      "ISSUER ORDER" means a written statement, request or order of the Issuer
signed in its name by any one of the following: the Chairman of the Board, the
Chief Executive Officer, the President, an Executive Vice President, the Chief
Financial Officer, the General Counsel, or the Treasurer, or any other person
authorized by the Board of Directors to execute any such written statement,
request or order.

      "JUDGMENT CURRENCY" shall have the meaning set forth in Section 11.12.

                                       4


      "OFFICER'S CERTIFICATE" means a certificate (i) signed by any one of the
following: the Chairman of the Board, the Chief Executive Officer, the
President, an Executive Vice President, the Chief Financial Officer, the General
Counsel, or the Treasurer, or any other person authorized by the Board of
Directors to execute any such certificate and (ii) delivered to the Indenture
Trustee. Each such certificate shall comply with Section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in Section 11.05.

      "OPINION OF COUNSEL" means an opinion or opinions in writing signed by
legal counsel who may be an employee of or counsel to the Issuer and who shall
be satisfactory to the Indenture Trustee. Each such opinion shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 11.05.

      "ORIGINAL ISSUE DATE" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

      "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.

      "OUTSTANDING" when used with reference to Securities, shall, subject to
the provisions of Section 7.04, mean, as of any particular time, all Securities
authenticated and delivered by the Indenture Trustee under this Indenture,
except

      (a) Securities theretofore cancelled by the Indenture Trustee or delivered
to the Indenture Trustee for cancellation;

      (b) Securities, or portions thereof, for the payment or redemption of
which moneys or U.S. Government Obligations (as provided for in Section 10.01)
in the necessary amount shall have been deposited in trust with the Indenture
Trustee or with any paying agent (other than the Issuer) or shall have been set
aside, segregated and held in trust by the Issuer for the Holders of such
Securities (if the Issuer shall act as its own paying agent), provided that if
such Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Indenture Trustee shall have been made for giving
such notice; and

      (c) Securities which shall have been paid or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.09 (except with respect to any such Security as to which
proof satisfactory to the Indenture Trustee is presented that such Security is
held by a person in whose hands such Security is a legal, valid and binding
obligation of the Issuer).

                                       5


      In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.01.

      "PERIODIC OFFERING" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest, if any, thereon, the stated maturity or
maturities thereof and the redemption provisions, if any, with respect thereto,
are to be determined by the Issuer or its agents upon the issuance of such
Securities.

      "PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

      "PRINCIPAL" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any".

      "RECORD DATE" shall have the meaning set forth in Section 2.07.

      "REDEMPTION NOTICE PERIOD" shall have the meaning set forth in Section
12.02.

      "REGISTERED GLOBAL SECURITY" means a Security evidencing all or a part of
a series of Registered Securities, issued to the Depositary for such series in
accordance with Section 2.04, and bearing the legend prescribed in Section 2.04.

      "REGISTERED SECURITY" means any Security registered on the Security
register of the Issuer.

      "REQUIRED CURRENCY" shall have the meaning set forth in Section 11.12.

      "RESPONSIBLE OFFICER" when used with respect to the Indenture Trustee
means the chairman of the board of directors, any vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the executive
committee, any vice chairman of the executive committee, the president, any vice
president, (whether or not designated by numbers or words added before or after
the title "vice president") the cashier, the secretary, the treasurer, any trust
officer, any assistant trust officer, any assistant vice president, any
assistant cashier, any assistant secretary, any assistant treasurer, any
financial services officer, or any other officer or assistant officer of the
Indenture Trustee customarily performing functions similar to those performed by
the persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and familiarity
with the particular subject.

                                       6


      "SECURITIES ACT OF 1933" means the Securities Act of 1933, as amended, and
the rules of the Commission relating thereto.

      "SECURITIES EXCHANGE ACT OF 1934" means the Securities Exchange Act of
1934, as amended, and the rules of the Commission relating thereto.

      "SECURITY" or "SECURITIES" has the meaning stated in the first recital of
this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.

      "SENIOR INDEBTEDNESS" means (i) obligations (other than non-recourse
obligations, the Securities, the Existing Junior Subordinated Debentures or any
other obligations specifically designated as being subordinate in right of
payment to Senior Indebtedness) of, or guaranteed or assumed by, the Issuer for
borrowed money or evidenced by bonds, debentures, notes or similar instruments,
and amendments, renewals, extensions, modifications and refundings of any of
such indebtedness or of such obligations, (ii) capitalized lease obligations of
the Issuer, (iii) obligations of the Issuer issued or assumed as the deferred
purchase price of property, (iv) obligations of the Issuer in respect of
interest rate, foreign exchange rate and commodity forward contracts, options
and swaps and similar arrangements and (v) all obligations of the type referred
to in clauses (i) through (iv) of other Persons which the Issuer has guaranteed
or is responsible or liable for as obligor or otherwise.

      "TRUST AGREEMENT" means, with respect to a GW Capital Trust, the Amended
and Restated Declaration of Trust of such trust.

      "TRUST INDENTURE ACT OF 1939" means the Trust Indenture Act of 1939, as
amended, and the rules of the Commission relating thereto.

      "TRUST PREFERRED SECURITIES" means, with respect to a GW Capital Trust,
the undivided beneficial interests in the assets of such trust that rank pari
passu with the Common Securities issued by such trust; provided, that if a
Default has occurred and is continuing, the rights of holders of such Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of such Trust
Preferred Securities.

      "TRUST PREFERRED SECURITIES GUARANTEE" means, with respect to a GW Capital
Trust, any Guarantee that the Guarantor enters into with Wilmington Trust
Company or any other Person that operates directly or indirectly for the benefit
of holders of the Trust Preferred Securities of such trust.

      "TRUST SECURITIES" means, with respect to a GW Capital Trust, the Common
Securities and the Trust Preferred Securities issued by such trust.

                                       7


      "TRUST SECURITIES GUARANTEE" means, with respect to a GW Capital Trust,
the Common Securities Guarantee and the Trust Preferred Securities Guarantee
covering the Common Securities and the Trust Preferred Securities, respectively,
of such trust.

      "UNREGISTERED SECURITY" means any Security other than a Registered
Security.

      "U.S. GOVERNMENT OBLIGATIONS" shall have the meaning set forth in Section
10.01(a).

      "YIELD TO MATURITY" means the yield to maturity on a series of securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.

                                   ARTICLE 2
                                   SECURITIES

      Section 2.01. Forms Generally. The Securities of each series and the
Coupons, if any, to be attached thereto shall be substantially in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to rather than set forth in a Board Resolution, an
Officer's Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons.

      The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities and
Coupons, if any, as evidenced by their execution of such Securities and Coupons,
if any.

      Section 2.02. Form of Indenture Trustee's Certificate of Authentication.
The Indenture Trustee's certificate of authentication on all Securities shall be
in substantially the following form:

            "This is one of the Securities referred to in the within-mentioned
            Junior Subordinated Indenture.

                                       8


                                       ____________________________________
                                          as Indenture Trustee

Dated:                                 By:
        __________________________         ________________________________
                                                 Authorized Signatory

      If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Indenture Trustee's Certificate of
Authentication to be borne by the Securities of each such series shall be
substantially as follows:

            "This is one of the Securities referred to in the within-mentioned
            Junior Subordinated Indenture.

                                       ____________________________________
                                          as Authenticating Agent

Dated:                                 By:
        __________________________         ________________________________
                                                 Authorized Signatory

      Section 2.03 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

      The Securities may be issued in one or more series and the Securities of
each such series shall rank equally and pari passu with the Securities of each
other series, but all Securities issued hereunder shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in Article
13, to all Senior Indebtedness of the Issuer. There shall be established in or
pursuant to one or more Board Resolutions (and, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officer's
Certificate detailing such establishment) or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series,

      (a) the designation of the Securities of the series, which shall
distinguish the Securities of the series from the Securities of all other
series;

      (b) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of, transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section
2.08, 2.09, 2.11, 8.05 or 12.03);

      (c) if other than Dollars, the coin or currency in which the Securities of
that series are denominated (including, but not limited to, any Foreign
Currency);

      (d) the date or dates on which the principal of the Securities of the
series is payable and any provisions for the advancement of any such date;

                                       9


      (e) the rate or rates at which the Securities of the series shall bear
interest, if any, the rate or rates and extent to which Additional Interest, if
any, shall be payable in respect of any Securities of such series, the date or
dates from which such interest shall accrue, on which such interest shall be
payable and (in the case of Registered Securities) on which a record shall be
taken for the determination of Holders to whom interest is payable and/or the
method by which such rate or rates or date or dates shall be determined;

      (f) the place or places where the principal of and any interest on
Securities of the series shall be payable (if other than as provided in Section
3.02), the place or places where the Securities of the series may be presented
for registration of transfer or exchange and the place or places where notices
and demands to or upon the Issuer in respect of the Securities of the series may
be made;

      (g) any provisions relating to the deferral of interest payments on the
Securities of the series at the option of the Issuer or otherwise;

      (h) the right, if any, of the Issuer to redeem Securities of the series,
in whole or in part, at its option and the period or periods within which, the
price or prices at which and any terms and conditions, including the Redemption
Notice Period, upon which Securities of the series may be so redeemed, pursuant
to any sinking fund or otherwise;

      (i) the obligation, if any, of the Issuer to redeem, purchase or repay
Securities of the series pursuant to any mandatory redemption, sinking fund or
analogous provisions or at the option of a Holder thereof and the price or
prices at which, the period or periods within which and any terms and conditions
upon which Securities of the series shall be redeemed, purchased or repaid, in
whole or in part, pursuant to such obligation;

      (j) any securities exchange or quotation system on which the Securities of
the series may be listed or quoted, as applicable;

      (k) if other than denominations of $25 and any integral multiple thereof,
the denominations in which Securities of the series shall be issuable;

      (l) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof;

      (m) if other than the coin or currency in which the Securities of that
series are denominated, the coin or currency in which payment of the principal
of or interest on the Securities of such series shall be payable;

      (n) if the Securities of a series may be converted into or exchanged for
stock or other securities of the Issuer or other entities, the terms upon which
such series may be converted or exchanged, any specific terms relating to the
adjustment thereof and the period during which such Securities may be so
converted or exchanged;

                                       10


      (o) if the principal of or interest on the Securities of such series are
to be payable, at the election of the Issuer or a Holder thereof, in a coin or
currency other than that in which the Securities are denominated, the period or
periods within which, and the terms and conditions upon which, such election may
be made;

      (p) if the amount of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based on a
coin or currency other than that in which the Securities of the series are
denominated, the manner in which such amounts shall be determined;

      (q) whether the Securities of the series will be issuable as Registered
Securities (and if so, whether such Securities will be issuable as Registered
Global Securities) or Unregistered Securities (with or without Coupons), or any
combination of the foregoing, any restrictions applicable to the offer, sale or
delivery of Unregistered Securities or the payment of interest thereon and, if
other than as provided in Section 2.08. the terms upon which Unregistered
Securities of any series may be exchanged for Registered Securities of such
series and vice versa;

      (r) whether and under what circumstances the Issuer will pay any
additional amounts ("ADDITIONAL SUMS") on the Securities of the series held by a
person who is not a U.S. person or held in a GW Capital Trust in respect of any
tax, assessment or governmental charge withheld or deducted and, if so, whether
the Issuer will have the option to redeem such Securities rather than pay such
Additional Sums;

      (s) if the Securities of such series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

      (t) any trustees, depositaries, authenticating or paying agents, transfer
agents or registrars or any other agents with respect to the Securities of such
series;

      (u) any additions, modifications or deletions in the Defaults, Events of
Default or covenants of the Issuer set forth herein with respect to the
Securities of such series; and

      (v) any other terms of the series.

      The Board Resolutions, supplemental indenture or Officer's Certificate
establishing the terms of a series of Securities hereunder shall, for all
purposes, be considered a part of this Indenture and shall be deemed to be
incorporated by reference in it. For purposes of this Indenture, references to a
"INDENTURE" shall also mean an Officer's Certificate or Board Resolutions, as
the case may be.

      All Securities of any one series and Coupons, if any, appertaining
thereto, shall be substantially identical, except in the case of Registered
Securities as to denomination and

                                       11


except as may otherwise be provided by or pursuant to the Board Resolution or
Officer's Certificate referred to above or as set forth in any such indenture
supplemental hereto. All Securities of any one series need not be issued at the
same time and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to such Board Resolution, such
Officer's Certificate or in any such indenture supplemental hereto.

      Section 2.04 Authentication and Delivery of Securities. The Issuer may
deliver Securities of any series having attached thereto appropriate Coupons, if
any, executed by the Issuer to the Indenture Trustee for authentication together
with the applicable documents referred to below in this Section, the Indenture
Trustee shall thereupon authenticate and deliver such Securities to or upon the
order of the Issuer (contained in the Issuer Order referred to below in this
Section) or pursuant to such procedures acceptable to the Indenture Trustee and
to such recipients as may be specified from time to time by an Issuer Order. The
maturity date, original issue date, interest rate and any other terms of the
Securities of such series and Coupons, if any, appertaining thereto (including
Redemption Notice Periods) shall be determined by or pursuant to such Issuer
Order and procedures. If provided for in such procedures, such Issuer Order may
authorize authentication and delivery pursuant to oral instructions from the
Issuer or its duly authorized agent, which instructions shall be promptly
confirmed in writing. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Indenture Trustee shall be entitled to receive (in the case of subparagraphs
(b), (c) and (d) below only at or before the time of the first request of the
Issuer to the Indenture Trustee to authenticate Securities of such series) and
(subject to Section 6.01) shall be fully protected in relying upon, unless and
until such documents have been superceded or revoked:

      (a) an Issuer Order requesting such authentication and setting forth
delivery instructions if the Securities and Coupons, if any, are not to be
delivered to the Issuer, provided that, with respect to Securities of a series
subject to a Periodic Offering, (i) such Issuer Order may be delivered by the
Issuer to the Indenture Trustee prior to the delivery to the Indenture Trustee
of such Securities for authentication and delivery, (ii) the Indenture Trustee
shall authenticate and deliver Securities of such series for original issue from
time to time, in an aggregate principal amount not exceeding the aggregate
principal amount established for such series, pursuant to an Issuer Order or
pursuant to procedures acceptable to the Indenture Trustee as may be specified
from time to time by an Issuer Order, (iii) the maturity date or dates, original
issue date or dates, interest rate or rates and any other terms of Securities of
such series (including Redemption Notice Periods) shall be determined by an
Issuer Order or pursuant to such procedures and (iv) if provided for in such
procedures, such Issuer Order may authorize authentication and delivery pursuant
to oral or electronic instructions from the Issuer or its duly authorized agent
or agents, which oral instructions shall be promptly confirmed in writing;

                                       12


      (b) any Board Resolution, Officer's Certificate and/or executed
supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to
which the forms and terms of the Securities and Coupons, if any, were
established;

      (c) an Officer's Certificate setting forth the form or forms and terms of
the Securities and Coupons, if any, stating that the form or forms and terms of
the Securities and Coupons, if any, have been established pursuant to Sections
2.01 and 2.03 and comply with this Indenture, and covering such other matters as
the Indenture Trustee may reasonably request; and

      (d) at the option of the Issuer, either an Opinion of Counsel, or a letter
addressed to the Trustee permitting it to rely on an Opinion of Counsel,
substantially to the effect that:

            (i) the forms of the Securities and Coupons, if any, have been duly
      authorized and established in conformity with the terms of this Indenture;

            (ii) in the case of an underwritten offering, the terms of the
      Securities have been duly authorized and established in conformity with
      the terms of this Indenture, and, in the case of an offering that is not
      underwritten, certain terms of the Securities have been established
      pursuant to a Board Resolution, an Officer's Certificate or a supplemental
      indenture in accordance with the terms of this Indenture, and when such
      other terms as are to be established pursuant to procedures set forth in
      an Issuer Order shall have been established, all such terms will have been
      duly authorized by the Issuer and will have been established in conformity
      with the terms of this Indenture;

            (iii) when the Securities and Coupons, if any, have been executed by
      the Issuer and authenticated by the Trustee in accordance with the
      provisions of this Indenture and delivered to and duly paid for by the
      purchasers thereof, they will have been duly issued under this Indenture
      and will be valid and binding obligations of the Issuer, enforceable
      against the Issuer in accordance with their respective terms, and will be
      entitled to the benefits of this Indenture;

            (iv) no consent, approval, authorization, order, registration or
     qualification of or with any federal, New York or Wisconsin governmental
     agency or body or any Delaware governmental agency or body acting pursuant
     to the Delaware General Corporation Law, or, to such counsel's knowledge,
     any federal, New York or Wisconsin court or any Delaware court acting
     pursuant to the Delaware General Corporation Law is required for the
     issuance or sale of the Securities and Coupons, if any, by the Issuer; and

            (v) the issuance and sale of the Securities and Coupons, if any, by
      the Issuer will not breach or result in a default under, (a) any
      indenture, mortgage, deed of trust, loan agreement or other agreement or
      instrument identified on an attached schedule furnished to such counsel by
      the Issuer and which the Issuer

                                       13


      has represented lists all material agreements and instruments to which it
      or any of its subsidiaries is a party or by which the Issuer or any of its
      subsidiaries is bound or to which any of the property or assets of the
      Issuer or any of its subsidiaries is subject, (b) the certificate of
      incorporation or by-laws of the Issuer or (c) any federal, New York or
      Wisconsin statute or the Delaware General Corporation Law or any rule or
      regulation that has been issued pursuant to any federal, New York or
      Wisconsin statute or the Delaware General Corporation Law or any order
      known to us issued pursuant to any federal, New York or Wisconsin statute
      or the Delaware General Corporation Law by any court or governmental
      agency or body having jurisdiction over the Issuer or any of its
      subsidiaries or any of their properties, except, in the case of clauses
      (a) and (c), as would not, individually or in the aggregate, have a
      material adverse effect.

      In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws of general applicability affecting the rights and remedies of creditors and
is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Such counsel
may rely, as to all matters governed by the laws of jurisdictions other than the
State of New York and the federal law of the United States, upon opinions of
other counsel (copies of which shall be delivered to the Trustee), who shall be
counsel reasonably satisfactory to the Trustee, in which case the opinion shall
state that such counsel believes he and the Trustee are entitled so to rely.
Such counsel may also state that, insofar as such opinion involves factual
matters, he has relied, to the extent he deems proper, upon certificates of
officers of the Issuer and its subsidiaries and certificates of public
officials.

      The Indenture Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Indenture Trustee, being
advised by counsel, determines that such action may not lawfully be taken by the
Issuer or if the Indenture Trustee in good faith by its board of directors or
board of trustees, executive committee, or a trust committee of directors or
trustees or Responsible Officers shall determine that such action would expose
the Indenture Trustee to personal liability to existing Holders or would affect
the Indenture Trustee's own rights, duties or immunities under the Securities,
this Indenture or otherwise.

      If the Issuer shall establish pursuant to Section 2.03 that the Securities
of a series are to be issued in the form of one or more Registered Global
Securities, then the Issuer shall execute and the Indenture Trustee shall, in
accordance with this Section and the Issuer Order with respect to such series,
authenticate and deliver one or more Registered Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series issued and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Registered
Global Security or Securities or the nominee of such Depositary, (iii) shall be
delivered by the Indenture Trustee to such Depositary or pursuant to such
Depositary's instructions

                                       14


and (iv) shall bear a legend substantially to the following effect: "Unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary."

      Each Depositary designated pursuant to Section 2.03 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

      Section 2.05. Execution of Securities. The Securities and, if applicable,
each Coupon appertaining thereto shall be signed on behalf of the Issuer by one
of the following: the Chairman of the Board, the Chief Executive Officer, the
President, an Executive Vice President, the Chief Financial Officer, the General
Counsel or the Treasurer, or any other person authorized by the Board of
Directors to execute Securities or, if applicable, Coupons, which Securities or
Coupons may, but need not, be attested. Such signatures may be the manual or
facsimile signatures of the present or any future such officers. Minor errors or
defects in any such reproduction of any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

      In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Indenture Trustee or
disposed of by the Issuer, such Security or Coupon nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Security or Coupon had not ceased to be such officer of the Issuer; and any
Security or Coupon may be signed on behalf of the Issuer by such persons as, at
the actual date of the execution of such Security or Coupon, shall be the proper
officers of the Issuer, although at the date of the execution and delivery of
this Indenture any such person was not such an officer.

      Section 2.06. Certificate of Authentication. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Indenture Trustee by the manual signature
of one of its authorized officers, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled
to the benefits of this Indenture or shall be valid and obligatory for any
purpose until the certificate of authentication on the Security to which such
Coupon appertains shall have been duly executed by the Indenture Trustee. The
execution of such certificate by the Indenture Trustee upon any Security
executed by the Issuer shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.

                                       15


      Section 2.07. Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by Section
2.03 or, with respect to the Registered Securities of any series, if not so
established, in denominations of $1,000 and any integral multiple thereof. If
denominations of Unregistered Securities of any series are not so established,
such Securities shall be issuable in denominations of $1,000 and $5,000. The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Indenture Trustee, as
evidenced by the execution and authentication thereof.

      Each Registered Security shall be dated the date of its authentication.
Each Unregistered Security shall be dated as provided in the resolution or
resolutions of the Board of Directors of the Issuer referred to in Section 2.03.
The Securities of each series shall bear interest, if any, from the date, and
such interest shall be payable on the dates, established as contemplated by
Section 2.03.

      The Person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such interest payment date for such series, in which case such
defaulted interest shall be paid to the Persons in whose names Outstanding
Registered Securities for such series are registered at the close of business on
a subsequent record date (which shall be not less than five Business Days prior
to the date of payment of such defaulted interest) established by notice given
by mail by or on behalf of the Issuer to the Holders of Registered Securities
not less than 15 days preceding such subsequent record date. The term "RECORD
DATE" as used with respect to any interest payment date (except a date for
payment of defaulted interest) for the Securities of any series shall mean the
date specified as such in the terms of the Registered Securities of such series
established as contemplated by Section 2.03, or, if no such date is so
established, the 15th calendar day, whether or not a Business Day, before the
applicable payment date.

      Section 2.08 Registration, Transfer and Exchange. The Issuer will keep at
each office or agency to be maintained for the purpose as provided in Section
3.02 for each series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will provide for the
registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series. Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Indenture Trustee.

                                       16


      Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.02, the Issuer shall execute and the Indenture
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered Securities of the same
series, maturity date, interest rate and original issue date in authorized
denominations for a like aggregate principal amount.

      Unregistered Securities (except for any temporary global Unregistered
Securities) and Coupons (except for Coupons attached to any temporary global
Unregistered Securities) shall be transferable by delivery.

      At the option of the Holder thereof, Registered Securities of any series
(other than a Registered Global Security, except as set forth below) may be
exchanged for a Registered Security or Registered Securities of such series
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.02
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. If the Securities of any series are issued in both registered and
unregistered form, except as otherwise specified pursuant to Section 2.03, at
the option of the Holder thereof, Unregistered Securities of any series may be
exchanged for Registered Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Issuer that shall
be maintained for such purpose in accordance with Section 3.02, with, in the
case of Unregistered Securities that have Coupons attached, all unmatured
Coupons and all matured Coupons in default thereto appertaining, and upon
payment, if the Issuer shall so require, of the charges hereinafter provided. At
the option of the Holder thereof, if Unregistered Securities of any series,
maturity date, interest rate and original issue date are issued in more than one
authorized denomination, except as otherwise specified pursuant to Section 2.03,
such Unregistered Securities may be exchanged for Unregistered Securities of
such series having authorized denominations and an equal aggregate principal
amount, upon surrender of such Unregistered Securities to be exchanged at the
agency of the Issuer that shall be maintained for such purpose in accordance
with Section 3.02 or as specified pursuant to Section 2.03 with, in the case of
Unregistered Securities that have Coupons attached, all unmatured Coupons and
all matured Coupons in default thereto appertaining, and upon payment, if the
Issuer shall so require, of the charges hereinafter provided. Unless otherwise
specified pursuant to Section 2.03, Registered Securities of any series may not
be exchanged for Unregistered Securities of such series. Whenever any Securities
are so surrendered for exchange, the Issuer shall execute, and the Indenture
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. All Securities and Coupons surrendered upon
any exchange or transfer provided for in this Indenture shall be promptly
cancelled and disposed of by the Indenture Trustee and the Indenture Trustee
will deliver a certificate of disposition thereof to the Issuer.

                                       17


      All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Indenture Trustee) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Issuer and the
Indenture Trustee duly executed by the Holder or his attorney duly authorized in
writing.

      The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.

      The Issuer shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of such series to be redeemed or
(b) any Securities selected, called or being called for redemption, in whole or
in part, except, in the case of any Security to be redeemed in part, the portion
thereof not so to be redeemed.

      Notwithstanding any other provision of this Section 2.08, unless and until
it is exchanged in whole or in part for Securities in definitive registered
form, a Registered Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

      If at any time the Depositary for any Registered Securities of a series
represented by one or more Registered Global Securities notifies the Issuer that
it is unwilling or unable to continue as Depositary for such Registered
Securities or if at any time the Depositary for such Registered Securities shall
no longer be eligible under Section 2.04, the Issuer shall appoint a successor
Depositary eligible under Section 2.04 with respect to such Registered
Securities. If a successor Depositary eligible under Section 2.04 for such
Registered Securities is not appointed by the Issuer within 90 days after the
Issuer receives such notice or becomes aware of such ineligibility, the Issuer's
election pursuant to Section 2.03 that such Registered Securities be represented
by one or more Registered Global Securities shall no longer be effective and the
Issuer will execute, and the Indenture Trustee, upon receipt of an Officer's
Certificate for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Registered
Global Security or Securities representing such Registered Securities in
exchange for such Registered Global Security or Securities.

      The Issuer may at any time and in its sole discretion determine that the
Registered Securities of any series issued in the form of one or more Registered
Global Securities shall no longer be represented by a Registered Global Security
or Securities. In such

                                       18


event the Issuer will execute, and the Indenture Trustee, upon receipt of an
Officer's Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such Registered
Securities, in exchange for such Registered Global Security or Securities.

      If specified by the Issuer pursuant to Section 2.03 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of the same series in definitive
registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Indenture Trustee shall
authenticate and deliver, without service charge,

      (a) to the Person specified by such Depositary a new Registered Security
or Securities of the same series, of any authorized denominations as requested
by such Person, in an aggregate principal amount equal to and in exchange for
such Person's beneficial interest in the Registered Global Security; and

      (b) to such Depositary a new Registered Global Security in a denomination
equal to the difference, if any, between the principal amount of the surrendered
Registered Global Security and the aggregate principal amount of Registered
Securities authenticated and delivered pursuant to clause (a) above.

      Upon the exchange of a Registered Global Security for Securities in
definitive registered form without coupons, in authorized denominations, such
Registered Global Security shall be cancelled by the Indenture Trustee or an
agent of the Issuer or the Indenture Trustee. Securities in definitive
registered form without coupons issued in exchange for a Registered Global
Security pursuant to this Section 2.08 shall be registered in such names and in
such authorized denominations as the Depositary for such Registered Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Indenture Trustee or an agent of the Issuer or the
Indenture Trustee. The Indenture Trustee or such agent shall deliver such
Securities to or as directed by the Persons in whose names such Securities are
so registered.

      All Securities issued upon any transfer or exchange of Securities shall be
valid obligations of the Issuer, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.

      Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Indenture Trustee or any
agent of the Issuer or the Indenture Trustee (any of which, other than the
Issuer, shall rely on an Officer's Certificate and an Opinion of Counsel) shall
be required to exchange any Unregistered Security for a Registered Security if
such exchange would result in adverse Federal income tax consequences to the
Issuer (such as, for example, the inability of the Issuer to

                                       19


deduct from its income, as computed for Federal income tax purposes, the
interest payable on the Unregistered Securities) under then applicable United
States Federal income tax laws.

      Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security or any Coupon appertaining to any
Security shall become mutilated, defaced or be destroyed, lost or stolen, the
Issuer in its discretion may execute, and upon the written request of any
officer of the Issuer, the Indenture Trustee shall authenticate and deliver a
new Security of the same series, maturity date, interest rate and original issue
date, bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security,
or in lieu of and in substitution for the Security so destroyed, lost or stolen
with Coupons corresponding to the Coupons appertaining to the Securities so
mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution
for the Security to which such mutilated, defaced, destroyed, lost or stolen
Coupon appertained, with Coupons appertaining thereto corresponding to the
Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the
applicant for a substitute Security or Coupon shall furnish to the Issuer and to
the Indenture Trustee and any agent of the Issuer or the Indenture Trustee such
security or indemnity as may be required by them to indemnify and defend and to
save each of them harmless and, in every case of destruction, loss or theft,
evidence to their satisfaction of the destruction, loss or theft of such
Security or Coupon and of the ownership thereof and in the case of mutilation or
defacement shall surrender the Security and related Coupons to the Indenture
Trustee or such agent.

      Upon the issuance of any substitute Security or Coupon, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Indenture Trustee or its agent) connected
therewith. In case any Security or Coupon which has matured or is about to
mature or has been called for redemption in full shall become mutilated or
defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a
substitute Security, pay or authorize the payment of the same or the relevant
Coupon (without surrender thereof except in the case of a mutilated or defaced
Security or Coupon), if the applicant for such payment shall furnish to the
Issuer and to the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee such security or indemnity as any of them may require to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Issuer and the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security or Coupon and of the ownership
thereof.

      Every substitute Security or Coupon of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with

                                       20


any and all other Securities or Coupons of such series duly authenticated and
delivered hereunder. All Securities and Coupons shall be held and owned upon the
express condition that, to the extent permitted by law, the foregoing provisions
are exclusive with respect to the replacement or payment of mutilated, defaced
or destroyed, lost or stolen Securities and Coupons and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

      Section 2.10. Cancellation of Securities; Disposition Thereof. All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Indenture Trustee or any agent of the Indenture Trustee, shall be delivered
to the Indenture Trustee or its agent for cancellation or, if surrendered to the
Indenture Trustee, shall be cancelled by it; and no Securities or Coupons shall
be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. The Indenture Trustee or its agent shall return such
cancelled Securities and Coupons held by it to the Issuer. If the Issuer or its
agent shall acquire any of the Securities or Coupons, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities or Coupons unless and until the same are delivered to the Indenture
Trustee or its agent for cancellation.

      Section 2.11. Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Indenture Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Indenture Trustee). Temporary Securities of any series shall
be issuable as Registered Securities without coupons, or as Unregistered
Securities with or without coupons attached thereto, of any authorized
denomination, and substantially in the form of the definitive Securities of such
series but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Issuer with the
concurrence of the Indenture Trustee as evidenced by the execution and
authentication thereof. Temporary Securities may contain such references to any
provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Issuer and be authenticated by the Indenture Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Registered Securities of such series may be surrendered in
exchange therefor without charge at each office or agency to be maintained by
the Issuer for that purpose pursuant to Section 3.02 and, in the case of
Unregistered Securities, at any agency maintained by the Issuer for such purpose
as specified pursuant to Section 2.03, and the Indenture Trustee shall
authenticate and deliver in exchange for such temporary Securities of such
series an equal aggregate principal amount of definitive Securities of the same
series having authorized denominations and, in the case of Unregistered

                                       21


Securities, having attached thereto any appropriate Coupons. Until so exchanged,
the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series, unless otherwise
established pursuant to Section 2.03. The provisions of this Section are subject
to any restrictions or limitations on the issue and delivery of temporary
Unregistered Securities of any series that may be established pursuant to
Section 2.03 (including any provision that Unregistered Securities of such
series initially be issued in the form of a single global Unregistered Security
to be delivered to a depositary or agency located outside the United States and
the procedures pursuant to which definitive or global Unregistered Securities of
such series would be issued in exchange for such temporary global Unregistered
Security).

                                   ARTICLE 3
                             COVENANTS OF THE ISSUER

      Section 3.01. Payment of Principal and Interest. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in the
Coupons, if any, appertaining thereto and in this Indenture. The interest on
Securities with Coupons attached (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. If any temporary Unregistered
Security provides that interest thereon may be paid while such Security is in
temporary form, the interest on any such temporary Unregistered Security
(together with any additional amounts payable pursuant to the terms of such
Security) shall be paid, as to the installments of interest evidenced by Coupons
attached thereto, if any, only upon presentation and surrender thereof, and, as
to the other installments of interest, if any, only upon presentation of such
Securities for notation thereon of the payment of such interest, in each case
subject to any restrictions that may be established pursuant to Section 2.03.
The interest on Registered Securities (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only to or
upon the written order of the Holders thereof and, at the option of the Issuer,
may be paid by wire transfer or by mailing checks for such interest payable to
or upon the written order of such Holders at their last addresses as they appear
on the registry books of the Issuer; provided, however, that, if the Securities
of such series are held by a GW Capital Trust or a trustee of such trust and a
holder of a Trust Preferred Security of such trust brings a successful Direct
Action with respect to any interest payable on such Securities, such interest
will be payable directly to such holder. In such event, the Issuer will have the
right to set-off such payment to such holder against its obligation to pay
interest on such Securities to such GW Capital Trust.

      Section 3.02 . Offices for Payments, etc. So long as any Registered
Securities are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer

                                       22


will maintain in Wilmington, Delaware, an office or agency where the Registered
Securities of each series may be presented for payment, where the Securities of
each series may be presented for exchange as is provided in this Indenture and,
if applicable, pursuant to Section 2.03 and where the Registered Securities of
each series may be presented for registration of transfer as in this Indenture
provided.

      The Issuer initially appoints the Corporate Trust Office of the Indenture
Trustee in Wilmington, Delaware, as its agency for the foregoing purposes. The
Issuer may subsequently appoint a different office or agency of the Issuer in
Wilmington, Delaware. The Issuer further initially appoints the Indenture
Trustee at said Corporate Trust Office as Security registrar for each series of
Securities. The Issuer will have the right to remove and replace from time to
time the Security registrar for any series of Securities; provided that no such
removal or replacement will be effective until a successor Security registrar
with respect to such series of Securities has been appointed by the Issuer and
has accepted such appointment.

      The Issuer will maintain in Wilmington, Delaware, an office or agency
where notices and demands to or upon the Issuer in respect of the Securities of
any series, the Coupons appertaining thereto or this Indenture may be served.

      The Issuer will give to the Indenture Trustee written notice of the
location of each such office or agency and of any change of location thereof. In
case the Issuer shall fail to maintain any agency required by this Section to be
located in Wilmington, Delaware, or shall fail to give such notice of the
location or of any change in the location of any of the above agencies,
presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Indenture Trustee.

      The Issuer may from time to time designate one or more additional offices
or agencies where the Securities of a series and any Coupons appertaining
thereto may be presented for payment, where the Securities of that series may be
presented for exchange as provided in this Indenture and pursuant to Section
2.03 and where the Registered Securities of that series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may from
time to time rescind any such designation, as the Issuer may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
any manner relieve the Issuer of its obligation to maintain the agencies
provided for in this Section. The Issuer will give to the Indenture Trustee
prompt written notice of any such designation or rescission thereof.

      Section 3.03. Appointment to Fill a Vacancy in Office of Indenture
Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office
of Indenture Trustee, will appoint, in the manner provided in Section 6.10, an
Indenture Trustee, so that there shall at all times be an Indenture Trustee with
respect to each series of Securities hereunder.

                                       23


      Section 3.04. Paying Agents. Whenever the Issuer shall appoint a paying
agent other than the Indenture Trustee with respect to the Securities of any
series, it will cause such paying agent to execute and deliver to the Indenture
Trustee an instrument in which such agent shall agree with the Indenture
Trustee, subject to the provisions of this Section,

      (a) that it will hold all sums received by it as such agent for the
payment of the principal of or interest on the Securities of such series
(whether such sums have been paid to it by the Issuer or by any other obligor on
the Securities of such series) in trust for the benefit of the Holders of the
Securities of such series, or Coupons appertaining thereto, if any, or of the
Indenture Trustee,

      (b) that it will give the Indenture Trustee notice of any failure by the
Issuer (or by any other obligor on the Securities of such series) to make any
payment of the principal of or interest on the Securities of such series when
the same shall be due and payable, and

      (c) that it will pay any such sums so held in trust by it to the Indenture
Trustee upon the Indenture Trustee's written request at any time during the
continuance of the failure referred to in clause (b) above.

      The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a sum
sufficient to pay such principal or interest so becoming due, and (unless such
paying agent is the Indenture Trustee) the Issuer will promptly notify the
Indenture Trustee of any failure to take such action.

      If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the Holders of the Securities of such series or the
Coupons appertaining thereto a sum sufficient to pay such principal or interest
so becoming due. The Issuer will promptly notify the Indenture Trustee of any
failure to take such action.

      Anything in this Section to the contrary notwithstanding, but subject to
Section 10.01 and to the terms of any series of Securities, the Issuer may at
any time, for the purpose of obtaining a satisfaction and discharge with respect
to one or more or all series of Securities hereunder, or for any other reason,
pay or cause to be paid to the Indenture Trustee all sums held in trust for any
such series by the Issuer or any paying agent hereunder, as required by this
Section, such sums to be held by the Indenture Trustee upon the trusts herein
contained.

      Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.03 and 11.04.

                                       24


      Section 3.05. Written Statement to Indenture Trustee. The Issuer will
furnish to the Indenture Trustee on or before March 31 in each year (beginning
with March 31, 2007) a brief certificate (which need not comply with Section
11.05) from the principal executive, financial or accounting officer of the
Issuer stating that in the course of the performance by the signer of his duties
as an officer of the Issuer he would normally have knowledge of any default or
non-compliance by the Issuer in the performance of any covenants or conditions
contained in this Indenture, stating whether or not he has knowledge of any such
default or non-compliance and, if so, specifying each such default or
non-compliance of which the signer has knowledge and the nature thereof.

                                    Article 4
    SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE INDENTURE TRUSTEE

      Section 4.01. Issuer to Furnish Indenture Trustee Information as to Names
and Addresses of Securityholders. If and so long as the Indenture Trustee shall
not be the Security registrar for the Securities of any series, the Issuer and
any other obligor on the Securities will furnish or cause to be furnished to the
Indenture Trustee a list in such form as the Indenture Trustee may reasonably
require of the names and addresses of the Holders of the Registered Securities
of such series pursuant to Section 312 of the Trust Indenture Act of 1939 (a)
semi-annually not more than 15 days after each record date for the payment of
interest on such Registered Securities, as hereinabove specified, as of such
record date and on dates to be determined pursuant to Section 2.03 for
non-interest bearing Registered Securities in each year, and (b) at such other
times as the Indenture Trustee may request in writing, within thirty days after
receipt by the Issuer of any such request as of a date not more than 15 days
prior to the time such information is furnished.

      Section 4.02. Preservation and Disclosure of Securityholders Lists. This
Section intentionally left blank.

      Section 4.03. Reports by the Issuer. The Issuer covenants to file with the
Indenture Trustee, within 15 days after the Issuer is required to file the same
with the Commission, copies of the annual reports and of the information,
documents, and other reports that the Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 or pursuant to Section 314 of the Trust Indenture Act of 1939.

      Section 4.04. Reports by the Indenture Trustee. Any Indenture Trustee's
report required under Section 313(a) of the Trust Indenture Act of 1939 shall be
transmitted on or before May 15 in each year beginning May 15, 2007, as provided
in Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities
are Outstanding hereunder, and shall be dated as of a date convenient to the
Indenture Trustee no more than 60 days prior thereto.

                                       25


                                    Article 5
    REMEDIES OF THE INDENTURE TRUSTEE AND SECURITYHOLDERS IN DEFAULT OR EVENT
                                   OF DEFAULT

      Section 5.01. Event of Default Defined; Acceleration of Maturity; Waiver
of Event of Default. "EVENT OF DEFAULT" with respect to Securities of any series
wherever used herein, means each one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) unless it is specifically
deleted or modified in the supplemental indenture, if any, under which such
series of Securities is issued:

      (a) failure to pay in full the interest accrued on any Securities of such
series upon the conclusion of an extension of the interest payment period of six
consecutive quarters and continuance of that failure for a period of 30 days; or

      (b) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Issuer in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Issuer or for any substantial part of
its property or ordering the winding up or liquidation of its affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

      (c) the Issuer shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in an involuntary case under any
such law, or consent to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Issuer or for any substantial part of its property, or make any general
assignment for the benefit of creditors; or

      (d) any other Event of Default provided in the supplemental indenture
under which such series of Securities is issued or in the form of Security for
such series.

      If an Event of Default described in clause (a) or (d) (if the Event of
Default under clause (a) or (d) is with respect to less than all series of
Securities then Outstanding) occurs and is continuing, then, and in each and
every such case, except for any series of Securities the principal of which
shall have already become due and payable, either the Indenture Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of
each such affected series then Outstanding hereunder (voting as a single class)
or, if the Securities of such series are held by a GW Capital Trust or a trustee
of such trust and should the Indenture Trustee or such Holders of the
Outstanding Securities fail to make the declaration referred to below, the
holders of at least 25% in aggregate liquidation amount of the outstanding Trust
Preferred Securities of such trust (voting as a

                                       26


separate class) or the Property Trustee (as defined in the Trust Agreement), by
notice in writing to the Issuer (and to the Indenture Trustee if given by
Securityholders, the holders of Trust Preferred Securities or the Property
Trustee (as defined in the Trust Agreement)), may declare the entire principal
(or, if any of the Securities of any such affected series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such Securities) of all Securities of all such affected series or
of such series held by a GW Capital Trust, as the case may be, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.

      If an Event of Default described in clause (b), (c) or (d) (if the Event
of Default under clause (d) is with respect to all series of Securities then
Outstanding) occurs and is continuing, then and in each and every such case,
unless the principal of all the Securities shall have already become due and
payable, either the Indenture Trustee or the Holders of not less than 25% in
aggregate principal amount of all the Securities then Outstanding hereunder
(treated as one class), or, if the Securities of any such series are held by a
GW Capital Trust or a trustee of such trust and should the Indenture Trustee or
such Holders of the Outstanding Securities fail to make the declaration referred
to below, the holders of at least 25% in aggregate liquidation amount of the
outstanding Trust Preferred Securities of such trust (treated as a separate
class) or the Property Trustee (as defined in the Trust Agreement), by notice in
writing to the Issuer (and to the Indenture Trustee if given by Securityholders,
the holders of Trust Preferred Securities or the Property Trustee (as defined in
the Trust Agreement)), may declare the entire principal (or, if any Securities
are Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities then Outstanding or of
such series held by a GW Capital Trust, as the case may be, and interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.

      The foregoing provisions, however, are subject to the condition that if,
at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as the
case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Issuer shall pay or shall deposit with the
Indenture Trustee a sum sufficient to pay all matured installments of interest
upon all the Securities of each such series (or of all the Securities, as the
case may be) and the principal of any and all Securities of each such series (or
of all the Securities, as the case may be) which shall have become due otherwise
than by acceleration (with interest upon such principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series (or at the respective rates of interest or Yields to
Maturity of all the Securities, as the case may be) to the date of such payment
or deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Indenture Trustee

                                       27


and each predecessor Indenture Trustee, its agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the
Indenture Trustee and each predecessor Indenture Trustee except as a result of
negligence or bad faith, and if any and all Defaults under the Indenture, other
than the non-payment of the principal of Securities which shall have become due
by acceleration, shall have been cured, waived or otherwise remedied as provided
herein then and in every such case the Holders of a majority in aggregate
principal amount of all the Securities of each such series or of all the
Securities then Outstanding, in each case voting as a single class (except that
each such series of Securities held by a GW Capital Trust shall vote as a
separate class), by written notice to the Issuer and to the Indenture Trustee,
may waive all Defaults with respect to each such series (or with respect to all
the Securities, as the case may be) and rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment shall extend to
or shall affect any subsequent Default or shall impair any right consequent
thereon; provided however, that if the Securities of such series are held by a
GW Capital Trust or a trustee of such trust, (i) such waiver or rescission and
annulment shall not be effective until the holders of a majority in aggregate
liquidation amount of the Trust Preferred Securities of such trust shall have
consented to such waiver or rescission and annulment and (ii) should the Holders
of the Securities of such series fail to waive such Defaults and rescind and
annul such declaration and its consequences, the holders of a majority in
aggregate liquidation amount of the Trust Preferred Securities of such trust
shall have such right.

      If the Securities of a series are held by a GW Capital Trust or a trustee
of such trust and an Event of Default or Default has occurred and is continuing
and such event is attributable to the failure of the Issuer to pay any amounts
payable in respect of such Securities on the date such amounts are otherwise
payable, a holder of Trust Preferred Securities of such trust may institute a
Direct Action. If the Issuer makes any payment to a holder of such Trust
Preferred Securities as a result of a Direct Action, the Issuer will have the
right to set-off any such payment against its obligation to make any
corresponding payment to such GW Capital Trust on such Securities.

      For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

      Section 5.02. Collection of Indebtedness by Indenture Trustee; Indenture
Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be
made in the payment of any installment of interest on any of the Securities of
any series when such interest shall have become due and payable, and such
default shall have continued for a

                                       28


period of 30 days or (b) in case default shall be made in the payment of all or
any part of the principal of any of the Securities of any series when the same
shall have become due and payable, whether upon maturity of the Securities of
such series or upon any redemption or by declaration or otherwise then upon
demand of the Indenture Trustee, the Issuer will pay to the Indenture Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series,
and such Coupons, for principal or interest, as the case may be (with interest
to the date of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Indenture Trustee and each predecessor Indenture
Trustee, their respective agents, attorneys and counsel, and any expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of its negligence or bad faith.

      Until such demand is made by the Indenture Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the Holders,
whether or not the Securities of such series be overdue.

      In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may
enforce any such judgment or final decree against the Issuer or other obligor
upon the Securities and collect in the manner provided by law out of the
property of the Issuer or other obligor upon the Securities, wherever situated,
the moneys adjudged or decreed to be payable.

      In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under Title 11 of the United States Bankruptcy
Code or any other applicable Federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Issuer or other obligor upon the Securities, or to the creditors or property of
the Issuer or such other obligor, the Indenture Trustee, irrespective of whether
the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such proceedings or
otherwise:

      (a) to file and prove a claim or claims for the whole amount of principal
and interest (or, if the Securities of any series are Original Issue Discount
Securities, such

                                       29


portion of the principal amount as may be specified in the terms of such series)
owing and unpaid in respect of the Securities of any series, and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Indenture Trustee (including any claim for reasonable compensation
to the Indenture Trustee and each predecessor Indenture Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all expenses
and liabilities incurred, and all advances made, by the Indenture Trustee and
each predecessor Indenture Trustee, except as a result of negligence or bad
faith) and of the Securityholders allowed in any judicial proceedings relative
to the Issuer or other obligor upon the Securities, or to the creditors or
property of the Issuer or such other obligor,

      (b) unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Securities of any series in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other bankruptcy
or insolvency proceedings or person performing similar functions in comparable
proceedings, and

      (c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Indenture Trustee on
their behalf; and any trustee, receiver, or liquidator, custodian or other
similar official is hereby authorized by each of the Securityholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to the Securityholders, to pay
to the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith.

      Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Indenture Trustee to vote in respect of the claim
of any Securityholder in any such proceeding except, as aforesaid, to vote for
the election of a trustee in bankruptcy or similar Person.

      All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Indenture Trustee without the possession of
any of the Securities of such series or Coupons appertaining to such Securities
or the production thereof on any trial or other proceedings relative thereto,
and any such action or proceedings instituted by the Indenture Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and compensation
of the Indenture Trustee, each predecessor Indenture Trustee and their
respective agents and attorneys, shall be for the ratable benefit of the Holders
of the

                                       30


Securities or Coupons appertaining to such Securities in respect of which such
action was taken.

      In any proceedings brought by the Indenture Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Securities or Coupons appertaining to
such Securities in respect to which such action was taken and it shall not be
necessary to make any Holders of such Securities or Coupons appertaining to such
Securities parties to any such proceedings.

      Section 5.03. Applications of Proceeds. Any moneys collected by the
Indenture Trustee pursuant to this Article in respect of any series shall,
subject to the subordination provisions hereof, be applied in the following
order at the date or dates fixed by the Indenture Trustee and, in case of the
distribution of such moneys on account of principal or interest, upon
presentation of the several Securities and Coupons appertaining to such
Securities in respect of which monies have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

            FIRST: To the payment of costs and expenses applicable to such
      series in respect of which moneys have been collected, including
      reasonable compensation to the Indenture Trustee and each predecessor
      Indenture Trustee and their respective agents and attorneys and of all
      expenses and liabilities incurred, and all advances made, by the Indenture
      Trustee and each predecessor Indenture Trustee except as a result of
      negligence or bad faith;

            SECOND: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall not have become and be
      then due and payable, to the payment of interest on the Securities of such
      series in default in the order of the maturity of the installments of such
      interest, with interest (to the extent that such interest has been
      collected by the Indenture Trustee) upon the overdue installments of
      interest at the same rate as the rate of interest or Yield to Maturity (in
      the case of Original Issue Discount Securities) specified in such
      Securities, such payments to be made ratably to the persons entitled
      thereto, without discrimination or preference;

            THIRD: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall have become and shall be
      then due and payable, to the payment of the whole amount then owing and
      unpaid upon all the Securities of such series for principal and interest,
      with interest upon the overdue principal, and (to the extent that such
      interest has been collected by the Indenture Trustee) upon overdue

                                       31


      installments of interest at the same rate as the rate of interest or Yield
      to Maturity (in the case of Original Issue Discount Securities) specified
      in the Securities of such series; and in case such moneys shall be
      insufficient to pay in full the whole amount so due and unpaid upon the
      Securities of such series, then to the payment of such principal and
      interest or Yield to Maturity, without preference or priority of principal
      over interest or Yield to Maturity, or of interest or Yield to Maturity
      over principal, or of any installment of interest over any other
      installment of interest, or of any Security of such series over any other
      Security of such series, ratably to the aggregate of such principal and
      accrued and unpaid interest or Yield to Maturity; and

            FOURTH: To the payment of the remainder, if any, to the Issuer or
      any other person lawfully entitled thereto.

      Section 5.04. Suits for Enforcement. In case a Default has occurred, has
not been waived and is continuing, the Indenture Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Indenture Trustee shall deem most
effectual to protect and enforce any of such rights, either at law or in equity
or in bankruptcy or otherwise, whether for the specific enforcement of any
covenant or agreement contained in this Indenture or in aid of the exercise of
any power granted in this Indenture or to enforce any other legal or equitable
right vested in the Indenture Trustee by this Indenture or by law.

      Section 5.05. Restoration of Rights on Abandonment of Proceedings. In case
the Indenture Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Indenture Trustee, then
and in every such case the Issuer and the Indenture Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Issuer, the Indenture Trustee and the Securityholders
and any rights of holders of Trust Preferred Securities to institute a Direct
Action shall continue as though no such proceedings had been taken.

      Section 5.06. Limitations on Suits by Securityholder; Default Defined. No
Holder of any Security of any series or of any Coupon appertaining thereto shall
have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Indenture Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of each
affected series then Outstanding (treated as a single class) shall have made
written request upon the Indenture Trustee to institute such action or
proceedings in its own name as trustee hereunder and shall have offered to the
Indenture Trustee such reasonable indemnity as it may require

                                       32


against the costs, expenses and liabilities to be incurred therein or thereby
and the Indenture Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action or
proceeding and no direction inconsistent with such written request shall have
been given to the Indenture Trustee pursuant to Section 5.09; it being
understood and intended, and being expressly covenanted by the taker and Holder
of every Security or Coupon with every other taker and Holder and the Indenture
Trustee, that no one or more Holders of Securities of any series or Coupons
appertaining to such Securities shall have any right in any manner whatever by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other such Holder of Securities or Coupons
appertaining to such Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable series and Coupons
appertaining to such Securities. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Indenture
Trustee shall be entitled to such relief as can be given either at law or in
equity.

      "DEFAULT" with respect to Securities of any series wherever used herein,
means each one of the following events which shall have occurred and be
continuing (whatever the reason for such Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) unless it is specifically deleted or
modified in the supplemental indenture, if any, under which such series of
Securities is issued:

      (a) default in the payment of any installment of interest upon any of the
Securities of such series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; provided, however, that a
valid extension of an interest payment period in accordance with the terms of
the Securities of such series shall not constitute a default in the payment of
interest for this purpose; or

      (b) default in the payment of all or any part of the principal on any of
the Securities of such series as and when the same shall become due and payable
either at maturity, upon any redemption, by declaration or otherwise; or

      (c) failure on the part of the Issuer duly to observe or perform any other
of the covenants or agreements on the part of the Issuer in the Securities of
such series (other than a covenant or warranty in respect of the Securities of
such series a default in the performance or breach of which is elsewhere in this
Section or in Section 5.01 specifically dealt with) or contained in this
Indenture for a period of 60 days after the date on which written notice
specifying such failure, stating that such notice is a "NOTICE OF DEFAULT"
hereunder and demanding that the Issuer remedy the same, shall have been given
by registered or certified mail, return receipt requested, to the Issuer by the
Indenture Trustee, or to the Issuer and the Indenture Trustee by the holders of
at least 25% in aggregate principal amount of the Outstanding Securities of all
series affected

                                       33


thereby and, if the Securities of such series are held by a GW Capital Trust or
a trustee of such trust and should the Indenture Trustee or such Holders of the
Outstanding Securities fail to give such notice, the holders of at least 25% in
aggregate liquidation amount of the outstanding Trust Preferred Securities of
such trust shall have the right to give such notice; or

      (d) an Event of Default with respect to such series specified in Section
5.01; or

      (e) any other Default provided in the supplemental indenture under which
such series of Securities is issued or in the form of Security for such series.

      Section 5.07. Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security or Coupon to receive
payment of the principal of and interest on such Security or Coupon on or after
the respective due dates expressed in such Security or Coupon, or to institute
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder; provided
however, that if a series of Securities is held by a GW Capital Trust, the
Holder of such Securities shall not give such consent without the consent of
each holder of the Trust Preferred Securities of such trust. Notwithstanding the
foregoing, nothing in this Section shall be deemed to impair the right of any
holder of Trust Preferred Securities to institute a Direct Action.

      Section 5.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default; Restoration of Rights and Remedies. Except as provided in Section
5.06, no right or remedy herein conferred upon or reserved to the Indenture
Trustee or to the Holders of Securities or Coupons or to holders of the Trust
Preferred Securities is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

      No delay or omission of the Indenture Trustee or of any Holder of
Securities or Coupons or of any holder of Trust Preferred Securities to exercise
any right or power accruing upon any Default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Default or an acquiescence therein; and, subject to Section
5.06 every power and remedy given by this Indenture or by law to the Indenture
Trustee or to the Holders of Securities or Coupons or to holders of Trust
Preferred Securities may be exercised from time to time, and as often as shall
be deemed expedient, by the Indenture Trustee or by the Holders of Securities or
Coupons or by the holders of Trust Preferred Securities.

      If the Indenture Trustee, any Holder or any holder of Trust Preferred
Securities has instituted any proceeding to enforce any right or remedy under
this Indenture and

                                       34


such proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Indenture Trustee, such Holder or such holder of
Trust Preferred Securities, then and in every case the Company, the Indenture
Trustee, the Holders and such holder of Trust Preferred Securities shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Indenture Trustee, the Holders and the holders of Trust
Preferred Securities shall continue as though no such proceeding had been
instituted.

      Section 5.09. Control by Holders of Securities. The Holders of a majority
in aggregate principal amount of the Securities of each series affected (with
all such series voting as a single class) at the time Outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Indenture Trustee, or exercising any trust or power
conferred on the Indenture Trustee with respect to the Securities of such series
by this Indenture; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture and provided further
that (subject to the provisions of Section 6.01) the Indenture Trustee shall
have the right to decline to follow any such direction if the Indenture Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or if the Indenture Trustee in good faith by
its board of directors, the executive committee, or a trust committee of
directors or Responsible Officers of the Indenture Trustee shall determine that
the action or proceedings so directed would involve the Indenture Trustee in
personal liability or if the Indenture Trustee in good faith shall so determine
that the actions or forbearances specified in or pursuant to such direction
would be unduly prejudicial to the interests of Holders of the Securities of all
series so affected not joining in the giving of said direction, it being
understood that (subject to Section 6.01) the Indenture Trustee shall have no
duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders.

      Nothing in this Indenture shall impair the right of the Indenture Trustee
in its discretion to take any action deemed proper by the Indenture Trustee and
which is not inconsistent with such direction or directions by Securityholders.

      Section 5.10. Waiver of Past Defaults. Prior to the acceleration of the
maturity of any Securities as provided in Section 5.01, the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which a Default shall have occurred and be
continuing (voting as a single class) may on behalf of the Holders of all such
Securities waive any past Default and its consequences, except a Default in the
payment of principal or interest (unless such Default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Indenture Trustee) or
a Default in respect of a covenant or provision hereof which cannot be modified
or amended without the consent of the Holder of each Security affected;
provided, that if the Securities of such series are held by a GW Capital Trust
or a trustee of such trust, such waiver shall not be effective as to such
Securities unless the holders of at least a majority

                                       35


in aggregate liquidation amount of the Trust Preferred Securities of such trust
shall have consented to such waiver; provided further, that if the consent of
the Holder of each Outstanding Security of such series is required, such waiver
shall not be effective unless each holder of the Trust Preferred Securities of
such trust shall have consented to such waiver. In the case of any such waiver,
the Issuer, the Indenture Trustee, the Holders of all such Securities and the
holders of any Trust Preferred Securities shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.

      Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Default or Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.

      Section 5.11. Indenture Trustee to Give Notice of Default, But May
Withhold in Certain Circumstances. The Indenture Trustee shall, within ninety
days after the occurrence of a default with respect to the Securities of any
series, give notice of all defaults with respect to that series known to the
Indenture Trustee (a) if any Unregistered Securities of that series are then
Outstanding, to the Holders thereof, by publication at least once in an
Authorized Newspaper and (b) by mail to all Holders of Registered Securities of
such series and to such other Holders of Securities as have, within two years
preceding such transmission, filed their names and addresses with the Indenture
Trustee for that purpose, unless in each case such defaults shall have been
cured before the mailing or publication of such notice (the term "DEFAULTS" for
the purpose of this Section being hereby defined to mean any event or condition
which is, or with notice or lapse of time or both would become, a Default or
Event of Default); provided that, except in the case of default in the payment
of the principal of or interest on any of the Securities of such series, or in
the payment of any sinking fund installment on such series, the Indenture
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or trustees and/or Responsible Officers of the Indenture Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series.

      Section 5.12. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security or
Coupon by his acceptance thereof shall be deemed to have agreed, that any court
may, in its discretion, require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Indenture Trustee for any
action taken, suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Indenture Trustee, to any suit instituted by any
Securityholder or group of Securityholders of any

                                       36


series holding in the aggregate more than 10% in aggregate principal amount of
the Securities of such series, or, in the case of any suit relating to or
arising under clause (d) of Section 5.01 or clause (c) or (e) of Section 5.06
(if the suit relates to Securities of more than one but less than all series),
10% in aggregate principal amount of Securities then Outstanding and affected
thereby, or in the case of any suit relating to or arising under clause (b) or
(c) of Section 5.01, 10% in aggregate principal amount of all Securities then
Outstanding, or to any suit instituted by any Securityholder for the enforcement
of the payment of the principal of or interest (including any Additional
Interest) on any Security on or after the due date expressed in such Security or
any date fixed for redemption.

                                    Article 6
                        CONCERNING THE INDENTURE TRUSTEE

      Section 6.01. Duties and Responsibilities of the Indenture Trustee; During
Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Indenture Trustee, prior to the occurrence of a
Default with respect to the Securities of a particular series and after the
curing or waiving of all Defaults which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case a Default with respect to the
Securities of a series has occurred (which has not been cured or waived), the
Indenture Trustee shall exercise with respect to such series of Securities such
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.

      No provision of this Indenture shall be construed to relieve the Indenture
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that

      (a) prior to the occurrence of a Default with respect to the Securities of
any series and after the curing or waiving of all such Defaults with respect to
such series which may have occurred:

            (i) the duties and obligations of the Indenture Trustee with respect
      to the Securities of any series shall be determined solely by the express
      provisions of this Indenture, and the Indenture Trustee shall not be
      liable except for the performance of such duties and obligations as are
      specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Indenture
      Trustee; and

            (ii) in the absence of bad faith on the part of the Indenture
      Trustee, the Indenture Trustee may conclusively rely, as to the truth of
      the statements and the correctness of the opinions expressed therein, upon
      any statements, certificates or opinions furnished to the Indenture
      Trustee and conforming to the requirements of

                                       37


      this Indenture; but in the case of any such statements, certificates or
      opinions which by any provision hereof are specifically required to be
      furnished to the Indenture Trustee, the Indenture Trustee shall be under a
      duty to examine the same to determine whether or not they conform to the
      requirements of this Indenture;

      (b) the Indenture Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Responsible Officers of the
Indenture Trustee, unless it shall be proved that the Indenture Trustee was
negligent in ascertaining the pertinent facts; and

      (c) the Indenture Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders pursuant to Section 5.09 relating to the time, method
and place of conducting any proceeding for any remedy available to the Indenture
Trustee, or exercising any trust or power conferred upon the Indenture Trustee,
under this Indenture.

      None of the provisions contained in this Indenture shall require the
Indenture Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

      The provisions of this Section 6.01 are in furtherance of and subject to
Section 315 of the Trust Indenture Act of 1939.

      Section 6.02. Certain Rights of the Indenture Trustee. In furtherance of
and subject to the Trust Indenture Act of 1939, and subject to Section 6.01:

      (a) the Indenture Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond, debenture, note, coupon, security or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

      (b) any request, direction, order or demand of the Issuer mentioned herein
shall be sufficiently evidenced by an Officer's Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Indenture Trustee
by a copy thereof certified by the secretary or an assistant secretary of the
Issuer;

      (c) the Indenture Trustee may consult with counsel and any written advice
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be taken by it
hereunder in good faith and in reliance thereon in accordance with such advice
or Opinion of Counsel;

                                       38


      (d) the Indenture Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Indenture
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred therein or thereby;

      (e) the Indenture Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture;

      (f) prior to the occurrence of a Default hereunder and after the curing or
waiving of all Defaults, the Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, appraisal, bond, debenture, note, coupon, security, or other paper or
document unless requested in writing so to do by the Holders of not less than a
majority in aggregate principal amount of the Securities of all series affected
then Outstanding; provided that, if the payment within a reasonable time to the
Indenture Trustee of the costs, expenses or liabilities likely to be incurred by
it in the making of such investigation is, in the opinion of the Indenture
Trustee, not reasonably assured to the Indenture Trustee by the security
afforded to it by the terms of this Indenture, the Indenture Trustee may require
reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such investigation shall be paid by
the Issuer or, if paid by the Indenture Trustee or any predecessor Indenture
Trustee, shall be repaid by the Issuer upon demand; and

      (g) the Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys not regularly in its employ and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of any such
agent or attorney appointed with due care by it hereunder.

      Section 6.03. Indenture Trustee Not Responsible for Recitals, Disposition
of Securities or Application of Proceeds Thereof. The recitals contained herein
and in the Securities, except the Indenture Trustee's certificates of
authentication, shall be taken as the statements of the Issuer, and the
Indenture Trustee assumes no responsibility for the correctness of the same. The
Indenture Trustee makes no representation as to the validity or sufficiency of
this Indenture or of the Securities or Coupons. The Indenture Trustee shall not
be accountable for the use or application by the Issuer of any of the Securities
or of the proceeds thereof.

      Section 6.04. Indenture Trustee and Agents May Hold Securities or Coupons;
Collections, etc. The Indenture Trustee or any agent of the Issuer or the
Indenture Trustee, in its individual or any other capacity, may become the owner
or pledgee of Securities or Coupons with the same rights it would have if it
were not the Indenture

                                       39


Trustee or such agent and may otherwise deal with the Issuer and receive,
collect, hold and retain collections from the Issuer with the same rights it
would have if it were not the Indenture Trustee or such agent.

      Section 6.05. Moneys Held by Indenture Trustee. Subject to the provisions
of Section 10.04 hereof, all moneys received by the Indenture Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by mandatory provisions of law. Neither the Indenture
Trustee nor any agent of the Issuer or the Indenture Trustee shall be under any
liability for interest on any moneys received by it hereunder.

      Section 6.06. Compensation and Indemnification of Indenture Trustee and
Its Prior Claim. The Issuer covenants and agrees to pay to the Indenture Trustee
from time to time, and the Indenture Trustee shall be entitled to, such
compensation as the parties shall agree in writing from time to time (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Indenture Trustee and each predecessor Indenture Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith. The Issuer also covenants to indemnify the Indenture Trustee and each
predecessor Indenture Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including the costs
and expenses of defending itself against or investigating any claim of liability
in the premises. The obligations of the Issuer under this Section to compensate
and indemnify the Indenture Trustee and each predecessor Indenture Trustee and
to pay or reimburse the Indenture Trustee and each predecessor Indenture Trustee
for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Indenture
Trustee as such, except funds held in trust for the benefit of the Holders of
particular Securities or Coupons, and the Securities are hereby subordinated to
such senior claim.

      Section 6.07. Right of Indenture Trustee to Rely on Officer's Certificate,
etc. Subject to Sections 6.01 and 6.02, whenever in the administration of the
trusts of this Indenture the Indenture Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or suffering or
omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Indenture Trustee, be deemed to be conclusively
proved and established by an Officer's Certificate delivered to the

                                       40


Indenture Trustee, and such certificate, in the absence of negligence or bad
faith on the part of the Indenture Trustee, shall be full warrant to the
Indenture Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

      Section 6.08. Indentures Not Creating Potential Conflicting Interests for
the Indenture Trustee. The following indenture is hereby specifically described
for the purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this
Indenture with respect to the Securities of any other series.

      Section 6.09. Persons Eligible for Appointment as Indenture Trustee. The
Indenture Trustee for each series of Securities hereunder shall at all times be
a corporation organized and doing business under the laws of the United States
of America or of any State or the District of Columbia having a combined capital
and surplus of at least $50,000,000, and which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or examination by
Federal, State or District of Columbia authority. Such corporation shall have
its principal place of business in Wilmington, Delaware if there be such a
corporation in such location willing to act upon reasonable and customary terms
and conditions. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Indenture Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Indenture Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

      The provisions of this Section 6.09 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act of 1939.

      Section 6.10. Resignation and Removal; Appointment of Successor Trustee.
(a) The Indenture Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer and (i) if any Unregistered
Securities of a series affected are then Outstanding, by giving notice of such
resignation to the Holders thereof, by publication at least once in an
Authorized Newspaper, (ii) if any Unregistered Securities of a series affected
are then Outstanding, by mailing notice of such resignation to the Holders
thereof who have filed their names and addresses with the Indenture Trustee
within the two years preceding the notice at such addresses as were so furnished
to the Indenture Trustee and (iii) by mailing notice of such resignation to the
Holders of then Outstanding Registered Securities of each series affected at
their addresses as they shall appear on the registry books. Upon receiving such
notice of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Indenture Trustee and one copy to

                                       41



the successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

      (b) In case at any time any of the following shall occur:

            (i) the Indenture Trustee shall fail to comply with the provisions
      of Section 310(b) of the Trust Indenture Act of 1939 with respect to any
      series of Securities after written request therefor by the Issuer or by
      any Securityholder who has been a bona fide Holder of a Security or
      Securities of such series for at least six months; or

            (ii) the Indenture Trustee shall cease to be eligible in accordance
      with the provisions of Section 6.09 and Section 310(a) of the Trust
      Indenture Act of 1939 and shall fail to resign after written request
      therefor by the Issuer or by any Securityholder; or

            (iii) the Indenture Trustee shall become incapable of acting with
      respect to any series of Securities, or shall be adjudged a bankrupt or
      insolvent, or a receiver or liquidator of the Indenture Trustee or of its
      property shall be appointed, or any public officer shall take charge or
      control of the Indenture Trustee or of its property or affairs for the
      purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Indenture Trustee with respect
to the applicable series of Securities and appoint a successor trustee for such
series by written instrument, in duplicate, executed by order of the Board of
Directors of the Issuer, one copy of which instrument shall be delivered to the
Indenture Trustee so removed and one copy to the successor trustee, or, subject
to the provisions of Section 315(e) of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide Holder of a Security or Securities of
such series for at least six months may on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Indenture Trustee and the appointment of a successor trustee with respect
to such series. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Indenture Trustee and appoint a successor
trustee. If no successor trustee shall have been so appointed with respect to
any series and have accepted appointment within 30 days after the mailing of
such notice of removal, the retiring trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities of the

                                       42



applicable series for at least six months may, subject to the provisions of
Section 5.12, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

      (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Indenture Trustee with respect to Securities of such series and appoint a
successor trustee with respect to the Securities of such series by delivering to
the Indenture Trustee so removed, to the successor trustee so appointed and to
the Issuer the evidence provided for in Section 7.01 of the action in that
regard taken by the Securityholders.

      (d) Any resignation or removal of the Indenture Trustee with respect to
any series and any appointment of a successor trustee with respect to such
series pursuant to any of the provisions of this Section 6.10 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 6.11.

      Section 6.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.04,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06.

      If a successor trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the predecessor Indenture Trustee and
each successor trustee with respect to the Securities of any applicable series
shall execute and deliver an indenture supplemental hereto which shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor Indenture Trustee with
respect to the Securities of any series as to which the predecessor Indenture
Trustee is not retiring shall continue to be vested in the predecessor Indenture
Trustee, and shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such

                                       43



supplemental indenture shall constitute such trustees co-trustees of the same
trust and that each such trustee shall be trustee of a trust or trusts under
separate indentures.

      No successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under Section 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 6.09.

      Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11 the Issuer shall give notice thereof (a) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof, by
publication of such notice at least once in an Authorized Newspaper, (b) if any
Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof who have filed their names and addresses with the Indenture
Trustee within the two years preceding the notice, by mailing such notice to
such Holders at such addresses as were so furnished to the Indenture Trustee
(and the Indenture Trustee shall make such information available to the Issuer
for such purpose) and (c) to the Holders of Registered Securities of each series
affected, by mailing such notice to such Holders at their addresses as they
shall appear on the registry books. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Issuer fails to give such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Issuer.

      Section 6.12. Merger, Conversion, Consolidation or Succession to Business
of Indenture Trustee. Any corporation into which the Indenture Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Indenture
Trustee shall be a party, or any corporation succeeding to the corporate trust
business of the Indenture Trustee, shall be the successor of the Indenture
Trustee hereunder, provided that such corporation shall be qualified under
Section 310(b) of the Trust Indenture Act of 1939 and eligible under the
provisions of Section 6.09, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

      In case at the time such successor to the Indenture Trustee shall succeed
to the trusts created by this Indenture any of the Securities of any series
shall have been authenticated but not delivered, any such successor to the
Indenture Trustee may adopt the certificate of authentication of any predecessor
Indenture Trustee and deliver such Securities so authenticated; and, in case at
that time any of the Securities of any series shall not have been authenticated,
any successor to the Indenture Trustee may authenticate such Securities either
in the name of any predecessor hereunder or in the name of the successor
trustee; and in all such cases such certificate shall have the full force which
it is anywhere in the Securities of such series or in this Indenture provided
that the certificate of the Indenture Trustee shall have; provided, that the
right to adopt

                                       44



the certificate of authentication of any predecessor Indenture Trustee or to
authenticate Securities of any series in the name of any predecessor Indenture
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

      Section 6.13. Preferential Collection of Claims Against the Issuer. This
Section intentionally left blank.

      Section 6.14. Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Indenture Trustee may, by an
instrument in writing, appoint with the approval of the Issuer an authenticating
agent (the "AUTHENTICATING AGENT") which shall be authorized to act on behalf of
the Indenture Trustee to authenticate Securities, including Securities issued
upon exchange, registration of transfer, partial redemption or pursuant to
Section 2.09. Securities of each such series authenticated by such
Authenticating Agent shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the
Indenture Trustee. Whenever reference is made in this Indenture to the
authentication and delivery of Securities of any series by the Indenture Trustee
or to the Indenture Trustee's Certificate of Authentication, such reference
shall be deemed to include authentication and delivery on behalf of the
Indenture Trustee by an Authenticating Agent for such series and a Certificate
of Authentication executed on behalf of the Indenture Trustee by such
Authenticating Agent. Such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of
America or of any State, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000
(determined as provided in Section 6.09 with respect to the Indenture Trustee)
and subject to supervision or examination by Federal or State authority.

      Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Indenture Trustee or such Authenticating Agent. Any Authenticating Agent may
at any time, and if it shall cease to be eligible shall, resign by giving
written notice of resignation to the Indenture Trustee and to the Issuer.

      Upon receiving such a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more
series of Securities, the Indenture Trustee shall upon receipt of an Issuer
Order appoint a successor Authenticating Agent and the Issuer shall provide
notice of such appointment to all Holders of Securities of such series in the
manner and to the extent provided in Section 11.04. Any successor Authenticating
Agent upon acceptance of its appointment

                                       45



hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent. The Issuer agrees to pay to the Authenticating
Agent for such series from time to time reasonable compensation. The
Authenticating Agent for the Securities of any series shall have no
responsibility or liability for any action taken by it as such at the direction
of the Indenture Trustee.

      Sections 6.02, 6.03, 6.04, 6.06, 6.09 and 7.03 shall be applicable to any
Authenticating Agent.

                                    ARTICLE 7
                         CONCERNING THE SECURITYHOLDERS

      Section 7.01. Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series or holders of Trust
Preferred Securities interested therein may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such specified
percentage of Securityholders or holders of Trust Preferred Securities in person
or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Indenture Trustee. Proof of execution of any instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of
the Indenture Trustee and the Issuer, if made in the manner provided in this
Article.

      Section 7.02. Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument
by a Securityholder or, if a series of Securities is held by a GW Capital Trust,
a holder of Trust Preferred Securities or, in each case, his agent or proxy may
be proved in the following manner:

      (a) The fact and date of the execution by any Holder or, if a series of
Securities is held by a GW Capital Trust, by any holder of Trust Preferred
Securities of any instrument may be proved by the certificate of any notary
public or other officer of any jurisdiction authorized to take acknowledgments
of deeds or administer oaths that the person executing such instruments
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution sworn to before any such notary or other such officer. Where such
execution is by or on behalf of any legal entity other than an individual, such
certificate or affidavit shall also constitute sufficient proof of the authority
of the person executing the same. The fact of the holding by any Holder or, if a
series of Securities is held by a GW Capital Trust, by any holder of Trust
Preferred Securities of an Unregistered Security of any series, and the
identifying number of such Security and the date of his holding the same, may be
proved by the production of such Security or by a certificate executed by any
trust company, bank, banker or recognized

                                       46



securities dealer wherever situated satisfactory to the Indenture Trustee, if
such certificate shall be deemed by the Indenture Trustee to be satisfactory.
Each such certificate shall be dated and shall state that on the date thereof a
Security of such series bearing a specified identifying number was deposited
with or exhibited to such trust company, bank, banker or recognized securities
dealer by the person named in such certificate. Any such certificate may be
issued in respect of one or more Unregistered Securities of one or more series
specified therein. The holding by the person named in any such certificate of
any Unregistered Securities of any series specified therein shall be presumed to
continue for a period of one year from the date of such certificate unless at
the time of any determination of such holding (i) another certificate bearing a
later date issued in respect of the same Securities shall be produced, or (ii)
the Security of such series specified in such certificate shall be produced by
some other person, or (iii) the Security of such series specified in such
certificate shall have ceased to be Outstanding. Subject to Sections 6.01 and
6.02, the fact and date of the execution of any such instrument and the amount
and numbers of Securities of any series held by the person so executing such
instrument and the amount and numbers of any Security or Securities for such
series may also be proven in accordance with such reasonable rules and
regulations as may be prescribed by the Indenture Trustee for such series or in
any other manner which the Indenture Trustee for such series may deem
sufficient.

      (b) In the case of Registered Securities, the ownership of such Securities
shall be proved by the Security register or by a certificate of the Security
registrar.

      The Issuer may set a record date for purposes of determining the identity
of Holders of Registered Securities or, if a series of Securities is held by a
GW Capital Trust, of holders of registered Trust Preferred Securities of any
series entitled to vote or consent to any action referred to in Section 7.01,
which record date may be set at any time or from time to time by notice to the
Indenture Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any other
provisions hereof, with respect to Registered Securities of any series, only
Holders of Registered Securities or, if a series of Securities is held by a GW
Capital Trust, holders of registered Trust Preferred Securities of such series
of record on such record date shall be entitled to so vote or give such consent
or revoke such vote or consent.

      Section 7.03. Holders to be Treated as Owners. The Issuer, the Indenture
Trustee and any agent of the Issuer or the Indenture Trustee may deem and treat
the person in whose name any Security shall be registered upon the Security
register for such series as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of and, subject to the provisions of this Indenture, interest on
such Security and for all other purposes; and neither the Issuer nor the
Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be
affected by any notice to the contrary. The Issuer, the Indenture Trustee and
any agent of the Issuer or the Indenture Trustee may treat the Holder of any

                                       47



Unregistered Security and the Holder of any Coupon or, if a series of Securities
is held by a GW Capital Trust, the holder of any unregistered Trust Preferred
Security as the absolute owner of such Unregistered Security or Coupon (whether
or not such Unregistered Security or Coupon shall be overdue) for the purpose of
receiving payment thereof or on account thereof and for all other purposes and
neither the Issuer, the Indenture Trustee, nor any agent of the Issuer or the
Indenture Trustee shall be affected by any notice to the contrary. All such
payments so made to any such person, or upon his order, shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Unregistered Security or Coupon.

      Notwithstanding the foregoing, if the Securities of such series are held
by a GW Capital Trust, nothing in this Section 7.03 shall be deemed to impair
the right of any holder of Trust Preferred Securities to institute a Direct
Action or to declare an Event of Default and accelerate the maturity of such
series.

      Section 7.04. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Indenture Trustee shall be protected in relying on any such direction, consent
or waiver only Securities which the Indenture Trustee knows are so owned shall
be so disregarded; provided, that, if the Securities of such series are held by
a GW Capital Trust or a trustee of such trust, the provisions of this Section
7.04 shall not apply. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Indenture Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Issuer or any other obligor upon the
Securities or any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Indenture
Trustee in accordance with such advice. Upon request of the Indenture Trustee,
the Issuer shall furnish to the Indenture Trustee promptly an Officer's
Certificate listing and identifying all Securities, if any, known by the Issuer
to be owned or held by or for the account of any of the above-described persons;
and, subject to Sections 6.01 and 6.02, the Indenture Trustee shall be entitled
to accept such Officer's Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are Outstanding
for the purpose of any such determination.

                                       48



      Section 7.05. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Indenture Trustee, as provided in Section
7.01, of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security or, if any such series is held by a GW Capital Trust, any holder of a
Trust Preferred Security the serial number of which is shown by the evidence to
be included among the serial numbers of the Securities the Holders of which have
consented to such action may, by filing written notice at the Corporate Trust
Office and upon proof of holding as provided in this Article, revoke such action
so far as concerns such Security. Except as aforesaid any such action taken by
the Holder of any Security shall be conclusive and binding upon such Holder and
upon all future Holders and owners of such Security and of any Securities issued
in exchange or substitution therefor or on registration of transfer thereof,
irrespective of whether or not any notation in regard thereto is made upon any
such Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action shall be conclusively
binding upon the Issuer, the Indenture Trustee and the Holders of all the
Securities affected by such action.

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

      Section 8.01. Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Indenture Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
for one or more of the following purposes:

      (a) to convey, transfer, assign, mortgage or pledge to the Indenture
Trustee as security for the Securities of one or more series any property or
assets;

      (b) to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Issuer pursuant to Article 9;

      (c) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as the Issuer and the Indenture Trustee
shall consider to be for the protection of the Holders of Securities or Coupons,
and to make the occurrence, or the occurrence and continuance, of a default in
any such additional covenants, restrictions, conditions or provisions a Default
or an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided, that in
respect of any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace after
default (which

                                       49



period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such a Default or Event of
Default or may limit the remedies available to the Indenture Trustee upon such a
Default or Event of Default or may limit the right of the Holders of a majority
in aggregate principal amount of the Securities of such series to waive such a
Default or Event of Default;

      (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make any other provisions as the Issuer may deem necessary or
desirable, provided that no such action shall adversely affect the interests of
the Holders of the Securities or Coupons;

      (e) to establish the forms or terms of Securities of any series or of the
Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03;
and

      (f) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Section 6.11.

      The Indenture Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Indenture Trustee shall not be obligated to enter into any such
supplemental indenture which affects the Indenture Trustee's own rights, duties
or immunities under this Indenture or otherwise.

      Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of Section 8.02.

      Section 8.02. Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article 7) of the Holders of not less
than a majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class), the Issuer, when authorized by a resolution of its Board of Directors
(which resolution may provide general terms or parameters for such action and
may provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), and the Indenture Trustee may,
from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of each such series or of the Coupons appertaining to such
Securities; provided, that no such supplemental indenture shall (a) extend the
final maturity of any

                                       50



Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof, or make the principal thereof (including any amount in
respect of original issue discount), or interest thereon payable in any coin or
currency other than that provided in the Securities and Coupons or in accordance
with the terms thereof, or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon an acceleration of
the maturity thereof pursuant to Section 5.01 or the amount thereof provable in
bankruptcy pursuant to Section 5.02, or alter the provisions of Sections 11.11
or 11.12 or impair or affect the right of any Securityholder to institute suit
for the payment thereof or, if the Securities provide therefor, any right of
repayment at the option of the Securityholder, in each case without the consent
of the Holder of each Security so affected, or (b) reduce the aforesaid
percentage of Securities of any series, the consent of the Holders of which is
required for any such supplemental indenture, without the consent of the Holders
of each Security so affected; and provided further, that, if the Securities of
such series are held by a GW Capital Trust or a trustee of such trust, so long
as any of the Trust Preferred Securities of such trust remain outstanding, no
such modification may be made that materially adversely affects the holders of
such Trust Preferred Securities, no termination of this Indenture may occur, and
no waiver of any Event of Default or Default under this Indenture may be
effective, without the prior consent of the holders of at least a majority of
the aggregate liquidation amount of the outstanding Trust Preferred Securities
of such trust unless and until the principal of such Securities and all accrued
and unpaid interest thereon have been paid in full, and none of the
modifications described in clauses (a) and (b) above may be made without the
prior written consent of all the holders of Trust Preferred Securities of such
GW Capital Trust. In addition, the Issuer may not amend this Indenture to remove
the rights of holders of Trust Preferred Securities of a GW Capital Trust to
institute a Direct Action, to remove the obligation to obtain the consent of
such holders of Trust Preferred Securities in accordance with this Section or to
change the percentage of Trust Preferred Securities required to amend or waive
any provision of this Indenture, without the consent of all holders of the Trust
Preferred Securities of such Trust; and provided further, that the Issuer shall,
if then required under applicable laws, regulations or policies, seek the prior
approval of the Commission or any self-regulatory organization then having
jurisdiction before exercising its rights, if any, to enter into a supplemental
indenture to shorten the maturity of the Securities as a result of an adverse
tax event.

      A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of Holders of Securities of such series, or of Coupons appertaining to
such Securities, with respect to such covenant or provision, shall be deemed not
to affect the rights under this Indenture of the Holders of Securities of any
other series or of the Coupons appertaining to such Securities.

      Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors (which resolution may provide general terms or parameters
for such

                                       51



action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order) certified by the secretary or
an assistant secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Indenture Trustee of
evidence of the consent of the Holders of the Securities as aforesaid and other
documents, if any, required by Section 7.01, the Indenture Trustee shall join
with the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Indenture Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Indenture
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

      It shall not be necessary for the consent of the Securityholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

      Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to the provisions of this Section, the
Indenture Trustee shall give notice thereof (a) to the Holders of then
Outstanding Registered Securities of each series affected thereby, by mailing a
notice thereof by first-class mail to such Holders at their addresses as they
shall appear on the Security register, (b) if any Unregistered Securities of a
series affected thereby are then Outstanding, to the Holders thereof who have
filed their names and addresses with the Indenture Trustee within two years
preceding such notice, by mailing a notice thereof by first-class mail to such
Holders at such addresses as were so furnished to the Indenture Trustee and (c)
if any Unregistered Securities of a series affected thereby are then
Outstanding, to all Holders thereof, by publication of a notice thereof at least
once in an Authorized Newspaper, and in each case such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of the
Issuer to give such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

      Section 8.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Indenture Trustee, the Issuer and the Holders of
Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

      Section 8.04. Documents to be Given to Indenture Trustee. The Indenture
Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an
Officer's Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental

                                       52



indenture executed pursuant to this Article 8 complies with the applicable
provisions of this Indenture.

      Section 8.05. Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Indenture Trustee for such
series as to any matter provided for by such supplemental indenture or as to any
action taken by Securityholders. If the Issuer or the Indenture Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Indenture Trustee and the Board of Directors, to any modification
of this Indenture contained in any such supplemental indenture may be prepared
by the Issuer, authenticated by the Indenture Trustee and delivered in exchange
for the Securities of such series then Outstanding.

      Section 8.06. Subordination Unimpaired. This Indenture may not be amended
to alter the subordination of any of the Outstanding Securities without the
written consent of each holder of Senior Indebtedness then outstanding that
would be adversely affected thereby.

                                    ARTICLE 9
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      Section 9.01. Covenant Not to Merge, Consolidate, Sell or Convey Property
Except Under Certain Conditions. The Issuer covenants that it will not merge or
consolidate with any other person or sell, lease or convey all or substantially
all of its assets to any other person, unless (a) either the Issuer shall be the
continuing corporation, or the successor corporation or the person which
acquires by sale, lease or conveyance substantially all the assets of the Issuer
(if other than the Issuer) shall be a corporation organized under the laws of
the United States of America or any State thereof or the District of Columbia
and shall expressly assume the due and punctual payment of the principal of and
interest on all the Securities and Coupons, if any, according to their tenor,
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Issuer, by
supplemental indenture satisfactory to the Indenture Trustee, executed and
delivered to the Indenture Trustee by such corporation, and (b) the Issuer, such
person or such successor corporation, as the case may be, shall not, immediately
after such merger or consolidation, or such sale, lease or conveyance, be in
default in the performance of any such covenant or condition.

      Section 9.02. Successor Corporation Substituted. In case of any such
consolidation, merger, sale, lease or conveyance, and following such an
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Issuer, with the same effect as if it had
been named herein. Such successor corporation may cause to be signed, and may
issue either in its own name or in the name

                                       53



of the Issuer prior to such succession any or all of the Securities issuable
hereunder which together with any Coupons appertaining thereto theretofore shall
not have been signed by the Issuer and delivered to the Indenture Trustee; and,
upon the order of such successor corporation, instead of the Issuer, and subject
to all the terms, conditions and limitations in this Indenture prescribed, the
Indenture Trustee shall authenticate and shall deliver any Securities together
with any Coupons appertaining thereto which previously shall have been signed
and delivered by the officers of the Issuer to the Indenture Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Indenture Trustee for that
purpose. All of the Securities so issued together with any Coupons appertaining
thereto shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

      In case of any such consolidation, merger, sale, lease or conveyance such
changes in phrasing and form (but not in substance) may be made in the
Securities and Coupons thereafter to be issued as may be appropriate.

      In the event of any such sale or conveyance (other than a conveyance by
way of lease) the Issuer or any successor corporation which shall theretofore
have become such in the manner described in this Article shall be discharged
from all obligations and covenants under this Indenture and the Securities and
may be liquidated and dissolved.

      Section 9.03. Opinion of Counsel Delivered to Indenture Trustee. The
Indenture Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                   ARTICLE 10
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

      Section 10.01. Satisfaction and Discharge of Indenture. (a) If at any time
(i) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any series Outstanding hereunder and all
unmatured Coupons appertaining thereto (other than Securities of such series and
Coupons appertaining thereto which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.09) as and when the same
shall have become due and payable, or (ii) the Issuer shall have delivered to
the Indenture Trustee for cancellation all Securities of any series theretofore
authenticated and all unmatured Coupons appertaining thereto (other than any
Securities of such series and Coupons appertaining thereto which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09) or (iii) in the case of any series of Securities where the
exact amount (including the currency of payment) of principal of and interest
due on which can be

                                       54



determined at the time of making the deposit referred to in clause (B) below,
(A) all the Securities of such series and all unmatured Coupons appertaining
thereto not theretofore delivered to the Indenture Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Indenture Trustee for the giving of notice of
redemption, and (B) the Issuer shall have irrevocably deposited or caused to be
deposited with the Indenture Trustee as trust funds the entire amount in cash
(other than moneys repaid by the Indenture Trustee or any paying agent to the
Issuer in accordance with Section 10.04) or, in the case of any series of
Securities the payments on which may only be made in Dollars, direct obligations
of the United States of America, backed by its full faith and credit ("U.S.
GOVERNMENT OBLIGATIONS"), maturing as to principal and interest at such times
and in such amounts as will insure the availability of cash, or a combination
thereof, sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Indenture Trustee, to pay (1) the principal and interest on all
Securities of such series and Coupons appertaining thereto on each date that
such principal or interest is due and payable and (2) any mandatory sinking fund
payments on the dates on which such payments are due and payable in accordance
with the terms of the Indenture and the Securities of such series; and if, in
any such case, the Issuer shall also pay or cause to be paid all other sums
payable hereunder by the Issuer with respect to the Securities of such series,
then this Indenture shall cease to be of further effect with respect to the
Securities of such series and the Coupons appertaining thereto (except as to (i)
rights of registration of transfer and exchange of Securities of such Series and
of Coupons appertaining thereto and the Issuer's right of optional redemption,
if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (iii) rights of holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Indenture Trustee hereunder, (v) the rights of the Holders of Securities of
such series and Coupons appertaining thereto as beneficiaries hereof with
respect to the property so deposited with the Indenture Trustee payable to all
or any of them, and (vi) the obligations of the Issuer under Section 3.02) and
the Indenture Trustee, on demand of the Issuer accompanied by an Officer's
Certificate and an Opinion of Counsel and at the cost and expense of the Issuer,
shall execute proper instruments acknowledging such satisfaction of and
discharging this Indenture as to such series; provided, that the rights of
Holders of the Securities and Coupons to receive amounts in respect of principal
of and interest on the Securities and Coupons held by them shall not be delayed
longer than required by then-applicable mandatory rules or policies of any
securities exchange upon which the Securities are listed. The Issuer agrees to
reimburse the Indenture Trustee for any costs or expenses thereafter reasonably
and properly incurred and to compensate the Indenture Trustee for any services
thereafter reasonably and properly rendered by the Indenture Trustee in
connection with this Indenture or the Securities of such series.

                                       55



      (b) The following provisions shall apply to the Securities of each series
unless specifically otherwise provided in a Board Resolution, Officer's
Certificate or indenture supplemental hereto provided pursuant to Section 2.03.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause (i) below,
the Issuer shall be deemed to have paid and discharged the entire indebtedness
on all the Securities of such a series and the Coupons appertaining thereto on
the 91st day after the date of the deposit referred to in clause (i) below, and
the provisions of this Indenture with respect to the Securities of such series
and Coupons appertaining thereto shall no longer be in effect (except as to (A)
rights of registration of transfer and exchange of Securities of such series and
of Coupons appertaining thereto and the Issuer's right of optional redemption,
if any, (B) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (C) rights of Holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (D) the rights, obligations, duties and immunities of the
Indenture Trustee hereunder, (E) the rights of the Holders of Securities of such
series and Coupons appertaining thereto as beneficiaries hereof with respect to
the property so deposited with the Indenture Trustee payable to all or any of
them and (F) the obligations of the Issuer under Section 3.02) and the Indenture
Trustee, at the expense of the Issuer, shall at the Issuer's request, execute
proper instruments acknowledging the same, if

            (i) with reference to this provision the Issuer has irrevocably
      deposited or caused to be irrevocably deposited with the Indenture Trustee
      as trust funds in trust, specifically pledged as security for, and
      dedicated solely to, the benefit of the Holders of the Securities of such
      series and Coupons appertaining thereto (A) cash in an amount, or (B) in
      the case of any series of Securities the payments on which may only be
      made in Dollars, U.S. Government Obligations, maturing as to principal and
      interest at such times and in such amounts as will insure the availability
      of cash or (C) a combination thereof, sufficient, in the opinion of a
      nationally recognized firm of independent public accountants expressed in
      a written certification thereof delivered to the Indenture Trustee, to pay
      (1) the principal and interest on all Securities of such series and
      Coupons appertaining thereto on each date that such principal or interest
      is due and payable and (2) any mandatory sinking fund payments on the
      dates on which such payments are due and payable in accordance with the
      terms of the Indenture and the Securities of such series;

            (ii) such deposit will not result in a breach or violation of, or
      constitute a default under, any agreement or instrument to which the
      Issuer is a party or by which it is bound;

                                       56



            (iii) the Issuer has delivered to the Indenture Trustee an Opinion
      of Counsel based on the fact that (x) the Issuer has received from, or
      there has been published by, the Internal Revenue Service a ruling or (y)
      since the date hereof, there has been a change in the applicable Federal
      income tax law, in either case to the effect that, and such opinion shall
      confirm that, the Holders of the Securities of such series and Coupons
      appertaining thereto will not recognize income, gain or loss for Federal
      income tax purposes as a result of such deposit, defeasance and discharge
      and will be subject to Federal income tax on the same amount and in the
      same manner and at the same times, as would have been the case if such
      deposit, defeasance and discharge had not occurred;

            (iv) the Issuer has delivered to the Indenture Trustee an Officer's
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to the defeasance contemplated by this
      provision have been complied with;

            (v) no event or condition shall exist that, pursuant to the
      provisions of Section 13.01, would prevent the Issuer from making payments
      of the principal of or interest on the Securities of such series and
      Coupons appertaining thereto on the date of such deposit or at any time
      during the period ending on the 91st day after the date of such deposit
      (it being understood that this condition shall not be deemed satisfied
      until the expiration of such period); and

            (vi) the Issuer has delivered to the Indenture Trustee an Opinion of
      Counsel to the effect that (x) the trust funds will not be subject to any
      rights of holders of Senior Indebtedness, including without limitation
      those arising under Article 13 of this Indenture, and (y) after the 91st
      day following the deposit, the trust funds will not be subject to the
      effect of any applicable bankruptcy, insolvency, reorganization or similar
      laws affecting creditors' rights generally, except that if a court were to
      rule under any such law in any case or proceeding that the trust funds
      remained property of the Issuer, no opinion is given as to the effect of
      such laws on the trust funds except the following: (A) assuming such trust
      funds remained in the Indenture Trustee's possession prior to such court
      ruling to the extent not paid to Holders of Securities of such series and
      Coupons appertaining thereto, the Indenture Trustee will hold, for the
      benefit of such Holders, a valid and perfected security interest in such
      trust funds that is not avoidable in bankruptcy or otherwise, (B) such
      Holders will be entitled to receive adequate protection of their interests
      in such trust funds if such trust funds are used, and (C) no property,
      rights in property or other interests granted to the Indenture Trustee or
      such Holders in exchange for or with respect to any of such funds will be
      subject to any prior rights of holders of Senior Indebtedness, including
      without limitation those arising under Article 13 of this Indenture.

      (c) The Issuer shall be released from its obligations under Section 9.01
with respect to the Securities of any Series, and any Coupons appertaining
thereto,

                                       57



Outstanding on and after the date the conditions set forth below are satisfied
(hereinafter, "COVENANT DEFEASANCE"). For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities of any Series, the Issuer
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in such Section, whether directly or
indirectly by reason of any reference elsewhere herein to such Section or by
reason of any reference in such Section to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default, but the remainder of this Indenture and such Securities and
Coupons shall be unaffected thereby. The following shall be the conditions to
application of this subsection (c) of this Section 10.01:

            (i) The Issuer has irrevocably deposited or caused to be deposited
      with the Indenture Trustee as trust funds in trust for the purpose of
      making the following payments, specifically pledged as security for, and
      dedicated solely to, the benefit of the holders of the Securities of such
      series and Coupons appertaining thereto, (A) cash in an amount, (B) in the
      case of any series of Securities the payments on which may only be made in
      Dollars, U.S. Government Obligations maturing as to principal and interest
      at such times and in such amounts as will insure the availability of cash
      or (C) a combination thereof, sufficient, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Indenture Trustee, to pay (1) the
      principal and interest on all Securities of such series and Coupons
      appertaining thereto and (2) any mandatory sinking fund payments on the
      day on which such payments are due and payable in accordance with the
      terms of the Indenture and the Securities of such series.

            (ii) No Default or Event of Default or event which with notice or
      lapse of time or both would become a Default or an Event of Default with
      respect to the Securities shall have occurred and be continuing on the
      date of such deposit or, insofar as subsections 5.01(b) and 5.01(c) are
      concerned, at any time during the period ending on the 91st day after the
      date of such deposit (it being understood that this condition shall not be
      deemed satisfied until the expiration of such period).

            (iii) Such covenant defeasance shall not cause the Indenture Trustee
      to have a conflicting interest as defined in Section 6.08 and for purposes
      of the Trust Indenture Act of 1939 with respect to any securities of the
      Issuer.

            (iv) Such covenant defeasance shall not result in a breach or
      violation of, or constitute a default under, this Indenture or any other
      agreement or instrument to which the Issuer is a party or by which it is
      bound.

            (v) Such covenant defeasance shall not cause any Securities then
      listed on any registered national securities exchange under the Securities
      Exchange Act of 1934, as amended, to be delisted.

                                       58



            (vi) No event or condition shall exist that, pursuant to the
      provisions of Section 13.01, would prevent the Issuer from making payments
      of the principal of or interest on the Securities of such series and
      Coupons appertaining thereto on the date of such deposit or at any time
      during the period ending on the 91st day after the date of such deposit
      (it being understood that this condition shall not be deemed satisfied
      until the expiration of such period).

            (vii) The Issuer shall have delivered to the Indenture Trustee an
      Officer's Certificate and Opinion of Counsel to the effect that the
      Holders of the Securities of such series and Coupons appertaining thereto
      will not recognize income, gain or loss for Federal income tax purposes as
      a result of such covenant defeasance and will be subject to Federal income
      tax on the same amounts, in the same manner and at the same times as would
      have been the case if such covenant defeasance had not occurred.

            (viii) The Issuer shall have delivered to the Indenture Trustee an
      Officer's Certificate and an Opinion of Counsel, each stating that all
      conditions precedent provided for relating to the covenant defeasance
      contemplated by this provision have been complied with.

            (ix) The Issuer has delivered to the Indenture Trustee an Opinion of
      Counsel to the effect that (x) the trust funds will not be subject to any
      rights of holders of Senior Indebtedness, including without limitation
      those arising under Article 13 of this Indenture, and (y) after the 91st
      day following the deposit, the trust funds will not be subject to the
      effect of any applicable bankruptcy, insolvency, reorganization or similar
      laws affecting creditors' rights generally, except that if a court were to
      rule under any such law in any case or proceeding that the trust funds
      remained property of the Issuer, no opinion is given as to the effect of
      such laws on the trust funds except the following: (A) assuming such trust
      funds remained in the Indenture Trustee's possession prior to such court
      ruling to the extent not paid to Holders of Securities of such series and
      Coupons appertaining thereto, the Indenture Trustee will hold, for the
      benefit of such Holders, a valid and perfected security interest in such
      trust funds that is not avoidable in bankruptcy or otherwise, (B) such
      Holders will be entitled to receive adequate protection of their interests
      in such trust funds if such trust funds are used, and (C) no property,
      rights in property or other interests granted to the Indenture Trustee or
      such Holders in exchange for or with respect to any of such funds will be
      subject to any prior rights of holders of Senior Indebtedness, including
      without limitation those arising under Article 13 of this Indenture.

      Section 10.02. Application by Indenture Trustee of Funds Deposited for
Payment of Securities. Subject to Section 10.04, all moneys deposited with the
Indenture Trustee (or other trustee) pursuant to Section 10.01 shall be held in
trust and applied by it to the payment, either directly or through any paying
agent (including the Issuer acting as its own paying agent), to the Holders of
the particular Securities of such series and of

                                       59



Coupons appertaining thereto for the payment or redemption of which such moneys
have been deposited with the Indenture Trustee, of all sums due and to become
due thereon for principal and interest; but such money need not be segregated
from other funds except to the extent required by law.

      Section 10.03. Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Indenture Trustee and thereupon such
paying agent shall be released from all further liability with respect to such
moneys.

      Section 10.04. Return of Moneys Held by Indenture Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Indenture
Trustee or any paying agent for the payment of the principal of or interest on
any Security of any series or Coupons attached thereto and not applied but
remaining unclaimed for two years after the date upon which such principal or
interest shall have become due and payable, shall, upon the written request of
the Issuer and unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, be repaid to the Issuer by the
Indenture Trustee for such series or such paying agent, and the Holder of the
Securities of such series and of any Coupons appertaining thereto shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the Issuer for any payment
which such Holder may be entitled to collect, and all liability of the Indenture
Trustee or any paying agent with respect to such moneys shall thereupon cease;
provided, however, that the Indenture Trustee or such paying agent, before being
required to make any such repayment with respect to moneys deposited with it for
any payment (a) in respect of Registered Securities of any series, shall at the
expense of the Issuer, mail by first-class mail to Holders of such Securities at
their addresses as they shall appear on the Security register, and (b) in
respect of Unregistered Securities of any series, shall at the expense of the
Issuer cause to be published once, in an Authorized Newspaper, notice, that such
moneys remain and that, after a date specified therein, which shall not be less
than thirty days from the date of such mailing or publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer.

      Section 10.05. Indemnity for U.S. Government Obligations. The Issuer shall
pay and indemnify the Indenture Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 10.01 or the principal or interest received in respect of
such obligations.

                                       60


                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

      Section 11.01 . Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities and the Coupons appertaining
thereto by the Holders thereof and as part of the consideration for the issue of
the Securities and the Coupons appertaining thereto.

      Section 11.02 . Provisions of Indenture for the Sole Benefit of Parties
and Holders of Securities and Coupons. Nothing in this Indenture, in the
Securities or in the Coupons appertaining thereto, expressed or implied, shall
give or be construed to give to any person, firm or corporation, other than the
parties hereto and their successors and the holders of Senior Indebtedness and
the Holders of the Securities or Coupons, if any, any legal or equitable right,
remedy or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors, the holders of the Senior Indebtedness and
the Holders of the Securities or Coupons, if any.

      Section 11.03 . Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

      Section 11.04 . Notices and Demands on Issuer, Indenture Trustee and
Holders of Securities and Coupons. Any notice or demand which by any provision
of this Indenture is required or permitted to be given or served by the
Indenture Trustee or by the Holders of Securities or Coupons to or on the Issuer
may be given or served by being deposited postage prepaid, first-class mail
(except as otherwise specifically provided herein) addressed (until another
address of the Issuer is filed by the Issuer with the Indenture Trustee) to
Great Wolf Resorts, Inc., 122 West Washington Avenue, Madison, Wisconsin 53703,
Attention: Secretary. Any notice, direction, request or demand by the Issuer or
any Holder of Securities or Coupons to or upon the Indenture Trustee shall be
deemed to have been sufficiently given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Indenture Trustee is filed by the
Indenture Trustee with the Issuer) to Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.

                                       61



      Where this Indenture provides for notice to Holders of Registered
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder entitled thereto, at his last address as it appears in the Security
register. In any case where notice to such Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Indenture
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

      In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer when such notice
is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be reasonably satisfactory to the
Indenture Trustee shall be deemed to be a sufficient giving of such notice.

      Section 11.05 . Officer's Certificates and Opinions of Counsel; Statements
to be Contained Therein. Upon any application or demand by the Issuer to the
Indenture Trustee to take any action under any of the provisions of this
Indenture, the Issuer shall furnish to the Indenture Trustee an Officer's
Certificate stating that all conditions precedent provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

      Each certificate or opinion provided for in this Indenture and delivered
to the Indenture Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an opinion
as to whether or not such covenant or condition has been complied with and (d) a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

      Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same

                                       62



are erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters, information with respect to which is
in the possession of the Issuer, upon the certificate, statement or opinion of
or representations by an officer or officers of the Issuer, unless such counsel
knows that the certificate, statement or opinion or representations with respect
to the matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous.

      Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

      Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Indenture Trustee shall contain a statement that
such firm is independent.

      Section 11.06 . Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of interest on or principal of the Securities of any series or
any Coupons appertaining thereto or the date fixed for redemption or repayment
of any such Security or Coupon shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

      Section 11.07 . Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by, or with another
provision (an "incorporated provision") included in this Indenture by operation
of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such
imposed duties or incorporated provision shall control.

      Section 11.08 . New York Law to Govern. This Indenture and each Security
and Coupon shall be governed by, and construed in accordance with, the laws of
New York.

      Section 11.09 . Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

      Section 11.10 . Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

                                       63



      Section 11.11 . Securities in a Foreign Currency. Unless otherwise
specified in an Officer's Certificate delivered pursuant to Section 2.03 of this
Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all series or all
series affected by a particular action at the time Outstanding and, at such
time, there are Outstanding Securities of any series which are denominated in a
Foreign Currency, then the principal amount of Securities of such series which
shall be deemed to be Outstanding for the purpose of taking such action shall be
that amount of Dollars that could be obtained for such amount at the Market
Exchange Rate. For purposes of this Section 11.11, Market Exchange Rate shall
mean the noon Dollar buying rate in New York City for cable transfers of that
currency published by the Federal Reserve Bank of New York. If such Market
Exchange Rate is not available for any reason with respect to such currency, the
Indenture Trustee shall use, in its sole discretion and without liability on its
part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in The City of
New York or in the country of issue of the currency in question, or such other
quotations as the Indenture Trustee shall deem appropriate. The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a series denominated in a currency other than Dollars
in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture.

      All decisions and determinations of the Indenture Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive to the extent permitted by law for all purposes
and irrevocably binding upon the Issuer and all Holders.

      Section 11.12 . Judgment Currency. The Issuer agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the Securities of any series
(the "REQUIRED CURRENCY") into a currency in which a judgment will be rendered
(the "JUDGMENT CURRENCY"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Indenture Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the day on which final unappealable judgment is entered, unless such
day is not a New York Banking Day, then, to the extent permitted by applicable
law, the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Indenture Trustee could purchase in The City of
New York the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which a final unappealable judgment is entered,
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any recovery
pursuant to any judgment (whether or not entered in accordance with subsection
(a)), in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the actual receipt, by the payee,
of the full amount of the Required Currency expressed to be

                                       64



payable in respect of such payments, (ii) shall be enforceable as an alternative
or additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York or a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to close.

                                   ARTICLE 12
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

      Section 12.01 . Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.03 for
Securities of such series. The Issuer covenants that it shall, if then required
under applicable laws, regulations or policies, seek the prior approval of the
Securities and Exchange Commission or any self-regulatory organization then
having jurisdiction before redeeming any of the Securities.

      Section 12.02 . Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, to such Holders
of Securities of such series at their last addresses as they shall appear upon
the registry books at least 30 days and not more than 60 days prior to the date
fixed for redemption, or within such other redemption notice period as has been
designated for any Securities of such series pursuant to Section 2.03 or Section
2.04 (the "REDEMPTION NOTICE PERIOD"). Notice of redemption to the Holders of
Unregistered Securities to be redeemed as a whole or in part, who have filed
their names and addresses with the Indenture Trustee within the two years
preceding such notice of redemption, shall be given by mailing notice of such
redemption, by first class mail, postage prepaid, at least 30 and not more than
60 days prior to the date fixed for redemption or within any applicable
Redemption Notice Period to such Holders at such addresses as were so furnished
to the Indenture Trustee (and, in the case of any such notice given by the
Issuer, the Indenture Trustee shall make such information available to the
Issuer for such purpose). Notice of redemption to all other Holders of
Unregistered Securities shall be published in an Authorized Newspaper, in each
case, once in each of three successive calendar weeks, the first publication to
be not less than 30 nor more than 60 days prior to the date fixed for redemption
or within any applicable Redemption Notice Period; provided that notice to
Holders of Unregistered Securities held only in global form may be made, at the
option of the Issuer, through the customary notice provisions of the clearing
system or systems through which beneficial interests in such Unregistered
Securities are owned. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether

                                       65



or not the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.

      The notice of redemption to each such Holder shall specify the principal
amount of each Security of such series held by such Holder to be redeemed, the
date fixed for redemption, the redemption price (or if not then ascertainable,
the manner of calculation thereof), the place or places of payment, that payment
will be made upon presentation and surrender of such Securities and, in the case
of Securities with Coupons attached thereto, of all Coupons appertaining thereto
maturing after the date fixed for redemption, that such redemption is pursuant
to the mandatory or optional sinking fund, or both, if such be the case, that
interest accrued to the date fixed for redemption will be paid as specified in
such notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Security of a series is
to be redeemed in part only the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Security, a new Security
or Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

      The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Indenture Trustee in the name and at the expense of the Issuer.

      Any notice of redemption may state that the redemption of the Securities
of any series may be, at the Issuer's discretion, subject to the satisfaction of
one or more conditions precedent.

      On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer will deposit with the Indenture
Trustee or with one or more paying agents (or, if the Issuer is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
3.04) an amount of money or other property sufficient to redeem on the
redemption date all the Securities of such series so called for redemption at
the appropriate redemption price, together with accrued interest to the date
fixed for redemption. The Issuer will deliver to the Indenture Trustee at least
10 days prior to the date fixed for redemption or at least 10 days prior to the
first day of any applicable Redemption Notice Period an Officer's Certificate
stating the aggregate principal amount of Securities to be redeemed. In case of
a redemption at the election of the Issuer prior to the expiration of any
restriction on such redemption, the Issuer shall deliver to the Indenture
Trustee, prior to the giving of any notice of redemption to Holders pursuant to
this Section, an Officer's Certificate stating that such restriction has been
complied with.

      If less than all the Securities of a series are to be redeemed, the
Indenture Trustee shall select, in such manner as it shall deem appropriate and
fair, Securities of such Series

                                       66



to be redeemed in whole or in part. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Indenture Trustee shall promptly notify the
Issuer in writing of the Securities of such series selected for redemption and,
in the case of any Securities of such series selected for partial redemption,
the principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

      Section 12.03 . Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue, and the unmatured Coupons, if any, appertaining thereto shall be void,
and, except as provided in Sections 6.05 and 10.04, such Securities shall cease
from and after the date fixed for redemption to be entitled to any benefit or
security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
together with all Coupons, if any, appertaining thereto maturing after the date
fixed for redemption, said Securities or the specified portions thereof shall be
paid and redeemed by the Issuer at the applicable redemption price, together
with interest accrued thereon to the date fixed for redemption; provided that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Securities with Coupons attached thereto, to the
Holders of the Coupons for such interest upon surrender thereof, and in the case
of Registered Securities, to the Holders of such Registered Securities
registered as such on the relevant record date subject to the terms and
provisions of Sections 2.03 and 2.07 hereof.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
such Security.

      If any Security with Coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant Coupons maturing after the
date fixed for redemption, the surrender of such missing Coupon or Coupons may
be waived by the Issuer and the Indenture Trustee, if there be furnished to each
of them such security or indemnity as they may require to save each of them
harmless.

                                       67



      Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series, of authorized denominations, in principal amount
equal to the unredeemed portion of the Security so presented.

      Section 12.04 . Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Indenture Trustee at least
40 days prior to the last date on which notice of redemption may be given as
being owned of record and beneficially by, and not pledged or hypothecated by
either (a) the Issuer or (b) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer.

      Section 12.05 . Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of the Securities of any
series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

      In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Indenture Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Indenture Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or (c)
receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of such series. Securities so delivered or credited shall be received
or credited by the Indenture Trustee at the sinking fund redemption price
specified in such Securities.

      On or before the 60th day next preceding each sinking fund payment date or
the 30th day next preceding the last day of any applicable Redemption Notice
Period relating to a sinking fund payment date for any series, the Issuer will
deliver to the Indenture Trustee an Officer's Certificate (which need not
contain the statements required by Section 11.05) (a) specifying the portion of
the mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of Securities of such series and the basis for
such credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Defaults or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Issuer intends

                                       68



to exercise its right to make an optional sinking fund payment with respect to
such series and, if so, specifying the amount of such optional sinking fund
payment which the Issuer intends to pay on or before the next succeeding sinking
fund payment date. Any Securities of such series to be credited and required to
be delivered to the Indenture Trustee in order for the Issuer to be entitled to
credit therefor as aforesaid which have not theretofore been delivered to the
Indenture Trustee shall be delivered for cancellation pursuant to Section 2.10
to the Indenture Trustee with such Officer's Certificate (or reasonably promptly
thereafter if acceptable to the Indenture Trustee). Such Officer's Certificate
shall be irrevocable and upon its receipt by the Indenture Trustee the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day or 30th day,
if applicable, to deliver such Officer's Certificate and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute, on
and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) that the
Issuer will make no optional sinking fund payment with respect to such series as
provided in this Section.

      If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or the equivalent thereof in any Foreign Currency) or a lesser sum in Dollars
(or the equivalent thereof in any Foreign Currency) if the Issuer shall so
request with respect to the Securities of any particular series, such cash shall
be applied on the next succeeding sinking fund payment date to the redemption of
Securities of such series at the sinking fund redemption price together with
accrued interest to the date fixed for redemption. If such amount shall be
$50,000 (or the equivalent thereof in any Foreign Currency) or less and the
Issuer makes no such request then it shall be carried over until a sum in excess
of $50,000 (or the equivalent thereof in any Foreign Currency) is available. The
Indenture Trustee shall select, in the manner provided in Section 12.02, for
redemption on such sinking fund payment date a sufficient principal amount of
Securities of such series to absorb said cash, as nearly as may be, and shall
(if requested in writing by the Issuer) inform the Issuer of the serial numbers
of the Securities of such series (or portions thereof) so selected. Securities
shall be excluded from eligibility for redemption under this Section if they are
identified by registration and certificate number in an Officer's Certificate
delivered to the Indenture Trustee at least 60 days prior to the sinking fund
payment date or at least 30 days prior to the last day of any applicable
Redemption Notice Period relating to a sinking fund payment date as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Issuer or (b) an entity specifically identified in such Officer's Certificate as
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer. The Indenture Trustee, in the name and at the
expense of the Issuer (or the Issuer, if it shall so request the Indenture
Trustee in writing) shall cause notice of redemption of the Securities of

                                       69



such series to be given in substantially the manner provided in Section 12.02
(and with the effect provided in Section 12.03) for the redemption of Securities
of such series in part at the option of the Issuer. The amount of any sinking
fund payments not so applied or allocated to the redemption of Securities of
such series shall be added to the next cash sinking fund payment for such series
and, together with such payment, shall be applied in accordance with the
provisions of this Section. Any and all sinking fund moneys held on the stated
maturity date of the Securities of any particular series (or earlier, if such
maturity is accelerated), which are not held for the payment or redemption of
particular Securities of such series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such series at maturity.

      On or before each sinking fund payment date, the Issuer shall pay to the
Indenture Trustee in cash or shall otherwise provide for the payment of all
interest accrued to the date fixed for redemption on Securities to be redeemed
on the next following sinking fund payment date.

      The Indenture Trustee shall not redeem or cause to be redeemed any
Securities of a series with sinking fund moneys or give any notice of redemption
of Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Default except that, where the giving of notice of redemption of any Securities
shall theretofore have been made, the Indenture Trustee shall redeem or cause to
be redeemed such Securities, provided that it shall have received from the
Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such default or Default
shall occur, and any moneys thereafter paid into the sinking fund, shall, during
the continuance of such default or Default, be deemed to have been collected
under Article 5 and held for the payment of all such Securities. In case such
Default shall have been waived as provided in Section 5.10 or the default cured
on or before the sixtieth day preceding the sinking fund payment date in any
year, such moneys shall thereafter be applied on the next succeeding sinking
fund payment date in accordance with this Section to the redemption of such
Securities.

                                   ARTICLE 13
                                  SUBORDINATION

      Section 13.01 . Securities and Coupons Subordinated to Senior
Indebtedness. The Issuer covenants and agrees, and each Holder of a Security or
Coupon, by his acceptance thereof, likewise covenants and agrees, that the
indebtedness represented by the Securities and any Coupons and the payment of
the principal of and interest on each and all of the Securities and of any
Coupons is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of
Senior Indebtedness.

                                       70



      In the event (a) of any insolvency or bankruptcy proceedings or any
receivership, liquidation, reorganization or other similar proceedings in
respect of the Issuer or a substantial part of its property, or of any
proceedings for liquidation, dissolution or other winding up of the Issuer,
whether or not involving insolvency or bankruptcy, or (b) subject to the
provisions of Section 13.02 that (i) a default shall have occurred with respect
to the payment of principal of or interest on or other monetary amounts due and
payable on any Senior Indebtedness, or (ii) there shall have occurred an event
of default (other than a default in the payment of principal or interest or
other monetary amounts due and payable) in respect of any Senior Indebtedness,
as defined therein or in the instrument under which the same is outstanding,
permitting the holder or holders thereof to accelerate the maturity thereof
(with notice or lapse of time, or both), and such event of default shall have
continued beyond the period of grace, if any, in respect thereof, and, in the
cases of subclauses (i) and (ii) of this clause (b), such default or event of
default shall not have been cured or waived or shall not have ceased to exist,
or (c) that the principal of and accrued interest on the Securities of any
series shall have been declared due and payable pursuant to Section 5.01 and
such declaration shall not have been rescinded and annulled as provided in
Section 5.01 then:

            (i) the holders of all Senior Indebtedness shall first be entitled
      to receive payment of the full amount due thereon, or provision shall be
      made for such payment in money or money's worth, before the Holders of any
      of the Securities or Coupons are entitled to receive a payment on account
      of the principal of or interest on the indebtedness evidenced by the
      Securities or of the Coupons, including, without limitation, any payments
      made pursuant to Article 12.

            (ii) any payment by, or distribution of assets of, the Issuer of any
      kind or character, whether in cash, property or securities, to which the
      Holders of any of the Securities or Coupons or the Indenture Trustee would
      be entitled except for the provisions of this Article shall be paid or
      delivered by the person making such payment or distribution, whether a
      trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
      directly to the holders of such Senior Indebtedness or their
      representative or representatives or to the trustee or trustees under any
      indenture under which any instruments evidencing any of such Senior
      Indebtedness may have been issued, ratably according to the aggregate
      amounts remaining unpaid on account of such Senior Indebtedness held or
      represented by each, to the extent necessary to make payment in full of
      all Senior Indebtedness remaining unpaid after giving effect to any
      concurrent payment or distribution (or provision therefor) to the holders
      of such Senior Indebtedness, before any payment or distribution is made to
      the holders of the indebtedness evidenced by the Securities or Coupons or
      to the Indenture Trustee under this instrument; and

            (iii) in the event that, notwithstanding the foregoing, any payment
      by, or distribution of assets of, the Issuer of any kind or character,
      whether in cash, property or securities, in respect of principal of or
      interest on the Securities or in

                                       71



      connection with any repurchase by the Issuer of the Securities, shall be
      received by the Indenture Trustee or the Holders of any of the Securities
      or Coupons before all Senior Indebtedness is paid in full, or provision
      made for such payment in money or money's worth, such payment or
      distribution in respect of principal of or interest on the Securities or
      in connection with any repurchase by the Issuer of the Securities shall be
      paid over to the holders of such Senior Indebtedness or their
      representative or representatives or to the trustee or trustees under any
      indenture under which any instruments evidencing any such Senior
      Indebtedness may have been issued, ratably as aforesaid, for application
      to the payment of all Senior Indebtedness remaining unpaid until all such
      Senior Indebtedness shall have been paid in full, after giving effect to
      any concurrent payment or distribution (or provision therefor) to the
      holders of such Senior Indebtedness.

      Notwithstanding the foregoing, at any time after the 91st day following
the date of deposit of cash or, in the case of Securities payable only in
Dollars, U.S. Government Obligations pursuant to Section 10.01(b) or Section
10.01(c) (provided all other conditions set out in such Section shall have been
satisfied) the funds so deposited and any interest thereon will not be subject
to any rights of holders of Senior Indebtedness including, without limitation,
those arising under this Article 13.

      Section 13.02 . Disputes with Holders of Certain Senior Indebtedness. Any
failure by the Issuer to make any payment on or perform any other obligation
under Senior Indebtedness, other than any indebtedness incurred by the Issuer or
assumed or guaranteed, directly or indirectly, by the Issuer for money borrowed
(or any deferral, renewal, extension or refunding thereof) or any indebtedness
or obligation as to which the provisions of this Section shall have been waived
by the Issuer in the instrument or instruments by which the Issuer incurred,
assumed, guaranteed or otherwise created such indebtedness or obligation, shall
not be deemed a default or event of default under Section 13.01(b) if (a) the
Issuer shall be disputing its obligation to make such payment or perform such
obligation and (b) either (i) no final judgment relating to such dispute shall
have been issued against the Issuer which is in full force and effect and is not
subject to further review, including a judgment that has become final by reason
of the expiration of the time within which a party may seek further appeal or
review, and (ii) in the event of a judgment that is subject to further review or
appeal has been issued, the Issuer shall in good faith be prosecuting an appeal
or other proceeding for review and a stay of execution shall have been obtained
pending such appeal or review.

      Section 13.03 . Subrogation. Subject to the payment in full of all Senior
Indebtedness, the Holders of the Securities and any Coupons shall be subrogated
(equally and ratably with the holders of all obligations of the Issuer which by
their express terms are subordinated to Senior Indebtedness of the Issuer to the
same extent as the Securities are subordinated and which are entitled to like
rights of subrogation) to the rights of the holders of Senior Indebtedness to
receive payments or distributions of cash, property or securities of the Issuer
applicable to the Senior Indebtedness until all amounts owing on the Securities
and any Coupons shall be paid in full, and as between the Issuer, its

                                       72



creditors other than holders of such Senior Indebtedness and the Holders, no
such payment or distribution made to the holders of Senior Indebtedness by
virtue of this Article that otherwise would have been made to the Holders shall
be deemed to be a payment by the Issuer on account of such Senior Indebtedness,
it being understood that the provisions of this Article are and are intended
solely for the purpose of defining the relative rights of the Holders, on the
one hand, and the holders of Senior Indebtedness, on the other hand.

      Section 13.04 . Obligation of Issuer Unconditional. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities or any Coupons
is intended to or shall impair, as among the Issuer, its creditors other than
the holders of Senior Indebtedness and the Holders, the obligation of the
Issuer, which is absolute and unconditional, to pay to the Holders the principal
of and interest on the Securities and the amounts owed pursuant to any Coupons
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the Holders and
creditors of the Issuer other than the holders of Senior Indebtedness, nor shall
anything herein or therein prevent the Indenture Trustee or any Holder from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article of the holders
of Senior Indebtedness in respect of cash, property or securities of the Issuer
received upon the exercise of any such remedy.

      Upon payment or distribution of assets of the Issuer referred to in this
Article, the Indenture Trustee and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which any
such dissolution, winding up, liquidation or reorganization proceeding affecting
the affairs of the Issuer is pending or upon a certificate of the trustee in
bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee
or agent or other person making any payment or distribution, delivered to the
Indenture Trustee or to the Holders, for the purpose of ascertaining the persons
entitled to participate in such payment or distribution, the holders of the
Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or
payable thereon, the amount paid or distributed thereon and all other facts
pertinent thereto or to this Article.

      Section 13.05 . Payments on Securities and Coupons Permitted. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities or
Coupons shall affect the obligations of the Issuer to make, or prevent the
Issuer from making, payment of the principal of or interest on the Securities
and of any Coupons in accordance with the provisions hereof and thereof, except
as otherwise provided in this Article.

      Section 13.06 . Effectuation of Subordination by Indenture Trustee. Each
holder of Securities or Coupons, by his acceptance thereof, authorizes and
directs the Indenture Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate

                                       73



the subordination provided in this Article and appoints the Indenture Trustee
his attorney-in-fact for any and all such purposes.

      Section 13.07 . Knowledge of Indenture Trustee. Notwithstanding the
provisions of this Article or any other provisions of this Indenture, the
Indenture Trustee shall not be charged with knowledge of the existence of any
facts that would prohibit the making of any payment of moneys to or by the
Indenture Trustee, or the taking of any other action by the Indenture Trustee,
unless and until the Indenture Trustee shall have received written notice
thereof mailed or delivered to the Indenture Trustee at its Corporate Trust
Office from the Issuer, any Holder, any paying agent or the holder or
representative of any class of Senior Indebtedness; provided that if at least
three Business Days prior to the date upon which by the terms hereof any such
moneys may become payable for any purpose (including, without limitation, the
payment of the principal or interest on any Security or interest on any Coupon)
the Indenture Trustee shall not have received with respect to such moneys the
notice provided for in this Section, then, anything herein contained to the
contrary notwithstanding, the Indenture Trustee shall have full power and
authority to receive such moneys and to apply the same to the purpose for which
they were received and shall not be affected by any notice to the contrary that
may be received by it within three Business Days prior to or on or after such
date.

      Section 13.08 . Indenture Trustee May Hold Senior Indebtedness. The
Indenture Trustee shall be entitled to all the rights set forth in this Article
with respect to any Senior Indebtedness at the time held by it, to the same
extent as any other holder of Senior Indebtedness, and nothing in Section 6.03
or elsewhere in this Indenture shall deprive the Indenture Trustee of any of its
rights as such holder.

      Section 13.09 . Rights of Holders of Senior Indebtedness Not Impaired. No
right of any present or future holder of any Senior Indebtedness to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Issuer or by any noncompliance
by the Issuer with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

      With respect to the holders of Senior Indebtedness, (a) the duties and
obligations of the Indenture Trustee shall be determined solely by the express
provisions of this Indenture, (b) the Indenture Trustee shall not be liable
except for the performance of such duties and obligations as are specifically
set forth in this Indenture, (c) no implied covenants or obligations shall be
read into this Indenture against the Indenture Trustee and (d) the Indenture
Trustee shall not be deemed to be a fiduciary as to such holders.

      Section 13.10 . Article Applicable to Paying Agents. In case at any time
any paying agent other than the Indenture Trustee shall have been appointed by
the Issuer and be then acting hereunder, the term "Indenture Trustee" as used in
this Article shall in such case (unless the context shall require otherwise) be
construed as extending to and including such paying agent within its meaning as
fully for all intents and purposes as if

                                       74



such paying agent were named in this Article in addition to or in place of the
Indenture Trustee, provided, however, that Sections 13.07 and 13.08 shall not
apply to the Issuer if it acts as its own paying agent.

      Section 13.11 . Indenture Trustee; Compensation Not Prejudiced. Nothing in
this Article shall apply to claims of, or payments to, the Indenture Trustee
pursuant to Section 6.06.

                                       75



      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of June __, 2006.

                                         GREAT WOLF RESORTS, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:
Attest:

By: ________________________________

                                         WILMINGTON TRUST COMPANY,
                                           INDENTURE TRUSTEE

                                         By: ___________________________________
                                             Name:
                                             Title:



STATE OF WISCONSIN   )
                     )   SS.:
COUNTY OF DANE       )

      On this ____ of ________, 2006 before me personally came       , to me
personally known, who, being by me duly sworn, did depose and say that he
resides at               that he is the            of Great Wolf Resorts, Inc.,
one of the corporations described in and which executed the above instrument;
and that he signed his name thereto by authority of the Board of Directors of
said corporation.

[NOTARIAL SEAL]

__________________________
Notary Public



STATE OF DELAWARE  )
                   )  SS.:
COUNTY OF NEW CASTLE   )

      On this ____ of ________, 2006 before me personally came       , to me
personally known, who, being by me duly sworn, did depose and say that he
resides at             that he is a Vice President of Wilmington Trust Company,
one of the corporations described in and which executed the above instrument and
that he signed his name thereto by like authority.

[NOTARIAL SEAL]

__________________
Notary Public

EX-4.8

                                                                     EXHIBIT 4.8

      THIS OBLIGATION IS SUBORDINATED TO THE SENIOR INDEBTEDNESS OF THE ISSUER
AS SET FORTH HEREIN AND IS NOT SECURED.

                            GREAT WOLF RESORTS, INC.

                   __% JUNIOR SUBORDINATED DEBENTURE DUE 2036

REGISTERED
NO. 1                                                       $___________________
                                                            CUSIP:______________

      Great Wolf Resorts, Inc., a Delaware corporation (together with its
successors and assigns, the "ISSUER"), for value received, hereby promises to
pay to Wilmington Trust Company, as Property Trustee (the "PROPERTY TRUSTEE,"
which term includes any successor Property Trustee for GW Capital Trust II) for
GW Capital Trust II, a statutory trust formed under the laws of the State of
Delaware (the "ISSUER TRUST"), or registered assignees or such other registered
holder (in the event this Debenture is distributed to the holders of Trust
Preferred Securities of the Issuer Trust pursuant to the Amended and Restated
Declaration of Trust of the Issuer Trust dated as of the date hereof among the
Company, as Sponsor, Wilmington Trust Company, as Property Trustee and as
Delaware Trustee, and the Administrative Trustees named therein), the principal
sum of $_________ (___________ DOLLARS) on June __, 2036 (the "STATED
MATURITY").

      The Issuer further promises to pay interest on said principal sum at the
annual rate of ____%, subject to increase to __% during an Increased Rate Period
(as defined on the reverse hereof) as set forth on reverse hereof. Interest on
this Debenture will accrue from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from and including _______, 2006 to but
excluding the date the principal hereof has been paid or duly made available for
payment as set forth in the Indenture (as defined on the reverse hereof),
subject to the Company's right to defer interest payments as set forth on the
reverse hereof. Interest is payable quarterly in arrears on March __, June __,
September __ and December __ of each year (each, an "INTEREST PAYMENT DATE"),
commencing September __, 2006, subject to the Company's right to defer paying
interest as set forth on the reverse hereof. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, subject
to the Company's right to defer paying interest as set forth on the reverse
hereof, be paid to the Person in whose name this Debenture (or one or more
predecessor Debentures) is registered at the close of business on the 15th
calendar day (whether or not a Business Day (as defined in the Indenture)) next
preceding such Interest Payment Date (each such date, a "RECORD DATE").

      Interest payments for this Debenture will be computed and paid on the
basis of a 360-day year of twelve 30-day months and the actual days elapsed in a
partial month in such period. Accrued interest that is not paid on the
applicable Interest Payment Date will bear additional interest on the amount
thereof at a rate equal to the then current interest rate borne by the



Debentures (the "COUPON RATE"), compounded quarterly and computed on the basis
of a 360-day year of twelve 30-day months and the actual days elapsed in a
partial month in such period ("COMPOUNDED INTEREST"). The amount of any interest
payable for any full interest period will be computed by dividing the interest
rate per annum by four. The term "interest" as used herein includes quarterly
interest payments (whether at the initial interest rate borne by the Debentures
or at the increased rate during an Increased Rate Period (as defined on the
reverse hereof) upon the occurrence of a Special Event (as defined on the
reverse hereof)), any interest on quarterly interest payments not paid on the
applicable Interest Payment Date, Compounded Interest and any Additional Sums
(as defined on the reverse hereof), as applicable.

      If any Interest Payment Date or the Stated Maturity (or any redemption or
repayment date) does not fall on a Business Day, payment of interest, premium,
if any, or principal otherwise payable on such date need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date or at the Stated Maturity (or
any redemption or repayment date), and no interest on such payment shall accrue
for the period from and after the Interest Payment Date or the Stated Maturity
(or any redemption or repayment date) to such next succeeding Business Day.

      A Holder of U.S. $1,000,000 or more in aggregate principal amount of
Debentures having the same Interest Payment Date, the interest on which is
payable in U.S. dollars, shall be entitled to receive payments of interest,
other than interest due at maturity or on any date of redemption or repayment,
by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than 15
calendar days prior to the applicable Interest Payment Date.

      Reference is hereby made to the further provisions of this Debenture set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place, including, without
limitation, the provisions relating to the subordination of this Debenture to
the Issuer's Senior Indebtedness (as defined on the reverse hereof).

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee, this Debenture shall not be entitled to any benefit under the
Indenture, as defined on the reverse hereof, or be valid or obligatory for any
purpose.

                                       2


      IN WITNESS WHEREOF, the Issuer has caused this Junior Subordinated
Debenture to be duly executed.

DATED:  ___________, 2006
                                       GREAT WOLF RESORTS, INC.

                                       By:
                                              _________________________________
                                              Name:
                                              Title:

                                       3


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Debentures referred to in the within-mentioned Junior
Subordinated Indenture.

DATED: ___________, 2006

WILMINGTON TRUST COMPANY,
  as Indenture Trustee

By:_______________________
   Authorized Signatory

                                       4


                               REVERSE OF SECURITY

      Indenture. This debenture is one of a duly authorized issue of _____%
Junior Subordinated Debentures due 2036 (the "DEBENTURES") of the Issuer. The
Debentures are being issued under a Junior Subordinated Indenture (the "BASE
INDENTURE"), dated as of June __, 2006, between the Issuer and Wilmington Trust
Company, as Indenture Trustee (the "INDENTURE TRUSTEE," which term includes any
successor indenture trustee under the Indenture) and an Officer's Certificate
dated as of June __, 2006 (the "OFFICER'S CERTIFICATE", and together with the
Base Indenture, the "INDENTURE"), to which Indenture reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Debentures and the
terms upon which the Debentures are, and are to be, authenticated and delivered.
To the extent not inconsistent herewith, the terms of the Indenture are hereby
incorporated by reference herein and form a part of the terms and other
provisions of this Debenture. To the extent there is a conflict or inconsistency
between such terms in the Base Indenture, on the one hand, and the Officer's
Certificate and this Debenture, on the other hand, the latter shall govern.
Capitalized terms not otherwise defined herein have the meaning given to such
terms in the Indenture.

      No Sinking Fund, etc. This Debenture will not be subject to any sinking
fund and, except as provided below, will not be redeemable or subject to
repayment at the option of the holder prior to its Stated Maturity.

      Additional Interest Provisions. In addition to the terms and other
provisions relating to interest on the front of this Debenture and the
Indenture, the following shall apply to this Debenture:

      If a Special Event (as defined below) occurs, the interest rate payable on
this Debenture shall increase to __% per U.S. $25 principal amount of
Debentures, beginning on the 30th calendar day after the Special Event occurs
through and including the earlier of (1) the date of a Special Event Termination
(as defined below) and (2) the Stated Maturity. Any period during which the
Special Event occurs and for which this Debenture bears such increased interest
rate is referred to as an "Increased Rate Period." The Issuer will have the
option to redeem this Debenture at any time during an Increased Rate Period
until any Special Event Termination. If a Special Event Termination occurs, then
the Increased Rate Period will cease and the interest rate payable on this
Debenture will return to the rate in existence before the Increased Rate Period.

      So long as no Event of Default has occurred and is continuing, the Issuer
shall have the right at any time, and from time to time, during the term of this
Debenture to defer payments of interest by extending the interest payment period
of this Debenture for a period not exceeding 20 consecutive quarters (the
"EXTENSION PERIOD"), during which Extension Period no interest shall be due and
payable on this Debenture; provided, that no Extension Period may extend beyond
the Stated Maturity. Interest, the payment of which has been deferred because of
the extension of the interest payment period pursuant to this paragraph, will
bear interest thereon at the Coupon Rate compounded quarterly for each quarter
of the Extension Period and computed on the basis of a 360-day year of twelve
30-day months and the actual days elapsed in a partial month in such

                                       5


period ("ADDITIONAL Interest"). The amount of interest payable for any full
interest period will be computed by dividing the interest rate per annum by
four. At the end of the Extension Period, the Issuer shall pay all interest
accrued and unpaid on this Debenture, including any Additional Sums (as defined
below) and Additional Interest (together, "DEFERRED INTEREST") that shall be
payable to the Holders of this Debenture in whose names this Debenture is
registered in the Securities Register on the Record Date with respect to the
first Interest Payment Date after the end of the Extension Period. Before the
termination of any Extension Period, the Issuer may further extend the payment
of interest; provided, that such period together with all such further
extensions thereof shall not exceed 20 consecutive quarters, or extend beyond
the Stated Maturity. In the event that any Debentures are called for redemption
on a date prior to the end of an Extension Period, with respect to such
Debentures, such Extension Period shall be deemed to end on such date or such
earlier date as may be determined by the Issuer. Upon the termination of any
Extension Period and upon the payment of all Deferred Interest then due, the
Issuer may commence a new Extension Period, subject to the foregoing
requirements. No interest shall be due and payable during an Extension Period,
except at the end thereof, but the Issuer may prepay at any time all or any
portion of the interest accrued during an Extension Period.

      If the Property Trustee (as defined in the Trust Agreement) is the only
Holder of the Debentures at the time the Issuer selects an Extension Period, the
Issuer shall give written notice to the Issuer Trustees (as defined in the Trust
Agreement) of its selection of such Extension Period at least 15 Business Days
prior to the date the Distributions (as defined in the Trust Agreement) on the
Trust Securities (as defined in the Trust Agreement) would have been payable but
for the election to begin such Extension Period.

      If the Property Trustee is not the only Holder, or is not itself the
Holder, of the Debentures at the time the Issuer selects an Extension Period,
the Issuer shall give the Holders of the Debentures and the Indenture Trustee
written notice of its selection of such Extension Period at least 10 Business
Days before the earlier of the next succeeding Interest Payment Date or the date
the Issuer is required to give notice of the record or payment date of such
interest payment to Holders of the Debentures.

      Optional Redemption. This Debenture may be redeemed at the option of the
Issuer as follows:

            (1)   on or after June __, 2011 in whole at any time or in part from
                  time to time;

            (2)   prior to June __, 2011, in whole (but not in part) at any time
                  within 90 calendar days following the occurrence and
                  continuation of a Tax Event (as defined below) or an
                  Investment Company Event (as defined below) (the "90-DAY
                  PERIOD"); or

            (3)   on and after the 30th calendar day after a Special Event (as
                  defined below) but prior to any Special Event Termination (as
                  defined below),

                                       6


in each case, at a redemption price equal to 100% of the principal amount of the
Debentures to be redeemed plus the accrued and unpaid interest on the Debentures
so redeemed to but excluding the date fixed for redemption (the "REDEMPTION
PRICE").

      The Issuer's right to redeem the Debentures under clause (2) of the
preceding paragraph shall be subject to the condition that if at the time there
is available to the Issuer or the Issuer Trust the opportunity to eliminate,
within the 90-Day Period, the Tax Event or Investment Company Event by taking
some ministerial action ("MINISTERIAL ACTION"), such as filing a form or making
an election, or pursuing some other similar reasonable measure, that will have
no adverse effect on the Issuer, the Issuer Trust or the holders of Trust
Securities and will involve no material cost, the Issuer shall pursue such
measures in lieu of redemption; provided further, that the Issuer shall have no
right to redeem the Debentures under such clause (2) while either the Issuer or
the Issuer Trust is pursuing any Ministerial Action pursuant to the Trust
Agreement.

      "TAX EVENT" means the receipt by the Issuer Trust of an opinion of counsel
experienced in such matters, who shall not be an officer or employee of the
Issuer or any of its affiliates, to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, or as a
result of any official or administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement, action or decision is announced on
or after ______, 2006, which is the date of the initial offering of the Trust
Preferred Securities of the Issuer Trust to the public, there is more than an
insubstantial risk that:

            (1)   the Issuer Trust is, or will be within 90 days of the delivery
                  of such opinion, subject to United States federal income tax
                  with respect to income received or accrued on the Debentures;

            (2)   interest payable by the Issuer on the Debentures is not, or
                  within 90 days of the delivery of such opinion will not be,
                  deductible by the Issuer, in whole or in part, for United
                  States federal income tax purposes; or

            (3)   the Issuer Trust is, or will be within 90 days of the delivery
                  of the opinion, subject to more than a de minimis amount of
                  other taxes, duties or other governmental charges;

provided, however, that Tax Event shall not include any event described above
that requires the Issuer for United States Federal income tax purposes to defer
taking a deduction for any original issue discount that accrues with respect to
the Debentures until the interest payment related to such original issue
discount is paid by the Issuer in cash.

      "INVESTMENT COMPANY EVENT" means the receipt by the Issuer Trust of an
opinion of counsel experienced in such matters, who shall not be an officer or
employee of the Issuer or any of its affiliates, to the effect that, as a result
of the occurrence of a change in law or regulation or a written change
(including any announced prospective change) in interpretation or application

                                       7


of law or regulation by any legislative body, court, governmental agency or
regulatory authority, there is more than an insubstantial risk that the Issuer
Trust is or will be considered an "investment company" that is required to be
registered under the Investment Company Act of 1940, as amended, which change or
prospective change becomes effective or would become effective, as the case may
be, on or after ________, 2006, which is the date of the initial offering of the
Trust Preferred Securities of the Issuer Trust to the public.

      A "SPECIAL EVENT" means both (1) the Trust Preferred Securities cease to
be listed on the New York Stock Exchange ("NYSE") or the American Stock Exchange
("AMEX") or quoted on the Nasdaq National Market ("NASDAQ"), and (2) the Issuer
ceases to be subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT"), but the Trust Preferred Securities
remain outstanding.

      A "SPECIAL EVENT TERMINATION" means both (1) the Trust Preferred
Securities are again listed on the NYSE or AMEX or quoted on the Nasdaq
(following their not being so listed or quoted) and (2) the Issuer becomes
subject to the reporting requirements of the Exchange Act (following it not
having been subject to such requirements).

      Notice of redemption shall be mailed by first class mail, postage prepaid,
to the Holders of the Debentures designated for redemption at their addresses as
the same shall appear on the Debenture register not less than 30 nor more than
60 days prior to the date fixed for redemption (the "REDEMPTION NOTICE PERIOD"),
subject to all the conditions and provisions of the Indenture. In the event of
redemption of this Debenture in part only, a new Debenture or Debentures for the
amount of the unredeemed portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof. The Redemption Price shall be paid
prior to 12:00 noon, New York City time, on the date of such redemption or such
earlier time as the Issuer determines; provided, that the Issuer shall deposit
with the Indenture Trustee an amount sufficient to pay the Redemption Price
prior to the redemption date.

      Any notice of redemption may state that the redemption of the Debentures
may be, at the Issuer's discretion, subject to the satisfaction of one or more
conditions precedent.

      If notice of redemption shall have been given and funds deposited as
required, then, upon the date of such deposit, all rights of Holders so called
for redemption will cease, except the right of such Holders to receive the
Redemption Price on or prior to the date fixed for redemption, but without
interest, and such Debentures then will cease to be Outstanding.

      Covenants. In addition to the other agreements and covenants contained in
the Indenture, the Company makes the following additional covenants:

      The Issuer covenants that it will not:

      (1)   declare or pay any dividends or distributions on, or redeem,
            purchase, acquire, or make a liquidation payment with respect to,
            any of the Issuer's capital stock, or

                                       8


      (2)   make any payment of principal of or interest or premium, if any, on
            or repay, repurchase or redeem any debt securities of the Issuer
            that rank pari passu with or junior in interest to the Debentures,

      if at such time:

      (a)   there has occurred any event (i) of which the Issuer has actual
            knowledge that with the giving of notice or the lapse of time, or
            both, would constitute a Default and (ii) that the Issuer has not
            taken reasonable steps to cure,

      (b)   if the Debentures are held by the Issuer Trust and the Issuer is in
            default with respect to its payment of any obligations under the
            Guarantee, or

      (c)   the Issuer has given notice of its election of an Extension Period
            as provided in the Indenture and has not rescinded such notice, or
            such Extension Period, and any extension thereof, is continuing.

      other than the following:

      (i)   repurchases, redemptions or other acquisitions of shares of capital
            stock of the Issuer in connection with:

            (A)   any employment contract, benefit plan or other similar
                  arrangement (including any related net share settlement
                  arrangements) with or for the benefit of any one or more
                  employees, officers, directors or consultants,

            (B)   a dividend reinvestment or stockholder stock purchase plan,

            (C)   the issuance of capital stock of the Issuer (or securities
                  convertible into or exercisable for such capital stock) as
                  consideration in an acquisition transaction entered into prior
                  to the applicable Extension Period, or

            (D)   the satisfaction by the Issuer of obligations pursuant to any
                  contract or security requiring the Issuer to purchase common
                  stock or common equity securities (or their equivalents),

      (ii)  any purchase of common stock or common equity securities (or their
            equivalents) from an officer or employee (or a person performing
            similar functions) of the Issuer or any of its subsidiaries upon
            termination of employment or retirement not pursuant to any
            obligation under any contract or security requiring the Issuer to
            purchase such common stock or common equity securities (or their
            equivalents);

      (iii) as a result of an exchange, redemption or conversion of any class or
            series of the Issuer's capital stock (or any capital stock of a
            subsidiary of the Issuer) for any class or series of the Issuer's
            capital stock or of any class or series of the Issuer's indebtedness
            for any class or series of the Issuer's capital stock or as a result
            of a

                                       9


            reclassification of the Issuer's capital stock or other equity
            securities of the Issuer or any of its subsidiaries;

      (iv)  the purchase of fractional interests in shares of the Issuer's
            capital stock pursuant to the conversion or exchange provisions of
            such capital stock or the security being converted or exchanged;

      (v)   any declaration of a dividend in connection with any stockholders'
            rights plan, or the issuance of rights, stock or other property
            under any stockholder's rights plan, or the redemption or repurchase
            of rights pursuant thereto;

      (vi)  payments by the Issuer under the Trust Preferred Securities
            Guarantee;

      (vii) solely in the event that the Issuer has given notice of its election
            of an Extension Period and has not rescinded this notice, and the
            Extension Period, or any extension thereof, is continuing (and not
            other events listed above under clauses (a) and (b) of this covenant
            that would trigger the foregoing restrictions), regularly scheduled
            interest payments on the Existing Junior Subordinated Debentures and
            principal payments due upon the Stated Maturity (and not prior
            thereto) of the Existing Junior Subordinated Debentures; and

      (viii) any dividend in the form of stock, warrants, options or other
            rights where the dividend stock or the stock issuable upon exercise
            of such warrants, options or other rights is the same stock as that
            on which the dividend is being paid or ranks pari passu with or
            junior to such stock).

      If (a) an "event of default" (as such term is defined in the 2005 Junior
Subordinated Indenture) occurs or (b)the Existing Junior Subordinated Debentures
are accelerated for any reason under the terms of the 2005 Junior Subordinated
Indenture, the Issuer will promptly (but in any event within one (1) Business
Day of each such event of default or acceleration) notify the Indenture Trustee
in writing at the address set forth in Section 11.04 of the Base Indenture that
such event of default or acceleration has occurred. Such notice shall set forth
in reasonable detail the facts and circumstance underlying each such event of
default or acceleration.

      As long as any Debentures are held by the Property Trustee, on behalf of
the Issuer Trust, the Issuer covenants:

            (1)   to continue to hold, directly or indirectly, 100% of the
                  Common Securities (as defined in the Trust Agreement),
                  provided that any successor to Great Wolf Resorts, Inc. as
                  issuer of the Debentures which is permitted to be such a
                  successor pursuant to the Indenture may succeed to the
                  Issuer's ownership of the Common Securities;

            (2)   as holder of the Common Securities, not to voluntarily
                  dissolve, windup or liquidate the Issuer Trust, other than:

                                       10


                        (a)   as part of a distribution of Debentures to the
                              holders of the Trust Preferred Securities in
                              liquidation of the Issuer Trust in accordance with
                              the terms of the Trust Agreement; or

                        (b)   as part of a merger, consolidation or amalgamation
                              permitted by the Trust Agreement; and

            (3)   to use its reasonable efforts, consistent with the terms and
                  provisions of the Trust Agreement, to cause the Issuer Trust
                  to continue not to be taxable as a corporation for United
                  States Federal income tax purposes.

      If, and for so long as, (1) the Property Trustee is the holder of all the
Debentures and (2) the Issuer Trust is required to pay any additional taxes,
duties or other governmental charges as a result of a Tax Event, the Issuer will
pay as additional sums on the Debentures ("ADDITIONAL SUMS") such amounts as may
be required so that the Distributions (as defined in the Trust Agreement) paid
by the Issuer Trust will not be reduced as a result of any such additional
taxes, duties or other governmental charges.

      The Issuer, as borrower, agrees to pay all debts and other obligations
(other than with respect to the Trust Preferred Securities issued by the Issuer
Trust) and all costs and expenses of the Issuer Trust (including costs and
expenses relating to the organization of the Issuer Trust, the fees and expenses
of the Issuer Trustees (as defined in the Trust Agreement) for the Issuer Trust
and the costs and expenses relating to the operation of the Issuer Trust) and to
pay any and all taxes and all costs and expenses with respect thereto (other
than United States withholding taxes) to which the Issuer Trust might become
subject. The foregoing obligations of the Issuer under the Debentures owned by
the Issuer Trust are for the benefit of, and shall be enforceable by, any Person
to whom any such debts, obligations, costs, expenses and taxes are owed (a
"CREDITOR") whether or not such Creditor has received notice thereof. Any such
Creditor may enforce such obligations of the Issuer directly against the Issuer,
and the Issuer irrevocably waives any right or remedy to require that any such
Creditor take any action against the Issuer Trust or any other Person before
proceeding against the Issuer. The Issuer agrees to execute any additional
agreements as may be necessary or desirable to give full effect to the
foregoing.

      If the Debentures are distributed by the Issuer Trust to holders of the
Trust Preferred Securities in accordance with the terms of the Trust Agreement,
the Issuer will use its reasonable best efforts to list the Debentures on the
Nasdaq or with any other national securities exchange on which the Trust
Preferred Securities are then listed or quoted.

      Events of Default and Defaults; Remedies.

      In addition to the other events that constitute "Events of Default" as set
forth in Section 5.01 of the Base Indenture, there shall also be an Event of
Default if the trustee or the holders of the Existing Junior Subordinated
Debentures declare the principal of such securities to be due and payable
immediately in accordance with the terms of the 2005 Junior Subordinated
Indenture.

      Notwithstanding the second and third paragraphs of Section 5.01 of the
Base Indenture, if an Event of Default occurs and is continuing with respect to
the Debentures, then and in each and every such case, either the Indenture
Trustee or the Holders of not less than 25% in aggregate principal amount of
Debentures then outstanding under the Indenture or, if the Debentures are held
by the Issuer Trust or a trustee of such Issuer Trust and should the Indenture
Trustee or such

                                       11


Holders of the Outstanding Debentures fail to make the declaration referred to
in Section 5.01 of the Base Indenture, the holders of at least 25% in aggregate
liquidation amount of the outstanding Trust Preferred Securities (voting as a
separate class) or the Property Trustee, by notice in writing to the Issuer (and
to the Indenture Trustee if given by Holders or the holder of the Trust
Preferred Securities) may declare the entire principal of all Debentures and
interest accrued thereon, if any, to be due and payable immediately and, upon
any such declaration, the same shall become immediately due and payable. For the
avoidance of doubt, Holders and holders of Trust Preferred Securities shall not
have a right of acceleration upon a default except for those Defaults that are
also Events of Defaults.

      If an Event of Default or a Default has occurred and is continuing and
such event is attributable to the failure of the Issuer to pay any amounts
payable in respect of the Debentures on the date such amounts are otherwise due,
a registered holder of Trust Preferred Securities may institute a legal
proceeding directly against the Issuer for enforcement of payment to such
registered holder of an amount equal to the amount owed in respect of Debentures
having a principal amount equal to the aggregate Liquidation Amount (as defined
in the Trust Agreement) of the Trust Preferred Securities held by such
registered holder (a "DIRECT ACTION"). The Issuer shall have the right to set
off any payment made to such registered holder of Trust Preferred Securities by
the Issuer in connection with a Direct Action.

      Provisions relating to the annulment of any declaration of acceleration,
the waiver of past Defaults and the Indenture Trustee's, Holders', the Property
Trustee's and holders of Trust Preferred Securities' other rights and remedies
upon the occurrence and continuation of an Event of Default or a Default, as the
case may be, are as set forth in the Base Indenture.

      Subordination. This Debenture and all other obligations of the Issuer
hereunder will constitute part of the junior subordinated indebtedness of the
Issuer and will be subordinate and junior in right of payment, to the extent and
in the manner set forth in the Indenture, to all Senior Indebtedness of the
Issuer. For the purposes of this Debenture, "SENIOR INDEBTEDNESS" means:

            (1)   obligations of, or guaranteed or assumed by, the Issuer for
                  borrowed money or evidenced by bonds, debentures, notes or
                  similar instruments, and amendments, renewals, extensions,
                  modifications and refundings of any of such indebtedness or of
                  such obligations;

            (2)   capitalized lease obligations of the Issuer;

            (3)   obligations of the Issuer issued or assumed as the deferred
                  purchase price of property;

            (4)   obligations of the Issuer in respect of interest rate, foreign
                  exchange rate and commodity forward contracts, options and
                  swaps and similar arrangements; and

                                       12


            (5)   all obligations of the type referred to in clauses (1) through
                  (4) above of other Persons which the Issuer has guaranteed or
                  is responsible or liable for as obligor or otherwise;

provided that, non-recourse obligations including the Debentures, the Existing
Junior Subordinated Debentures or any other obligations specifically designated
as being subordinate in right of payment to Senior Indebtedness, will not
constitute such Senior Indebtedness.

      Registered Form, etc. This Debenture, and any Debenture or Debentures
issued upon transfer or exchange hereof, is issuable only in fully registered
form, without coupons, and is issuable only in denominations of U.S. $25 and any
integral multiple of U.S. $25 in excess thereof, unless otherwise indicated on
the face thereof.

      Paying Agent & Registrar. The Issuer has appointed Wilmington Trust
Company at its corporate trust office in The City of Wilmington, Delaware as the
paying agent (the "PAYING AGENT," which term includes any additional or
successor Paying Agent appointed by the Issuer) with respect to the Debentures.

      Wilmington Trust Company has been appointed registrar for the Debentures
(the "REGISTRAR," which term includes any successor registrar appointed by the
Issuer), and the Registrar will maintain at its office in The City of
Wilmington, Delaware a register for the registration and transfer of Debentures.
This Debenture may be transferred at the aforesaid office of the Registrar by
surrendering this Debenture for cancellation, accompanied by a written
instrument of transfer in form satisfactory to the Registrar and duly executed
by the registered holder hereof in person or by the holder's attorney duly
authorized in writing, and thereupon the Registrar shall issue in the name of
the transferee or transferees, in exchange herefor, a new Debenture or
Debentures having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Registrar will not be
required (i) to register the transfer of or exchange any Debenture that has been
called for redemption in whole or in part, except the unredeemed portion of
Debentures being redeemed in part or (ii) to register the transfer of or
exchange Debentures to the extent and during the period so provided in the
Indenture with respect to the redemption of Debentures. Debentures are
exchangeable at said office for other Debentures of other authorized
denominations of equal aggregate principal amount having identical terms and
provisions. All such exchanges and transfers of Debentures will be free of
charge, but the Issuer may require payment of a sum sufficient to cover any tax
or other governmental charge in connection therewith. All Debentures surrendered
for exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Registrar and executed by the registered holder in person or
by the holder's attorney duly authorized in writing. The date of registration of
any Debenture delivered upon any exchange or transfer of Debentures shall be
such that no gain or loss of interest results from such exchange or transfer.

      Supplemental Indentures. The Indenture permits the Issuer and the
Indenture Trustee, without the consent of the Holders, to execute supplemental
indentures for the purpose, and to the extent set forth in Section 8.01 of the
Base Indenture and with the consent of the Holders of

                                       13


not less than a majority in aggregate principal amount of the Debentures then
outstanding and affected, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Base Indenture or of modifying in any manner the rights of the Holders;
provided that, the Issuer and the Indenture Trustee may not, without the consent
of the Holder of each Debenture affected thereby:

            (1)   extend the final maturity of any Debenture;

            (2)   reduce the principal amount of any Debenture;

            (3)   reduce the rate or extend the time of payment of interest of
                  any Debenture, except as otherwise provided herein or in the
                  Indenture;

            (4)   reduce any amount payable on redemption of any Debenture;

            (5)   change the currency of payment on any Debenture;

            (6)   impair or affect the rights of any Holder to institute suit
                  for the payment of any Debenture when due; or

            (7)   reduce the aforesaid percentage in principal amount of
                  Debentures the consent of the Holders of which is required for
                  any such supplemental indenture;

provided, however, that neither this Debenture nor the Indenture may be amended
to alter the subordination provisions hereof or thereof without the written
consent of each holder of Senior Indebtedness then outstanding that would be
adversely affected thereby; and provided further that, if the Debentures are
owned by the Issuer Trust, none of the modifications set forth above may be made
without the prior written consent of all holders of the Trust Preferred
Securities.

      In addition, so long as any of the Trust Preferred Securities remain
outstanding:

            (1)   no such modification may be made that materially adversely
                  affects the holders of such Trust Preferred Securities,

            (2)   no termination of the Indenture may occur, and

            (3)   no waiver of any Event of Default or Default may be effective,

in each case, without the prior consent of the holders of at least a majority of
the aggregate Liquidation Amount of the outstanding Trust Preferred Securities
unless and until the principal of (and premium, if any, on) the Debentures and
all accrued and unpaid interest thereon have been paid in full.

      If any of the Trust Preferred Securities are outstanding the Issuer may
not amend this Debenture or the Indenture to:

                                       14


            (1)   remove the rights of registered holders of Trust Preferred
                  Securities to institute a Direct Action,

            (2)   remove the obligation to obtain the consent of such holders of
                  Trust Preferred Securities in accordance with Section 8.02 of
                  the Indenture, or

            (3)   change the percentage of the holders of Trust Preferred
                  Securities required to amend or waive any provision of the
                  Indenture,

in each cash, without the prior written consent of all the holders of Trust
Preferred Securities.

      So long as the Issuer acts in accordance with the terms of the Debentures
and the Indenture, the Issuer may defer interest payable on the Debentures in
accordance with the terms hereof without the consent of the Issuer Trust or the
holders of Trust Preferred Securities.

      No Discharge or Defeasance. The provisions of Section 3.04 and Section
10.01 of the Indenture relating to discharge, defeasance and covenant defeasance
are not applicable to this Debenture. Notwithstanding the preceding sentence,
the Debentures will cease to be outstanding upon a redemption as set forth in,
and subject to the last sentence of, "Redemption" above.

      Mutilated, etc. Debentures. In case this Debenture shall at any time
become mutilated, defaced or be destroyed, lost or stolen and this Debenture or
evidence of the loss, theft or destruction thereof (together with the indemnity
hereinafter referred to and such other documents or proof as may be required in
the premises) shall be delivered to the Registrar, a new Debenture of like tenor
will be issued by the Issuer in exchange for this Debenture, but, if this
Debenture has been destroyed, lost or stolen, only upon receipt of evidence
satisfactory to the Registrar and the Issuer that such Debenture was destroyed
or lost or stolen and, if required, upon receipt also of indemnity satisfactory
to each of them. All expenses and reasonable charges associated with procuring
such indemnity and with the preparation, authentication and delivery of a new
Debenture shall be borne by the owner of the Debenture mutilated, defaced,
destroyed, lost or stolen.

      Wilmington, Delaware Office of Issuer. So long as this Debenture shall be
outstanding, the Issuer will cause to be maintained an office or agency for the
payment of the principal of and premium, if any, and interest on this Debenture
as herein provided in Wilmington, Delaware, and an office or agency in said
Wilmington, Delaware for the registration, transfer and exchange as aforesaid of
the Debentures. Under Section 3.02 of the Indenture, the Issuer has initially
appointed the Corporate Trust Office of the Indenture Trustee in the Wilmington,
Delaware, as its agency for the foregoing purposes. The Issuer may subsequently
designate other agencies for the payment of said principal, premium and interest
at such place or places (subject to applicable laws and regulations) as the
Issuer may decide. So long as there shall be such an agency, the Issuer shall
keep the Indenture Trustee advised of the names and locations of such agencies,
if any are so designated other than that of the Indenture Trustee.

      Unclaimed Money. With respect to moneys paid by the Issuer and held by the
Indenture Trustee or any Paying Agent for payment of the principal of or
interest or premium, if any, on

                                       15


any Debentures that remain unclaimed at the end of two years after such
principal, interest or premium shall have become due and payable (whether at
maturity or upon call for redemption or otherwise), (i) the Indenture Trustee or
such Paying Agent shall notify the holders of such Debentures that such moneys
shall be repaid to the Issuer and any Person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer. Upon such repayment all liability of the
Indenture Trustee or such Paying Agent with respect to such moneys shall
thereupon cease, without, however, limiting in any way any obligation that the
Issuer may have to pay the principal of or interest or premium, if any, on this
Debenture as the same shall become due.

      Obligations Absolute. No provision of this Debenture or of the Indenture
shall alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Debenture at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered holder
of this Debenture.

      Registered Holders. Prior to due presentment of this Debenture for
registration of transfer, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee may treat the holder in whose name this
Debenture is registered as the owner hereof for all purposes, whether or not
this Debenture be overdue, and none of the Issuer, the Indenture Trustee or any
such agent shall be affected by notice to the contrary.

      Limited Liability. No recourse shall be had for the payment of the
principal of, premium, if any, or the interest on this Debenture, for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Issuer or of any successor corporation, either directly or through the Issuer or
any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.

      Governing Law. This Debenture shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.

                                       16


         ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

         TEN COM  -    as tenants in common
         TEN ENT  -    as tenants by the entireties
         JT TEN   -    as joint tenants with right of survivorship and not as
tenants in common

         UNIF GIFT MIN ACT -    Custodian
         (Minor)  (Cust)

         Under Uniform Gifts to Minors Act
         (State)

Additional abbreviations may also be used though not in the above list.

                                       17


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

_______________________________________
[PLEASE INSERT SOCIAL SECURITY OR OTHER
     IDENTIFYING NUMBER OF ASSIGNEE]

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing such person attorney to transfer such Debenture on the books of
the Issuer, with full power of substitution in the premises.

Dated: ________________________

NOTICE:      The signature to this assignment must correspond with the name as
             written upon the face of the within Debenture in every particular
             without alteration or enlargement or any change whatsoever.

Signature Guaranty: ________________________

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                       18

EX-4.11

                                                                    EXHIBIT 4.11

                               GW CAPITAL TRUST II

                 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT

                                     Between

                            GREAT WOLF RESORTS, INC.
                                 (as Guarantor)

                                       and

                            WILMINGTON TRUST COMPANY
                             (as Guarantee Trustee)

June ____, 2006



              Certain Sections of this Guarantee Agreement relating
                       to Sections 310 through 318 of the
                           Trust Indenture Act of 1939



Trust Indenture Act                                                                      Guarantee Agreement
Section                                                                                      Section
                                                                                         -------------------
                                                                                      
(ss.) 310(a)(1).................................................................                   4.1(a)
(a)(2)..........................................................................                   4.1(a)
(a)(3)..........................................................................           Not applicable
(a)(4)..........................................................................           Not applicable
(b).............................................................................               2.8,4.1(c)
(ss.) 311(a)....................................................................           Not applicable
(b).............................................................................           Not applicable
(ss.) 312(a)....................................................................                   2.2(a)
(b).............................................................................                   2.2(b)
(c).............................................................................           Not applicable
(ss.) 313(a)....................................................................                      2.3
(a)(4)..........................................................................                      2.3
(b).............................................................................                      2.3
(c).............................................................................                      2.3
(d).............................................................................                      2.3
(ss.) 314(a)....................................................................                      2.4
(b).............................................................................                      2.4
(c)(1)..........................................................................                      2.5
(c)(2)..........................................................................                      2.5
(c)(3)..........................................................................                      2.5
(e).............................................................................            1.1, 2.5, 3.2
(ss.) 315(a)....................................................................                   3.1(d)
(b).............................................................................                      2.7
(c).............................................................................                   3.1(c)
(d).............................................................................                   3.1(d)
(e).............................................................................           Not applicable
(ss.) 316(a)....................................................................            1.1, 2.6, 5.4
(a)(1)(A).......................................................................                      5.4
(a)(1)(B).......................................................................                      5.4
(a)(2)..........................................................................           Not applicable
(b).............................................................................                      5.3
(c).............................................................................           Not applicable
(ss.) 317(a)(1).................................................................           Not applicable
(a)(2)..........................................................................           Not applicable
(b).............................................................................           Not applicable
(ss.) 318(a)....................................................................                      2.1


Note:   This reconciliation and tie shall not, for any purpose, be deemed to be
        a part of the Guarantee Agreement

                                       (i)



                                TABLE OF CONTENTS



                                                                                             PAGE
                                                                                             ----
                                                                                          
                                          ARTICLE I.
                                         DEFINITIONS

Section 1.1.     Definitions.............................................................     2

                                         ARTICLE II.
                                     TRUST INDENTURE ACT

Section 2.1.     Trust Indenture Act; Application........................................     5
Section 2.2.     List of Holders.........................................................     5
Section 2.3.     Reports by the Guarantee Trustee........................................     6
Section 2.4.     Periodic Reports to the Guarantee Trustee...............................     6
Section 2.5.     Evidence of Compliance with Conditions Precedent........................     6
Section 2.6.     Events of Default; Waiver...............................................     6
Section 2.7.     Event of Default; Notice................................................     6
Section 2.8.     Conflicting Interests...................................................     7

                                         ARTICLE III.
                      POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

Section 3.1.     Powers and Duties of the Guarantee Trustee..............................     7
Section 3.2.     Certain Rights of Guarantee Trustee.....................................     8
Section 3.3.     Indemnity...............................................................    10
Section 3.4.     Expenses................................................................    10

                                         ARTICLE IV.
                                      GUARANTEE TRUSTEE

Section 4.1.     Guarantee Trustee; Eligibility..........................................    10
Section 4.2.     Appointment, Removal and Resignation of the Guarantee Trustee...........    11

                                          ARTICLE V.
                                          GUARANTEE

Section 5.1.     Guarantee...............................................................    12
Section 5.2.     Waiver of Notice and Demand.............................................    12
Section 5.3.     Obligations Not Affected................................................    12
Section 5.4.     Rights of Holders.......................................................    13
Section 5.5.     Guarantee of Payment....................................................    13
Section 5.6.     Subrogation.............................................................    14
Section 5.7.     Independent Obligations.................................................    14


                                      (ii)




                                                                                             PAGE
                                                                                             ----
                                                                                          
                                         ARTICLE VI.
                                 COVENANTS AND SUBORDINATION

Section 6.1.     Subordination...........................................................    14
Section 6.2.     Pari Passu Guarantees...................................................    14

                                         ARTICLE VII.
                                         TERMINATION

Section 7.1.     Termination.............................................................    15

                                        ARTICLE VIII.
                                        MISCELLANEOUS

Section 8.1.     Successors and Assigns..................................................    15
Section 8.2.     Amendments..............................................................    15
Section 8.3.     Notices.................................................................    15
Section 8.4.     Benefit.................................................................    17
Section 8.5.     Interpretation..........................................................    17
Section 8.6.     Governing Law...........................................................    17
Section 8.7.     Counterparts............................................................    18


                                       iii



      This GUARANTEE AGREEMENT, dated as of ________, 2006 is executed and
delivered by GREAT WOLF RESORTS, INC., a Delaware corporation (the "Guarantor"),
having its principal office at 122 West Washington Avenue, Madison, WI 53703,
and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the
"Guarantee Trustee"), for the benefit of the Holders (as defined herein) from
time to time of the Trust Preferred Securities (as defined herein) of GW Capital
Trust II, a Delaware statutory trust (the "Issuer Trust").

      WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Trust Agreement"), dated as of ________, 2006, among Great Wolf Resorts, Inc.,
as Sponsor, Wilmington Trust Company, as Property Trustee (the "Property
Trustee"), Wilmington Trust Company, as Delaware trustee (the "Delaware
Trustee") (collectively, the "Issuer Trustees"), two individuals selected by the
holders of the Common Securities to act as administrative trustees with respect
to the Issuer Trust (the "Administrative Trustees"), and the Holders from time
to time of preferred undivided beneficial ownership interests in the assets of
the Issuer Trust, the Issuer Trust is issuing $___ aggregate Liquidation Amount
(as defined herein) of its __% Trust Preferred Securities, Liquidation Amount
$25 per Trust Preferred Security (the "Trust Preferred Securities") [(including
$____ in aggregate Liquidation Amount of additional Trust Preferred Securities
being issued pursuant to an over-allotment option granted to the underwriters of
the Trust Preferred Securities)], representing preferred undivided beneficial
ownership interests in the assets of the Issuer Trust and having the terms set
forth in the Trust Agreement;

      WHEREAS, the Trust Preferred Securities will be issued by the Issuer Trust
and the proceeds thereof, together with the proceeds from the issuance of the
Issuer Trust's Common Securities (as defined herein), will be used to purchase
the Junior Subordinated Debentures (as defined in the Trust Agreement) of the
Guarantor which will be deposited with the Property Trustee under the Trust
Agreement, as trust assets; and

      WHEREAS, as incentive for the Holders to purchase the Trust Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth herein, to pay to the Holders of the Trust Preferred
Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the purchase of the Trust Preferred
Securities by each Holder, which purchase the Guarantor hereby acknowledges
shall benefit the Guarantor, and intending to be legally bound hereby, the
Guarantor executes and delivers this Guarantee Agreement for the benefit of the
Holders from time to time of the Trust Preferred Securities.



                                   ARTICLE I.

                                   DEFINITIONS

      Section 1.1. Definitions.

      As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Trust Agreement as in effect on the date hereof.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer Trust.

      "Distributions" means preferential cumulative cash distributions
accumulating from and including ________, 2006 and payable quarterly in arrears
on March _, June _, September _ and December _ of each year, commencing
September __, 2006, at the annual rate of __% of the Liquidation Amount.

      "Event of Default" means (i) a default by the Guarantor in any of its
payment obligations under this Guarantee Agreement or (ii) a default by the
Guarantor in any other obligation hereunder that remains unremedied for 30 days.

      "Guarantee Agreement" means this Guarantee Agreement, as modified, amended
or supplemented from time to time.

      "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Trust Preferred Securities, to the
extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated
and unpaid Distributions required to be paid on the Trust Preferred Securities,
to the extent the Issuer Trust shall have funds on hand available therefor at
such time, (ii) the Redemption Price, with respect to the Trust Preferred
Securities called for redemption by the Issuer Trust, to the extent that the
Issuer Trust shall have funds on hand available therefor at such time, and (iii)
upon a voluntary or involuntary dissolution, winding-up or liquidation of the
Issuer Trust, unless Junior Subordinated Debentures are distributed to the
Holders, the lesser of (a) the aggregate of the Liquidation Amount and all
accumulated and unpaid Distributions to but excluding the date of payment, to
the extent that the Issuer Trust shall have funds on hand available therefor at
such time, and (b) the amount of

                                        2



assets of the Issuer Trust remaining available for distribution to Holders on
liquidation of the Issuer Trust (in either case, the "Liquidation
Distribution").

      "Guarantee Trustee" means Wilmington Trust Company, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee Agreement and thereafter means each such
Successor Guarantee Trustee.

      "Guarantor" shall have the meaning specified in the first paragraph of
this Guarantee Agreement.

      "Holder" means any holder, as registered on the books and records of the
Issuer Trust, of any Trust Preferred Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Trust Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the
Guarantor or the Guarantee Trustee.

      "Indenture" means the Junior Subordinated Indenture dated as of June __,
2006, between Great Wolf Resorts, Inc. and Wilmington Trust Company, as trustee,
as may be modified, amended or supplemented from time to time.

      "Issuer Trust" shall have the meaning specified in the first paragraph of
this Guarantee Agreement.

      "Liquidation Amount" means the stated amount of $25 per Trust Preferred
Security.

      "Majority in Liquidation Amount of the Trust Preferred Securities" means,
except as provided by the Trust Indenture Act, Trust Preferred Securities
representing more than 50% of the aggregate Liquidation Amount of all then
outstanding Trust Preferred Securities issued by the Issuer Trust.

      "Like Amount" means (i) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to that portion of the
principal amount of Junior Subordinated Debentures to be contemporaneously
redeemed in accordance with the Indenture, allocated to the Common Securities
and to the Trust Preferred Securities based upon the relative Liquidation
Amounts of such classes and (ii) with respect to a distribution of Junior
Subordinated Debentures to Holders of Trust Securities in connection with a
dissolution or liquidation of the Issuer Trust, Junior Subordinated Debentures
having a principal amount equal to the Liquidation Amount of the Trust
Securities of the Holder to whom such Junior Subordinated Debentures are
distributed.

      "Officer's Certificate" means a certificate signed by any one of the
following: the Chairman of the Board, the Chief Executive Officer, the
President, an Executive Vice President, the Chief Financial Officer, the General
Counsel, or the Treasurer, or any other person authorized by the Board of
Directors to execute any such certificate, and delivered to the

                                        3



Guarantee Trustee. Any Officer's Certificate delivered with respect to
compliance with a condition or covenant provided for in this Guarantee Agreement
shall include:

            (a) a statement by the officer signing the Officer's Certificate
that such officer has read the covenant or condition and the definitions
relating thereto;

            (b) a brief statement of the nature and scope of the examination or
investigation undertaken by such officer in rendering the Officer's Certificate;

            (c) a statement that such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

            (d) a statement as to whether, in the opinion of such officer, such
condition or covenant has been complied with.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

      "Redemption Date" means, with respect to any Trust Preferred Security to
be redeemed, the date fixed for such redemption by or pursuant to the Trust
Agreement; provided that each Junior Subordinated Debenture Redemption Date and
the stated maturity of the Junior Subordinated Debentures shall be a Redemption
Date for a Like Amount of Trust Preferred Securities.

      "Redemption Price" shall have the meaning specified in the Trust
Agreement.

      "Responsible Officer" means, when used with respect to the Guarantee
Trustee, any officer assigned to the Corporate Trust Office, including any vice
president, assistant vice president, assistant treasurer, assistant secretary,
financial services officer, trust officer or any other officer of the Guarantee
Trustee customarily performing functions similar to those performed by any of
the above designated officers and having direct responsibility for the
administration of this Indenture, and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

      "Senior Indebtedness" shall have the meaning specified in the Indenture.

      "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

                                        4



      "Trust Agreement" means the Amended and Restated Declaration of Trust,
dated as of ________, 2006 executed by Great Wolf Resorts, Inc., as Sponsor,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Property Trustee, the Administrative Trustees named therein and the holders from
time to time of undivided beneficial interests in the assets of the Issuer
Trust.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
and the rules of the Securities and Exchange Commission relating thereto.

      "Trust Preferred Securities" shall have the meaning specified in the first
recital of this Guarantee Agreement.

      "Trust Securities" means the Common Securities and the Trust Preferred
Securities.

                                   ARTICLE II.

                               TRUST INDENTURE ACT

      Section 2.1. Trust Indenture Act; Application.

      If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Guarantee Agreement, the provision of the Trust Indenture Act shall
control. If any provision of this Guarantee Agreement modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

      Section 2.2. List of Holders.

            (a) The Guarantor will furnish or cause to be furnished to the
Guarantee Trustee a list of Holders at the following times:

            (i) quarterly, not more than 15 days after March _, June _,
            September _ and December _ in each year, a list, in such form as the
            Guarantee Trustee may reasonably require, of the names and addresses
            of the Holders as of such March _, June _, September _ and December
            _; and

            (ii) at such other times as the Guarantee Trustee may request in
            writing, within 30 days after the receipt by the Guarantor of any
            such request, a list of similar form and content as of a date not
            more than 15 days prior to the time such list is furnished.

            (b) The Guarantee Trustee shall comply with the requirements of
Section 312(b) of the Trust Indenture Act.

                                        5



      Section 2.3. Reports by the Guarantee Trustee.

      Not later than May 15 of each year, commencing May 15, 2007, the Guarantee
Trustee shall provide to the Holders such reports, if any, as are required by
Section 313 of the Trust Indenture Act in the form and in the manner provided by
Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply
with the requirements of Section 313(d) of the Trust Indenture Act.

      Section 2.4. Periodic Reports to the Guarantee Trustee.

      The Guarantor shall provide to the Guarantee Trustee, and the Holders such
documents, reports and information, if any, as required by Section 314 of the
Trust Indenture Act and the compliance certificate required by Section 314 of
the Trust Indenture Act, in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act.

      Section 2.5. Evidence of Compliance with Conditions Precedent.

      The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officer's Certificate.

      Section 2.6. Events of Default; Waiver.

      The Holders of a Majority in Liquidation Amount of the Trust Preferred
Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Guarantee Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent therefrom.

      Section 2.7. Event of Default; Notice.

            (a) The Guarantee Trustee shall, within 90 days after the occurrence
of an Event of Default, transmit by mail, first class postage prepaid, to the
Holders, notices of all Events of Default known to the Guarantee Trustee, unless
such Events of Default have been cured before the giving of such notice;
provided that, except in the case of a default in the payment of a Guarantee
Payment, the Guarantee Trustee shall be protected in withholding such notice if
and so long as the Board of Directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders.

                                        6



            (b) The Guarantee Trustee shall not be deemed to have knowledge of
any Event of Default unless a Responsible Officer charged with the
administration of this Guarantee Agreement shall have received written notice of
such Event of Default.

      Section 2.8. Conflicting Interests.

      The Trust Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

                                  ARTICLE III.

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

      Section 3.1. Powers and Duties of the Guarantee Trustee.

            (a) This Guarantee Agreement shall be held by the Guarantee Trustee
for the benefit of the Holders, and the Guarantee Trustee shall not transfer
this Guarantee Agreement to any Person except a Holder exercising his or her
rights pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee hereunder. The right, title and interest of the
Guarantee Trustee, as such, hereunder shall automatically vest in any Successor
Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its
appointment hereunder, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Guarantee Trustee.

            (b) If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.

            (c) The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall be obligated to perform only such duties as are specifically set forth in
this Guarantee Agreement (including pursuant to Section 2.1), and no implied
covenants shall be read into this Guarantee Agreement against the Guarantee
Trustee. If an Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the
rights and powers vested in it by this Guarantee Agreement, and use the same
degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

            (d) No provision of this Guarantee Agreement shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:

                                        7



                  (i) Prior to the occurrence of any Event of Default and after
the curing or waiving of all such Events of Default that may have occurred:

                        (A) the duties and obligations of the Guarantee Trustee
                  shall be determined solely by the express provisions of this
                  Guarantee Agreement (including pursuant to Section 2.1), and
                  the Guarantee Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Guarantee Agreement (including pursuant to
                  Section 2.1); and

                        (B) in the absence of bad faith on the part of the
                  Guarantee Trustee, the Guarantee Trustee may conclusively
                  rely, as to the truth of the statements and the correctness of
                  the opinions expressed therein, upon any certificates or
                  opinions furnished to the Guarantee Trustee and conforming to
                  the requirements of this Guarantee Agreement; but in the case
                  of any such certificates or opinions that by any provision
                  hereof or of the Trust Indenture Act are specifically required
                  to be furnished to the Guarantee Trustee, the Guarantee
                  Trustee shall be under a duty to examine the same to determine
                  whether or not they conform to the requirements of this
                  Guarantee Agreement;

                  (ii) The Guarantee Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer of the Guarantee
Trustee, unless it shall be proved that the Guarantee Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was made;

                  (iii) The Guarantee Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of not less than a Majority in Liquidation
Amount of the Trust Preferred Securities relating to the time, method and place
of conducting any proceeding for any remedy available to the Guarantee Trustee,
or exercising any trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement; and

                  (iv) No provision of this Guarantee Agreement shall require
the Guarantee Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers if the Guarantee Trustee shall have
reasonable grounds for believing that the repayment of such funds or liability
is not assured to it under the terms of this Guarantee Agreement or adequate
indemnity against such risk or liability is not reasonably assured to it.

      Section 3.2. Certain Rights of Guarantee Trustee.

            (a) Subject to the provisions of Section 3.1:

                  (i) The Guarantee Trustee may conclusively rely and shall be
fully protected in acting or refraining from acting upon any resolution,
certificate, statement,

                                        8



instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
reasonably believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties.

                  (ii) Any direction or act of the Guarantor contemplated by
this Guarantee Agreement shall be sufficiently evidenced by an Officer's
Certificate unless otherwise prescribed herein.

                  (iii) Whenever, in the administration of this Guarantee
Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved
or established before taking, suffering or omitting to take any action
hereunder, the Guarantee Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, request and
conclusively rely upon an Officer's Certificate which, upon receipt of such
request from the Guarantee Trustee, shall be promptly delivered by the
Guarantor.

                  (iv) The Guarantee Trustee may consult with legal counsel, and
the advice or written opinion of such legal counsel with respect to legal
matters shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted to be taken by it hereunder in good faith
and in accordance with such advice or opinion. Such legal counsel may be legal
counsel to the Guarantor or any of its Affiliates and may be one of its
employees. The Guarantee Trustee shall have the right at any time to seek
instructions concerning the administration of this Guarantee Agreement from any
court of competent jurisdiction.

                  (v) The Guarantee Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Guarantee Agreement at
the request or direction of any Holder, unless such Holder shall have provided
to the Guarantee Trustee such security and indemnity as would satisfy a
reasonable person in the position of the Guarantee Trustee, against the costs,
expenses (including attorneys' fees and expenses) and liabilities that might be
incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Guarantee Trustee.

                  (vi) The Guarantee Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Guarantee Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit.

                  (vii) The Guarantee Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through its agents or attorneys, and the Guarantee Trustee shall not be
responsible for any negligence or willful misconduct on the part of any such
agent or attorney appointed with due care by it hereunder.

                                        9



                  (viii) Whenever in the administration of this Guarantee
Agreement the Guarantee Trustee shall deem it desirable to receive instructions
with respect to enforcing any remedy or right or taking any other action
hereunder, the Guarantee Trustee (A) may request instructions from the Holders,
(B) may refrain from enforcing such remedy or right or taking such other action
until such instructions are received and (C) shall be fully protected in acting
in accordance with such instructions.

            (b) No provision of this Guarantee Agreement shall be deemed to
impose any duty or obligation on the Guarantee Trustee to perform any act or
acts or exercise any right, power, duty or obligation conferred or imposed on it
in any jurisdiction in which it shall be illegal, or in which the Guarantee
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.

      Section 3.3. Indemnity.

      The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold
it harmless against, any loss, liability or expense incurred without negligence,
willful misconduct or bad faith on the part of the Guarantee Trustee, arising
out of or in connection with the acceptance or administration of this Guarantee
Agreement, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder. The Guarantee Trustee will not claim or exact any
lien or charge on any Guarantee Payments as a result of any amount due to it
under this Guarantee Agreement.

      Section 3.4. Expenses.

      The Guarantor shall from time to time reimburse the Guarantee Trustee for
its expenses and costs (including reasonable attorneys' or agents' fees)
incurred in connection with the performance of its duties hereunder.

                                   ARTICLE IV.

                                GUARANTEE TRUSTEE

      Section 4.1. Guarantee Trustee; Eligibility.

            (a) There shall at all times be a Guarantee Trustee which shall:

                  (i) not be an Affiliate of the Guarantor; and

                  (ii) be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000, and shall be a corporation meeting the requirements of Section
310(a) of the Trust Indenture Act. If such

                                       10



corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the supervising or examining authority, then, for the
purposes of this Section and to the extent permitted by the Trust Indenture Act,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.

            (b) If at any time the Guarantee Trustee shall cease to be eligible
to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign
in the manner and with the effect set out in Section 4.2.

            (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

      Section 4.2. Appointment, Removal and Resignation of the Guarantee
Trustee.

            (a) No resignation or removal of the Guarantee Trustee and no
appointment of a Successor Guarantee Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the Successor Guarantee
Trustee by written instrument executed by the Successor Guarantee Trustee and
delivered to the Holders and the Guarantee Trustee.

            (b) Subject to the immediately preceding paragraph, a Guarantee
Trustee may resign at any time by giving written notice thereof to the Holders.
The Guarantee Trustee shall appoint a successor by requesting from at least
three Persons meeting the eligibility requirements such Person's expenses and
charges to serve as the Guarantee Trustee, and selecting the Person who agrees
to the lowest expenses and charges. If the instrument of acceptance by the
Successor Guarantee Trustee shall not have been delivered to the Guarantee
Trustee within 60 days after the giving of such notice of resignation, the
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for the appointment of a Successor Guarantee Trustee.

            (c) The Guarantee Trustee may be removed for cause at any time by
Act (within the meaning of Section 6.8 of the Trust Agreement) of the Holders of
at least a Majority in Liquidation Amount of the Trust Preferred Securities,
delivered to the Guarantee Trustee.

            (d) If a resigning Guarantee Trustee shall fail to appoint a
successor, or if a Guarantee Trustee shall be removed or become incapable of
acting as Guarantee Trustee, or if any vacancy shall occur in the office of any
Guarantee Trustee for any cause, the Holders of the Trust Preferred Securities,
by Act of the Holders of record of not less than 25% in aggregate Liquidation
Amount of the Trust Preferred Securities then outstanding delivered to such
Guarantee Trustee, shall promptly appoint a successor Guarantee Trustee. If no
Successor Guarantee Trustee shall have been so appointed by the Holders of the
Trust Preferred Securities and such appointment accepted by the Successor
Guarantee Trustee, any Holder, on behalf of

                                       11



himself and all others similarly situated, may petition any court of competent
jurisdiction for the appointment of a Successor Guarantee Trustee.

                                   ARTICLE V.

                                    GUARANTEE

      Section 5.1. Guarantee.

      The Guarantor irrevocably and unconditionally agrees to pay in full, on a
subordinated basis as set forth in Article VI, to the Holders the Guarantee
Payments (without duplication of amounts theretofore paid by or on behalf of the
Issuer Trust), as and when due, regardless of any defense, right of set-off or
counterclaim which the Issuer Trust may have or assert, except the defense of
payment. The Guarantor's obligation to make a Guarantee Payment may be satisfied
by direct payment of the required amounts by the Guarantor to the Holders or by
causing the Issuer Trust to pay such amounts to the Holders. The Guarantor shall
give prompt written notice to the Guarantee Trustee in the event it makes any
direct payment hereunder.

      Section 5.2. Waiver of Notice and Demand.

      The Guarantor hereby waives notice of acceptance of the Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, the Issuer Trust or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.

      Section 5.3. Obligations Not Affected.

      The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

            (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer Trust of any express or implied
agreement, covenant, term or condition relating to the Trust Preferred
Securities to be performed or observed by the Issuer Trust;

            (b) the extension of time for the payment by the Issuer Trust of all
or any portion of the Distributions (other than an extension of time for payment
of Distributions that results from the extension of any interest payment period
on the Junior Subordinated Debentures as so provided in the Indenture),
Redemption Price, Liquidation Distribution or any other sums payable under the
terms of the Trust Preferred Securities or the extension of time for the
performance of any other obligation under, arising out of, or in connection
with, the Trust Preferred Securities;

                                       12



            (c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Trust Preferred
Securities, or any action on the part of the Issuer Trust granting indulgence or
extension of any kind;

            (d) the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Issuer Trust or any of the
assets of the Issuer Trust;

            (e) any invalidity of, or defect or deficiency in, the Trust
Preferred Securities;

            (f) the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or

            (g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor (other than
payment of the underlying obligation), it being the intent of this Section 5.3
that the obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances.

      There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

      Section 5.4. Rights of Holders.

      The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
Liquidation Amount of the Trust Preferred Securities have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Guarantee Trustee in respect of this Guarantee Agreement or exercising
any trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) any Holder may institute a legal proceeding directly against
the Guarantor to enforce its rights under this Guarantee Agreement, without
first instituting a legal proceeding against the Guarantee Trustee, the Issuer
Trust or any other Person.

      Section 5.5. Guarantee of Payment.

      This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer Trust) or upon the distribution of Junior Subordinated Debentures
to Holders as provided in the Trust Agreement.

                                       13


     Section 5.6. Subrogation.

     The Guarantor shall be subrogated to all rights (if any) of the Holders
against the Issuer Trust in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement or any
payments are due to the holders of Trust Preferred Securities under the Trust
Agreement. If any amount shall be paid to the Guarantor in violation of the
preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.

     Section 5.7. Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer Trust with respect to the Trust Preferred
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI.
                           COVENANTS AND SUBORDINATION

     Section 6.1. Subordination.

     This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank subordinate and junior in right of payment to all Senior
Indebtedness of the Guarantor to the extent and in the manner set forth in the
Indenture with respect to the Junior Subordinated Debentures, and the provisions
of Article XIII of the Indenture will apply, mutatis mutandis, to the
obligations of the Guarantor hereunder. The obligations of the Guarantor
hereunder do not constitute Senior Indebtedness of the Guarantor.

     Section 6.2. Pari Passu Guarantees.

     The obligations of the Guarantor under this Guarantee Agreement shall rank
pari passu with any similar guarantee agreements issued by the Guarantor on
behalf of the holders of preferred or trust preferred securities issued by the
Issuer Trust and with any other security, guarantee or other obligation that is
expressly stated to rank pari passu with the obligations of the Guarantor under
this Guarantee Agreement.

                                       14


                                  ARTICLE VII.

                                   TERMINATION

     Section 7.1. Termination.

     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Trust Preferred
Securities, (ii) the distribution of Junior Subordinated Debentures to the
Holders in exchange for all of the Trust Preferred Securities or (iii) full
payment of the amounts payable in accordance with Article IX of the Trust
Agreement upon liquidation of the Issuer Trust. Notwithstanding the foregoing,
this Guarantee Agreement will continue to be effective or will be reinstated, as
the case maybe, if at any time any Holder is required to repay any sums paid
with respect to Trust Preferred Securities or this Guarantee Agreement.

                                  ARTICLE VIII.

                                  MISCELLANEOUS

     Section 8.1. Successors and Assigns.

     All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Trust Preferred
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article IX of the
Indenture and pursuant to which the assignee agrees in writing to perform the
Guarantor's obligations hereunder, the Guarantor shall not assign its
obligations hereunder, and any purported assignment that is not in accordance
with these provisions shall be void.

     Section 8.2. Amendments.

     Except with respect to any changes that do not materially adversely affect
the rights of the Holders (in which case no consent of the Holders will be
required), this Guarantee Agreement may only be amended with the prior approval
of the Holders of not less than a Majority in Liquidation Amount of the Trust
Preferred Securities. The provisions of Article VI of the Trust Agreement
concerning meetings of the Holders shall apply to the giving of such approval.

     Section 8.3. Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied (confirmed by delivery of the original) or
mailed by first class mail as follows:

                                       15


          (a) if given to the Guarantor, to the address or telecopy number set
forth below or such other address or telecopy number or to the attention of such
other Person as the Guarantor may give notice to the Holders:

          Great Wolf Resorts, Inc.
          122 West Washington Avenue
          Madison, Wisconsin 53703
          Facsimile No.: (608) 661-4701
          Attention:  Office of the Secretary

          (b) if given to the Issuer Trust, in care of the Guarantee Trustee, at
the Issuer Trust's (and the Guarantee Trustee's) address set forth below or such
other address or telecopy number or to the attention of such other Person as the
Guarantee Trustee on behalf of the Issuer Trust may give notice to the Holders:

          c/o Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890-0001
          Facsimile No.:  (302) 636-4140
          Attention:  Corporate Trust Administration

          with a copy to:

          Great Wolf Resorts, Inc.
          122 West Washington Avenue
          Madison, Wisconsin 53703
          Facsimile No.: (608) 661-4701
          Attention:  Office of the Secretary

          (c) if given to the Guarantee Trustee:

          Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington Delaware 19890-0001
          Facsimile No.:  (302) 636-4140

          Attention:  Corporate Trust Administration

          (d) if given to any Holder, at the address set forth on the books and
records of the Issuer Trust.

     All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a

                                       16


notice or other document is refused delivery or cannot be delivered because of a
changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.

     Section 8.4. Benefit.

     This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Trust Preferred Securities.

     Section 8.5. Interpretation.

     In this Guarantee Agreement, unless the context otherwise requires:

          (a) capitalized terms used in this Guarantee Agreement but not defined
in the preamble hereto have the respective meanings assigned to them in Section
1.1;

          (b) a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;

          (c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;

          (d) all references in this Guarantee Agreement to Articles and
Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified;

          (e) a term defined in the Trust Indenture Act has the same meaning
when used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;

          (f) a reference to the singular includes the plural and vice versa;
and

          (g) the masculine, feminine or neuter genders used herein shall
include the masculine, feminine and neuter genders.

     Section 8.6. Governing Law.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                       17


     Section 8.7. Counterparts.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                       18


     THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                  GREAT WOLF RESORTS, INC.,
                                  as Guarantor

                                  By:____________________________________

                                  Name:
                                  Title:

                                  WILMINGTON TRUST COMPANY,
                                  as Guarantee Trustee, and not
                                  in its individual capacity

                                  By:____________________________________

                                  Name:
                                  Title:

EX-4.12

                                                                    EXHIBIT 4.12

                      COMMON SECURITIES GUARANTEE AGREEMENT

                                       of

                            GREAT WOLF RESORTS, INC.
                                 (as Guarantor)

June ___, 2006



                                      TABLE OF CONTENTS


                                                                                                                                PAGE
                                                                                                                                ----
                                                                                                                             
                                                             ARTICLE I
                                                            DEFINITIONS

Section 1.1. Definitions.......................................................................................................    2

                                                             ARTICLE II
                                                             GUARANTEE

Section 2.1. Guarantee.........................................................................................................    2
Section 2.2. Waiver of Notice and Demand.......................................................................................    3
Section 2.3. Obligations Not Affected..........................................................................................    3
Section 2.4. Rights of Holders.................................................................................................    4
Section 2.5. Guarantee of Payment..............................................................................................    4
Section 2.6. Subrogation.......................................................................................................    4
Section 2.7. Independent Obligations...........................................................................................    4

                                                            ARTICLE III
                                                    COVENANTS AND SUBORDINATION

Section 3.1. Subordination.....................................................................................................    5
Section 3.2. Pari Passu Guarantees.............................................................................................    5

                                                             ARTICLE IV
                                                            TERMINATION

Section 4.1. Termination.......................................................................................................    5

                                                             ARTICLE V
                                                           MISCELLANEOUS

Section 5.1. Successors and Assigns............................................................................................    5
Section 5.2. Amendments........................................................................................................    6
Section 5.3. Notices...........................................................................................................    6
Section 5.4. Benefit...........................................................................................................    7
Section 5.5. Interpretation....................................................................................................    7
Section 5.6. Governing Law.....................................................................................................    7
Section 5.7. Counterparts......................................................................................................    7




     This GUARANTEE AGREEMENT, dated as of June __, 2006 is executed and
delivered by GREAT WOLF RESORTS, INC., a Delaware corporation (the "Guarantor")
having its principal office at 122 West Washington Avenue, Madison, WI 53703,
for the benefit of the Holders (as defined herein) from time to time of the
Common Securities (as defined herein) of GW Capital Trust II, a Delaware
statutory trust (the "Issuer Trust").

     WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Trust Agreement"), dated as of June __, 2006, among Great Wolf Resorts, Inc.,
as Sponsor, Wilmington Trust Company, as Property Trustee (the "Property
Trustee"), Wilmington Trust Company, as Delaware Trustee (the "Delaware
Trustee") (collectively, the "Issuer Trustees"), two individuals selected by the
holders of the Common Securities to act as administrative trustees with respect
to the Issuer Trust and the Holders from time to time of undivided beneficial
ownership interests in the assets of the Issuer Trust, the Issuer Trust is
issuing $__ aggregate liquidation amount of its __% Common Securities,
liquidation amount $25 per common security (the "Common Securities") [(including
$___ in aggregate liquidation amount of additional Common Securities being
issued pursuant to an over-allotment option granted to the underwriters of the
trust preferred securities of the Trust)], representing common undivided
beneficial ownership interests in the assets of the Issuer Trust and having the
terms set forth in the Trust Agreement;

     WHEREAS, as incentive for the Holders to purchase the Common Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth herein, to pay to the Holders of the Common Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein; and

     WHEREAS, the Guarantor is also executing and delivering a guarantee
agreement (the "Trust Preferred Securities Guarantee Agreement") for the benefit
of the holders of the Trust Preferred Securities (as defined in the Trust
Agreement) in substantially identical terms to this Common Securities Guarantee
Agreement, except that if any Event of Default (as defined in the Trust
Agreement) resulting from a Debenture Default has occurred and is continuing,
the rights of Holders of the Common Securities to receive Guarantee Payments
under this Common Securities Guarantee Agreement are subordinated to the rights
of holders of Trust Preferred Securities to receive Guarantee Payments under the
Trust Preferred Securities Guarantee Agreement.

     NOW, THEREFORE, in consideration of the purchase of the Common Securities
by each Holder, which purchase the Guarantor hereby acknowledges shall benefit
the Guarantor, and intending to be legally bound hereby, the Guarantor executes
and delivers this Guarantee Agreement for the benefit of the Holders from time
to time of the Common Securities.



                                   ARTICLE I

                                   DEFINITIONS

     Section 1.1. Definitions.

     As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Trust Agreement as in effect on the date hereof.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Common Securities, to the extent not paid or
made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid
Distributions required to be paid on the Common Securities, to the extent the
Issuer Trust shall have funds on hand available therefor at such time, (ii) the
Redemption Price, with respect to the Common Securities called for redemption by
the Issuer Trust, to the extent that the Issuer Trust shall have funds on hand
available therefor at such time, and (iii) upon a voluntary or involuntary
dissolution, winding-up or liquidation of the Issuer Trust, unless Junior
Subordinated Debentures are distributed to the Holders, the lesser of (a) the
aggregate of the liquidation amount and all accumulated and unpaid Distributions
to but excluding the date of payment, to the extent that the Issuer Trust shall
have funds on hand available therefor at such time, and (b) the amount of assets
of the Issuer Trust remaining available for distribution to Holders on
liquidation of the Issuer Trust (in either case, the "Liquidation
Distribution"). If any Event of Default resulting from a Debenture Default has
occurred and is continuing, no Guarantee Payments with respect to the Common
Securities shall be made until holders of Trust Preferred Securities shall be
paid in full the Guarantee Payments to which they are entitled under the Trust
Preferred Securities Guarantee Agreement.

     "Holder" means any holder, as registered on the books and records of the
Issuer Trust, of any Common Securities.

                                   ARTICLE II

                                    GUARANTEE

     Section 2.1. Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full, on a
subordinated basis as set forth in Article III, to the Holders the Guarantee
Payments (without duplication of amounts theretofore paid by or on behalf of the
Issuer Trust), as and when due, regardless of any defense, right of set-off or
counterclaim which the Issuer Trust may have or assert, except the defense of
payment. The Guarantor's obligation to make a Guarantee Payment may be satisfied
by direct payment of the required amounts by the Guarantor to the Holders or by
causing the

                                       2


Issuer Trust to pay such amounts to the Holders. The Guarantor shall give prompt
written notice to the Guarantee Trustee in the event it makes any direct payment
hereunder.

     Section 2.2. Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of the Guarantee Agreement
and of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Issuer Trust or any
other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.

     Section 2.3. Obligations Not Affected.

     The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

          (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer Trust of any express or implied
agreement, covenant, term or condition relating to the Common Securities to be
performed or observed by the Issuer Trust;

          (b) the extension of time for the payment by the Issuer Trust of all
or any portion of the Distributions (other than an extension of time for payment
of Distributions that results from the extension of any interest payment period
on the Junior Subordinated Debentures as so provided in the Indenture),
Redemption Price, Liquidation Distribution or any other sums payable under the
terms of the Common Securities or the extension of time for the performance of
any other obligation under, arising out of, or in connection with, the Common
Securities;

          (c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Common Securities, or any
action on the part of the Issuer Trust granting indulgence or extension of any
kind;

          (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer Trust or any of the assets of
the Issuer Trust;

          (e) any invalidity of, or defect or deficiency in, the Common
Securities;

          (f) the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or

          (g) any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor (other than payment of
the underlying obligation), it being the intent of this Section 2.3 that the
obligations of the Guarantor hereunder shall be absolute and unconditional under
any and all circumstances.

                                       3


     There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

     Section 2.4. Rights of Holders.

     The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be for the benefit of the Holders; (ii) the Holders of a Majority in
Liquidation Amount of the Common Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available in
respect of this Guarantee Agreement or exercising any trust or power conferred
under this Guarantee Agreement; and (iii) any Holder may institute a legal
proceeding directly against the Guarantor to enforce its rights under this
Guarantee Agreement, without first instituting a legal proceeding against the
Issuer Trust or any other Person.

     Section 2.5. Guarantee of Payment.

     This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer Trust) or upon the distribution of Junior Subordinated Debentures
to Holders as provided in the Trust Agreement.

     Section 2.6. Subrogation.

     The Guarantor shall be subrogated to all rights (if any) of the Holders
against the Issuer Trust in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement or any
payments are due to the holders of Trust Preferred Securities under the Trust
Agreement. If any amount shall be paid to the Guarantor in violation of the
preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.

     Section 2.7. Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer Trust with respect to the Common Securities and
that the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 2.3 hereof.

                                       4


                                  ARTICLE III

                           COVENANTS AND SUBORDINATION

     Section 3.1. Subordination.

     This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank subordinate and junior in right of payment to all Senior
Indebtedness of the Guarantor to the extent and in the manner set forth in the
Indenture with respect to the Junior Subordinated Debentures, and the provisions
of Article XIII of the Indenture will apply, mutatis mutandis, to the
obligations of the Guarantor hereunder. The obligations of the Guarantor
hereunder do not constitute Senior Indebtedness of the Guarantor.

     Section 3.2. Pari Passu Guarantees.

     The obligations of the Guarantor under this Guarantee Agreement shall rank
pari passu with any similar guarantee agreements issued by the Guarantor on
behalf of the holders of common securities issued by the Issuer Trust and with
any other security, guarantee or other obligation that is expressly stated to
rank pari passu with the obligations of the Guarantor under this Guarantee
Agreement.

                                   ARTICLE IV

                                   TERMINATION

     Section 4.1. Termination.

     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Common Securities,
(ii) the distribution of Junior Subordinated Debentures to the Holders in
exchange for all of the Common Securities or (iii) full payment of the amounts
payable in accordance with Article IX of the Trust Agreement upon liquidation of
the Issuer Trust. Notwithstanding the foregoing, this Guarantee Agreement will
continue to be effective or will be reinstated, as the case maybe, if at any
time any Holder is required to repay any sums paid with respect to Common
Securities or this Guarantee Agreement.

                                   ARTICLE V

                                  MISCELLANEOUS

     Section 5.1. Successors and Assigns.

     All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Common Securities
then outstanding. Except in connection with a consolidation, merger or sale
involving the Guarantor that is permitted under Article IX of the Indenture and
pursuant to which the assignee agrees in writing to perform the Guarantor's

                                       5


obligations hereunder, the Guarantor shall not assign its obligations hereunder,
and any purported assignment that is not in accordance with these provisions
shall be void.

     Section 5.2. Amendments.

     Except with respect to any changes that do not materially adversely affect
the rights of the Holders (in which case no consent of the Holders will be
required), this Guarantee Agreement may only be amended with the prior approval
of the Holders of not less than a Majority in Liquidation Amount of the Common
Securities. The provisions of Article VI of the Trust Agreement concerning
meetings of the Holders shall apply to the giving of such approval.

     Section 5.3. Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied (confirmed by delivery of the original) or
mailed by first class mail as follows:

          (a) if given to the Guarantor, to the address or telecopy number set
forth below or such other address or telecopy number or to the attention of such
other Person as the Guarantor may give notice to the Holders:

          Great Wolf Resorts, Inc.
          122 West Washington Avenue

          Madison, Wisconsin 53703
          Facsimile No.: (608) 661-4701
          Attention:  Office of the Secretary

          (b) if given to the Issuer Trust, in care of the Property Trustee, at
the Issuer Trust's (and the Property Trustee's) address set forth below or such
other address or telecopy number or to the attention of such other Person as the
Property Trustee on behalf of the Issuer Trust may give notice to the Holders:

          c/o Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890-0001
          Facsimile No.:  (302) 636-4140
          Attention:  Corporate Trust Administration

          with a copy to:

          Great Wolf Resorts, Inc.
          122 West Washington Avenue

          Madison, Wisconsin 53703
          Facsimile No.:  (608) 661-4701
          Attention:  Office of the Secretary

                                       6


          (c) if given to any Holder, at the address set forth on the books and
records of the Issuer Trust.

     All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

     Section 5.4. Benefit.

     This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Common Securities.

     Section 5.5. Interpretation.

     In this Guarantee Agreement, unless the context otherwise requires:

          (a) capitalized terms used in this Guarantee Agreement but not defined
in the preamble hereto have the respective meanings assigned to them in Section
1.1;

          (b) a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;

          (c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;

          (d) all references in this Guarantee Agreement to Articles and
Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified;

          (e) a reference to the singular includes the plural and vice versa;
and

          (f) the masculine, feminine or neuter genders used herein shall
include the masculine, feminine and neuter genders.

     Section 5.6. Governing Law.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     Section 5.7. Counterparts.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                       7


     THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                     GREAT WOLF RESORTS, INC., as Guarantor

                                     By: _________________________
                                     Name:
                                     Title:

                                       8

EX-4.13

                                                                    EXHIBIT 4.13

                              OFFICER'S CERTIFICATE

                                  JUNE __, 2006

         Pursuant to Section 2.03 of the Junior Subordinated Indenture, dated as
of June __, 2006 (the "BASE INDENTURE") between the Great Wolf Resorts, Inc.
(the "COMPANY") and Wilmington Trust Company, as Indenture Trustee (the
"INDENTURE TRUSTEE"), the undersigned [Chief Executive Officer][Chief Financial
Officer], pursuant to authority granted by the Company's Board of Directors in
resolutions duly adopted on May 23, 2006 and pursuant to the resolutions duly
adopted on June __, 2006 by the Pricing Committee of the Board of Directors,
hereby certifies and establishes the terms of the __% Junior Subordinated
Debentures due 2036 (the "DEBENTURES") of the Company and attaches as Exhibit A
the form of the Debentures to be issued and authenticated in accordance with the
terms of the Base Indenture and sold and delivered to GW Capital Trust II (the
"TRUST") pursuant to the Junior Subordinated Debenture Subscription Agreement
(as defined in the Trust Agreement), in each case, as of the date hereof:

                                          
Title:                                       __% Junior Subordinated Debentures due 2036

Aggregate Principal Amount:                  $__

Maturity Date:                               June   , 2036

Annual Rate of Interest:                     __%, subject to increase as provided in the form of Debentures

Interest Payment Dates:                      Interest on the Debentures will accrue from and including the most
                                             recent Interest Payment Date (as defined below) to which interest
                                             has been paid or duly provided for, or, if no interest has been
                                             paid or duly provided for, from and including _______, 2006 to but
                                             excluding the date the principal hereof has been paid or duly made
                                             available for payment, subject to the right of the Company to defer
                                             interest payments for up to six consecutive quarters as set forth
                                             in the form of Debentures. Interest is payable quarterly in arrears
                                             on March __, June __, September __ and December __ of each year,
                                             commencing September __, 2006 (each, an "INTEREST PAYMENT DATE").

Record Dates:                                Interest will be payable, subject to certain exceptions specified in
                                             the form of Debentures, to the Person (as defined in the Base
                                             Indenture) in whose name the Debentures are registered at the close of
                                             business on the 15th calendar day (whether or not a Business Day (as
                                             defined in the Base Indenture)) next preceding such Interest Payment
                                             Date.

Redemption Provisions:                       The Debentures will be redeemable prior to maturity at the option of
                                             the Company:








                                          
                                             (i)   on or after June __, 2011, in whole or in part on one or more
                                                   occasions, at any time;

                                             (ii)  prior to June __, 2011, in whole (but not in part) at any time
                                                   within 90 calendar days following the occurrence and
                                                   continuation of a Tax Event or an Investment Company Event (each
                                                   as defined in the form of Debentures); and

                                             (iii) on and after the 30th calendar day after the occurrence of a
                                                   Special Event (as defined in the form of Debentures) but prior
                                                   to a Special Event Termination (as defined in the form of
                                                   Debentures),

                                             in each case, at a redemption price equal to 100% of the principal
                                             amount of Debentures to be redeemed plus any accumulated and unpaid
                                             interest, including any Compounded Interest (as defined in the form of
                                             Debentures), and any Additional Sums (as defined in the form of
                                             Debentures), to but excluding the redemption date.

Form and Denomination:                       One certificate in fully registered form in the aggregate principal
                                             amount of $_____________.

Definitive Notes:                            May be issued only upon satisfaction of the conditions set forth in
                                             the Base Indenture.

Trust                                        For purposes of this Officer's Certificate and the Debentures,
                                             "TRUST" and "ISSUER TRUST" shall mean GW Capital Trust II, a
                                             Delaware statutory trust, or any permitted successor thereto.

Property Trustee and Depositary:             The Company hereby appoints Wilmington Trust Company, the property
                                             trustee, as depositary for the Debentures; provided that, in the
                                             event of a distribution of Debentures to the holders of trust preferred
                                             securities of GW Capital Trust II, The  Depository Trust Company
                                             will be appointed as depositary for the Debentures.

Other:                                       All other terms and other provisions of the Debentures required to be
                                             set forth in an Officer's Certificate pursuant to Section 2.03 of the
                                             Base Indenture are as specified in the Base Indenture or as set forth
                                             in the form of Debentures which is attached hereto as Exhibit A. To
                                             the extent there is any conflict or inconsistency regarding a term or
                                             other provision of the Debentures between the Base Indenture and this
                                             Officer's Certificate (including the form of Debentures attached
                                             hereto), then this Officer's Certificate and such form shall govern.





                                       2



                  IN WITNESS WHEREOF, the undersigned has executed this
Officer's Certificate as of the date first written above.




                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:



                                       3

EX-5.1

                                                                     Exhibit 5.1

                      [Letterhead of King & Spalding LLP]

                                                                   June 20, 2006

Great Wolf Resorts, Inc.
GW Capital Trust II
c/o Great Wolf Resorts, Inc.
122 West Washington Avenue
Madison, Wisconsin  53703

Ladies and Gentlemen:

     We have acted as counsel to Great Wolf Resorts, Inc., a Delaware
corporation (the "Company") and GW Capital Trust II, a Delaware statutory trust
(the "Trust"), in connection with the Registration Statement on Form S-1 (the
"Registration Statement") filed by the Company and the Trust with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the registration by the Company and the Trust
of (i) $57,500,000 in aggregate liquidation amount of trust preferred securities
of the Trust (the "Trust Preferred Securities"), (ii) Junior Subordinated
Debentures due 2036 of the Company (the "Junior Subordinated Debentures") and
(iii) guarantees of the Trust Preferred Securities (the "Guarantees").

     In our capacity as such counsel, we have examined (1) the Registration
Statement, (2) the Certificate of Trust of the Trust, effective as of May 25,
2006 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on May 25, 2006, (3) a form of
Junior Subordinated Indenture (the "Indenture") to be entered into between the
Company and Wilmington Trust Company, as indenture trustee, (4) a form of Junior
Subordinated Debenture, and (5) a form of Trust Preferred Securities Guarantee
Agreement (the "Guarantee Agreement") to be entered into between the Company, as
guarantor, and Wilmington Trust Company, as guarantee trustee (the "Guarantee
Trustee"). Items (2) through (5) have been filed as exhibits to the Registration
Statement.

     We have reviewed such matters of law and examined original, certified,
conformed or photographic copies of such other documents, records, agreements
and certificates as we have deemed necessary as a basis for the opinions
hereinafter expressed. In such review, we have assumed the genuineness of
signatures on all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us as certified, conformed or
photographic copies, and, as to certificates of public officials, we have
assumed the same to be accurate and to have been given properly. We have relied,
as to the matters set forth therein, on certificates and telegrams of public
officials and representatives of the Company.

     We also have assumed that (i) at the time of the execution, authentication,
issuance and delivery of the Junior Subordinated Debentures, the Indenture will
have been duly executed and delivered by the Company and will be a valid and
binding obligation of the Indenture Trustee, and (ii) at the time of the
issuance of the Guarantees, the Guarantee Agreement will have been


GW Capital Trust II
Great Wolf Resorts, Inc.
June 20, 2006
Page 2

duly executed and delivered by the Company and will be a valid and binding
obligation of the Guarantee Trustee.

     Based upon the foregoing, and subject to the assumptions, qualifications
and limitations set forth herein, we are of the opinion that:

     1.   Assuming (a) the taking of all necessary corporate action to approve
          the issuance and terms of the Junior Subordinated Debentures, the
          terms of the offering thereof and the related matters by the Board of
          Directors of the Company, a duly constituted and acting committee of
          such Board or duly authorized officers of the Company (such Board of
          Directors, committee or authorized officers being hereinafter referred
          to as the "Board") and (b) the due execution, authentication, issuance
          and delivery of the Junior Subordinated Debentures, upon payment of
          the consideration therefor provided for in the applicable definitive
          underwriting agreement and otherwise in accordance with the provisions
          of the Indenture and such agreement, the Junior Subordinated
          Debentures will constitute valid and binding obligations of the
          Company, enforceable against the Company in accordance with their
          terms and entitled to the benefits of the Indenture.

     2.   Assuming (a) the taking of all necessary corporate action to approve
          the issuance and terms of the Guarantees, the terms of the offering
          thereof and related matters by the Board, (b) the due execution,
          authentication, issuance and delivery of the Trust Preferred
          Securities underlying such Guarantees, upon payment of the
          consideration therefore provided in the applicable definitive
          underwriting agreement and otherwise in accordance with the provisions
          of the declaration of trust pursuant to which such Trust Preferred
          Securities will be issued and such agreement and (c) the due issuance
          of the Guarantees, the Guarantees will constitute valid and binding
          obligations of the Company, enforceable against the Company and
          entitled to the benefits of the Guarantee Agreement.

     Our opinions set forth in paragraphs 1 and 2 above are subject to the
effect of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws of general applicability affecting the rights
and remedies of creditors and is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

     We are members of the Bar of the State of New York, the State of Georgia
and the State of Texas. This opinion letter is limited in all respects to the
laws of the State of New York and the General Corporation Law of the State of
Delaware (including the statutory provisions, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting the
foregoing). This opinion is limited to the matters stated herein, and no opinion
is implied or may be inferred beyond the matters expressly stated herein.


GW Capital Trust II
Great Wolf Resorts, Inc.
June 20, 2006
Page 3

     We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement, to the reference to our firm under the caption
"Legal Matters" in the prospectus constituting part of the Registration
Statement and to the incorporation by reference of this opinion and consent as
exhibits to any registration statement filed in accordance with Rule 462(b)
under the Act relating to the offering described in the Registration Statement.


                                         Very truly yours,

                                         /s/ King & Spalding LLP

EX-5.2

                                                                     Exhibit 5.2


                [Letterhead of Richards, Layton & Finger, P.A.]



                                         June 20, 2006



GW Capital Trust II
c/o Great Wolf Resorts, Inc.
122 West Washington Avenue
Madison, Wisconsin  53703

          Re:  GW Capital Trust II

Ladies and Gentlemen:

     We have acted as special Delaware counsel for Great Wolf Resorts, Inc., a
Delaware corporation (the "Company"), and GW Capital Trust II, a Delaware
statutory trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

     (a) The Certificate of Trust of the Trust, effective as of May 25, 2006
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on May 25, 2006;

     (b) The Declaration of Trust of the Trust, dated as of May 25, 2006, among
the Company, as sponsor, and the trustees of the Trust named therein;

     (c) The Registration Statement (the "Initial Registration Statement") on
Form S-1, including a prospectus (the "Prospectus") relating to the Preferred
Securities of the Trust representing preferred undivided beneficial interests in
the assets of the Trust (each, a "Preferred Security" and collectively, the
"Preferred Securities"), filed by the Company, the Trust and others with the
Securities and Exchange Commission (the "SEC") on June 5, 2006, as amended by
Amendment No. 1 thereto, as proposed to be to be filed by the Company, the Trust
and others with the SEC on or about June 20, 2006 (the Initial Registration
Statement as amended by Amendment No. 1 being hereinafter referred to as the
"Registration Statement");

     (d) A form of Amended and Restated Declaration of Trust of the Trust, to be
entered into among the Company, as sponsor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Exhibits C and D thereto) (the
"Declaration"), incorporated by reference as an exhibit to the Registration
Statement; and

GW Capital Trust II
June 20, 2006
Page 2

     (e) A Certificate of Good Standing for the Trust, dated June 20, 2006,
obtained from the Secretary of State.

     Capitalized terms used herein and not otherwise defined are used as defined
in the Declaration.

     For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (e) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

     With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) that the Declaration and
the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are signatories to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) that each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") will receive a Preferred Securities Certificate for such
Preferred Security and will pay for the Preferred Security acquired by it, in
accordance with the Declaration and the Registration Statement, and (vii) that
the Preferred Securities will be issued and sold to the Preferred Security
Holders in accordance with the Declaration and the Registration Statement. We
have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.

     This opinion is limited to the laws of the State of Delaware (excluding the
securities laws and blue sky laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.


GW Capital Trust II
June 20, 2006
Page 3

     Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

     1. The Trust has been duly created and is validly existing in good standing
as a statutory trust under the Delaware Statutory Trust Act (12 Del. C.ss.3801,
et seq.).

     2. The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

     3. The Preferred Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished to, or relied upon
by, any other Person for any purpose.


                                         Very truly yours,


                                         /s/ Richards, Layton & Finger, P.A.


BJK/DD

EX-8.1

                                                                     EXHIBIT 8.1

                                [K&S Letterhead]


June 20, 2006



Great Wolf Resorts, Inc.
122 West Washington Avenue
Madison, WI 53703

         RE: FORM S-1 REGISTRATION STATEMENT

Ladies and Gentlemen:

         We have acted as counsel to Great Wolf Resorts, Inc. (the "Company")
and GW Capital Trust II (the "Trust") in connection with the Registration
Statement on Form S-1 filed on the date hereof with the Securities and Exchange
Commission (the "Registration Statement") relating to the registration of (1)
the Trust Preferred Securities (Liquidation Amount of $25 per Trust Preferred
Security) of the Trust (the "Trust Preferred Securities"), (2) the Junior
Subordinated Debentures of the Company due June 1, 2036, and (3) the Trust
Preferred Securities Guarantee of the Company.

         We hereby confirm that the statements set forth in the Registration
Statement in the section entitled "United States Federal Income Tax
Consequences," subject to the qualifications, assumptions, exceptions and
limitations set forth therein (and excluding any statements concerning beliefs
of, or positions to be taken by, the Company or the Trust), insofar as they
discuss matters of United States federal tax law and regulations or legal
conclusions with respect thereto, constitute our opinion as to the material
United States federal income tax consequences of the purchase, ownership and
disposition of the Trust Preferred Securities.

         We hereby consent to the filing with the Securities and Exchange
Commission of this letter as an exhibit to the Registration Statement and the
reference to us under the caption "United States Federal Income Tax
Consequences." In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules or regulations of the Securities and Exchange
Commission thereunder.



                                        Very truly yours,


                                        /s/ King & Spalding LLP



            ATLANTA o HOUSTON o LONDON o NEW YORK o WASHINGTON, D.C.

EX-21.1

                                                                    EXHIBIT 21.1


                                SUBSIDIARIES LIST


     Blue Harbor Resort Sheboygan, LLC

     GLGB Manager III, LLC

     Great Bear Lodge of Wisconsin Dells, LLC

     Great Lakes Services, LLC

     Great Wolf Capital Trust I

     Great Wolf Kansas SPE, LLC

     Great Wolf Lodge of Chehalis, LLC

     Great Wolf Lodge of Grapevine, LLC

     Great Wolf Lodge of Kansas City, LLC

     Great Wolf Lodge of PKI, LLC

     Great Wolf Lodge of the Poconos, LLC

     Great Wolf Lodge of Traverse City, LLC

     Great Wolf Lodge of Williamsburg, LLC

     Great Wolf TC Development, LLC

     Great Wolf Traverse SPE, LLC

     GWL Development PKI, LLC

     GWL KC Beverage, Inc.

     GWR Michigan, LLC

     GWR OP General Partner, LLC

     GWR Operating Partnership, LLLP

     Mason Family Resorts, LLC

     Niagara Glenview Tent & Trailer Park Company (Nova Scotia)

     Williamsburg Meadows, LLC

     GW Capital Trust II

EX-23.2

                                                                    EXHIBIT 23.2




            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement Nos. 333-134716 and 333-134716-01 on Form S-1 of our
reports dated March 15, 2006, relating to the consolidated financial statements
of Great Wolf Resorts, Inc. and subsidiaries and the combined financial
statements of Great Lakes Predecessor and management's report on the
effectiveness of internal control over financial reporting (which report
expresses an adverse opinion on the effectiveness of the Company's internal
control over financial reporting and does not express an opinion or any other
form of assurance on management's statement regarding the process taken by
management to address the material weaknesses) appearing in the Annual Report on
Form 10-K of Great Wolf Resorts, Inc. for the year ended December 31, 2005 and
to the reference to us under the headings "Summary Financial Data" and "Experts"
in the Prospectus, which is part of these Registration Statements.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin
June 19, 2006

EX-23.3

[RUBINBROWN LOGO]                                  RubinBrown LLP

                                                    Certified Public Accountants
                                                    & Business Consultants

                                                    One North Brentwood
                                                    Saint Louis, MO 63105

                                                    T 314.290.3300
                                                    F 314.290.3400

                                                    W rubinbrown.com
                                                    E info@rubinbrown.com


                                                                    EXHIBIT 23.3



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Great Wolf Resorts, Inc

We hereby consent to the use in this Registration Statement on Form S-1 (Numbers
333-134716 and 333-134716-01) of our report dated May 5, 2005, except for Note
12, dated January 20, 2006, 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 heading "Experts" in such
Registration Statement.


/s/ RubinBrown LLP

St. Louis, Missouri
June 19, 2006


an independent member of
BAKER TILLY INTERNATIONAL

EX-25.1

                                                                    EXHIBIT 25.1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) __

                            WILMINGTON TRUST COMPANY
               (Exact name of Trustee as specified in its charter)

                                                          
                 DELAWARE                                         51-0055023
    (Jurisdiction of incorporation of                          (I.R.S. Employer
organization if not a U.S. national bank)                    Identification No.)



                            1100 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19890-0001
                                 (302) 651-1000
          (Address of principal executive offices, including zip code)

                             CAROLYN MCKINNEY AFSHAR
                           VICE PRESIDENT AND COUNSEL
                            WILMINGTON TRUST COMPANY
                            1100 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19890-0001
                                 (302) 651-1360
 (Name, address, including zip code, and telephone number, including area code,
                              of agent of service)

                            GREAT WOLF RESORTS, INC.
               (Exact name of obligor as specified in its charter)

                                                          
                 DELAWARE                                         51-0510250
     (State or other jurisdiction or                           (I.R.S. Employer
      incorporation or organization)                         Identification No.)



                           122 WEST WASHINGTON AVENUE
                            MADISON, WISCONSIN 53703
          (Address of principal executive offices, including zip code)

                                   ----------

                         JUNIOR SUBORDINATED DEBENTURES
                       (Title of the indenture securities)

================================================================================



ITEM 1. GENERAL INFORMATION.

     Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it
     is subject.

     Federal Deposit Insurance Corp.   State Bank Commissioner
     20 Exchange Place, Room 6014      555 East Loockerman Street, Suite 210
     New York, New York 10005          Dover, Delaware 19901

     (b) Whether it is authorized to exercise corporate trust powers.

     The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

     If the obligor is an affiliate of the trustee, describe each affiliation:

     Based upon an examination of the books and records of the trustee and
     information available to the trustee, the obligor is not an affiliate of
     the trustee.

ITEM 16. LIST OF EXHIBITS.

     List below all exhibits filed as part of this Statement of Eligibility and
     Qualification.

     -    A copy of the Charter of Wilmington Trust Company (Exhibit 1), which
          includes the certificate of authority of Wilmington Trust Company to
          commence business (Exhibit 2) and the authorization of Wilmington
          Trust Company to exercise corporate trust powers (Exhibit 3).

     -    A copy of the existing By-Laws of Wilmington Trust Company (Exhibit
          4).

     -    Consent of Wilmington Trust Company required by Section 321(b) of the
          Trust Indenture Act (Exhibit 6).

     -    A copy of the latest Report of Condition of Wilmington Trust Company
          (Exhibit 7).

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wilmington Trust Company, a corporation organized and existing under
the laws of Delaware, has duly caused this Statement of Eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the City of
Wilmington and State of Delaware on the 20th day of June, 2006.

[SEAL]                                  WILMINGTON TRUST COMPANY


Attest: /s/ Christopher J. Monigle      By: /s/ Patricia A. Evans
        -----------------------------       ------------------------------------
        Assistant Secretary             Name: Patricia A. Evans
                                        Title: Vice President



                                    EXHIBIT 1

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987



                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

          WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

          FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

          SECOND: - The location of its principal office in the State of
          Delaware is at Rodney Square North, in the City of Wilmington, County
          of New Castle; the name of its resident agent is WILMINGTON TRUST
          COMPANY whose address is Rodney Square North, in said City. In
          addition to such principal office, the said corporation maintains and
          operates branch offices in the City of Newark, New Castle County,
          Delaware, the Town of Newport, New Castle County, Delaware, at
          Claymont, New Castle County, Delaware, at Greenville, New Castle
          County Delaware, and at Milford Cross Roads, New Castle County,
          Delaware, and shall be empowered to open, maintain and operate branch
          offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
          Street, and 3605 Market Street, all in the City of Wilmington, New
          Castle County, Delaware, and such other branch offices or places of
          business as may be authorized from time to time by the agency or
          agencies of the government of the State of Delaware empowered to
          confer such authority.

          THIRD: - (a) The nature of the business and the objects and purposes
          proposed to be transacted, promoted or carried on by this Corporation
          are to do any or all of the things herein mentioned as fully and to
          the same extent as natural persons might or could do and in any part
          of the world, viz.:

               (1) To sue and be sued, complain and defend in any Court of law
               or equity and to make and use a common seal, and alter the seal
               at pleasure, to hold, purchase, convey, mortgage or otherwise
               deal in real and personal estate and property, and to appoint
               such officers and agents as the business of the Corporation shall
               require, to make by-laws not inconsistent with the Constitution
               or laws of the United States or of this State, to discount bills,
               notes or other evidences of debt, to receive deposits of money,
               or securities for money, to buy gold and silver bullion and
               foreign coins, to buy and sell bills of exchange, and generally
               to use, exercise and enjoy all the powers, rights, privileges and
               franchises incident to a corporation which are proper or
               necessary for the transaction of the business of the Corporation
               hereby created.

               (2) To insure titles to real and personal property, or any estate
               or interests therein, and to guarantee the holder of such
               property, real or personal, against any claim or claims, adverse
               to his interest therein, and to prepare and give certificates of
               title for any lands or premises in the State of Delaware, or
               elsewhere.

               (3) To act as factor, agent, broker or attorney in the receipt,
               collection, custody, investment and management of funds, and the
               purchase, sale, management and disposal of property of all
               descriptions, and to prepare and execute all papers which may be
               necessary or proper in such business.

               (4) To prepare and draw agreements, contracts, deeds, leases,
               conveyances, mortgages, bonds and legal papers of every
               description, and to carry on the business of conveyancing in all
               its



               branches.

               (5) To receive upon deposit for safekeeping money, jewelry,
               plate, deeds, bonds and any and all other personal property of
               every sort and kind, from executors, administrators, guardians,
               public officers, courts, receivers, assignees, trustees, and from
               all fiduciaries, and from all other persons and individuals, and
               from all corporations whether state, municipal, corporate or
               private, and to rent boxes, safes, vaults and other receptacles
               for such property.

               (6) To act as agent or otherwise for the purpose of registering,
               issuing, certificating, countersigning, transferring or
               underwriting the stock, bonds or other obligations of any
               corporation, association, state or municipality, and may receive
               and manage any sinking fund therefor on such terms as may be
               agreed upon between the two parties, and in like manner may act
               as Treasurer of any corporation or municipality.

               (7) To act as Trustee under any deed of trust, mortgage, bond or
               other instrument issued by any state, municipality, body politic,
               corporation, association or person, either alone or in
               conjunction with any other person or persons, corporation or
               corporations.

               (8) To guarantee the validity, performance or effect of any
               contract or agreement, and the fidelity of persons holding places
               of responsibility or trust; to become surety for any person, or
               persons, for the faithful performance of any trust, office, duty,
               contract or agreement, either by itself or in conjunction with
               any other person, or persons, corporation, or corporations, or in
               like manner become surety upon any bond, recognizance,
               obligation, judgment, suit, order, or decree to be entered in any
               court of record within the State of Delaware or elsewhere, or
               which may now or hereafter be required by any law, judge, officer
               or court in the State of Delaware or elsewhere.

               (9) To act by any and every method of appointment as trustee,
               trustee in bankruptcy, receiver, assignee, assignee in
               bankruptcy, executor, administrator, guardian, bailee, or in any
               other trust capacity in the receiving, holding, managing, and
               disposing of any and all estates and property, real, personal or
               mixed, and to be appointed as such trustee, trustee in
               bankruptcy, receiver, assignee, assignee in bankruptcy, executor,
               administrator, guardian or bailee by any persons, corporations,
               court, officer, or authority, in the State of Delaware or
               elsewhere; and whenever this Corporation is so appointed by any
               person, corporation, court, officer or authority such trustee,
               trustee in bankruptcy, receiver, assignee, assignee in
               bankruptcy, executor, administrator, guardian, bailee, or in any
               other trust capacity, it shall not be required to give bond with
               surety, but its capital stock shall be taken and held as security
               for the performance of the duties devolving upon it by such
               appointment.

               (10) And for its care, management and trouble, and the exercise
               of any of its powers hereby given, or for the performance of any
               of the duties which it may undertake or be called upon to
               perform, or for the assumption of any responsibility the said
               Corporation may be entitled to receive a proper compensation.

               (11) To purchase, receive, hold and own bonds, mortgages,
               debentures, shares of capital stock, and other securities,
               obligations, contracts and evidences of indebtedness, of any
               private, public or municipal corporation within and without the
               State of Delaware, or of the Government of the United States, or
               of any state, territory, colony, or possession thereof, or of any
               foreign government or country; to receive, collect, receipt for,
               and dispose of interest, dividends and income upon and from any
               of the bonds, mortgages, debentures, notes, shares of capital
               stock, securities, obligations, contracts, evidences of
               indebtedness and other property held and owned by it, and to
               exercise in respect of all such bonds, mortgages, debentures,
               notes, shares of capital stock, securities, obligations,
               contracts, evidences of indebtedness and other property, any and
               all


                                        2



               the rights, powers and privileges of individual owners thereof,
               including the right to vote thereon; to invest and deal in and
               with any of the moneys of the Corporation upon such securities
               and in such manner as it may think fit and proper, and from time
               to time to vary or realize such investments; to issue bonds and
               secure the same by pledges or deeds of trust or mortgages of or
               upon the whole or any part of the property held or owned by the
               Corporation, and to sell and pledge such bonds, as and when the
               Board of Directors shall determine, and in the promotion of its
               said corporate business of investment and to the extent
               authorized by law, to lease, purchase, hold, sell, assign,
               transfer, pledge, mortgage and convey real and personal property
               of any name and nature and any estate or interest therein.

          (b) In furtherance of, and not in limitation, of the powers conferred
          by the laws of the State of Delaware, it is hereby expressly provided
          that the said Corporation shall also have the following powers:

               (1) To do any or all of the things herein set forth, to the same
               extent as natural persons might or could do, and in any part of
               the world.

               (2) To acquire the good will, rights, property and franchises and
               to undertake the whole or any part of the assets and liabilities
               of any person, firm, association or corporation, and to pay for
               the same in cash, stock of this Corporation, bonds or otherwise;
               to hold or in any manner to dispose of the whole or any part of
               the property so purchased; to conduct in any lawful manner the
               whole or any part of any business so acquired, and to exercise
               all the powers necessary or convenient in and about the conduct
               and management of such business.

               (3) To take, hold, own, deal in, mortgage or otherwise lien, and
               to lease, sell, exchange, transfer, or in any manner whatever
               dispose of property, real, personal or mixed, wherever situated.

               (4) To enter into, make, perform and carry out contracts of every
               kind with any person, firm, association or corporation, and,
               without limit as to amount, to draw, make, accept, endorse,
               discount, execute and issue promissory notes, drafts, bills of
               exchange, warrants, bonds, debentures, and other negotiable or
               transferable instruments.

               (5) To have one or more offices, to carry on all or any of its
               operations and businesses, without restriction to the same extent
               as natural persons might or could do, to purchase or otherwise
               acquire, to hold, own, to mortgage, sell, convey or otherwise
               dispose of, real and personal property, of every class and
               description, in any State, District, Territory or Colony of the
               United States, and in any foreign country or place.

               (6) It is the intention that the objects, purposes and powers
               specified and clauses contained in this paragraph shall (except
               where otherwise expressed in said paragraph) be nowise limited or
               restricted by reference to or inference from the terms of any
               other clause of this or any other paragraph in this charter, but
               that the objects, purposes and powers specified in each of the
               clauses of this paragraph shall be regarded as independent
               objects, purposes and powers.

          FOURTH: - (a) The total number of shares of all classes of stock which
          the Corporation shall have authority to issue is forty-one million
          (41,000,000) shares, consisting of:

               (1) One million (1,000,000) shares of Preferred stock, par value
               $10.00 per share (hereinafter referred to as "Preferred Stock");
               and

               (2) Forty million (40,000,000) shares of Common Stock, par value
               $1.00 per share (hereinafter referred to as "Common Stock").

          (b) Shares of Preferred Stock may be issued from time to time in one
          or more series as may from time


                                        3



          to time be determined by the Board of Directors each of said series to
          be distinctly designated. All shares of any one series of Preferred
          Stock shall be alike in every particular, except that there may be
          different dates from which dividends, if any, thereon shall be
          cumulative, if made cumulative. The voting powers and the preferences
          and relative, participating, optional and other special rights of each
          such series, and the qualifications, limitations or restrictions
          thereof, if any, may differ from those of any and all other series at
          any time outstanding; and, subject to the provisions of subparagraph 1
          of Paragraph (c) of this Article FOURTH, the Board of Directors of the
          Corporation is hereby expressly granted authority to fix by resolution
          or resolutions adopted prior to the issuance of any shares of a
          particular series of Preferred Stock, the voting powers and the
          designations, preferences and relative, optional and other special
          rights, and the qualifications, limitations and restrictions of such
          series, including, but without limiting the generality of the
          foregoing, the following:

               (1) The distinctive designation of, and the number of shares of
               Preferred Stock which shall constitute such series, which number
               may be increased (except where otherwise provided by the Board of
               Directors) or decreased (but not below the number of shares
               thereof then outstanding) from time to time by like action of the
               Board of Directors;

               (2) The rate and times at which, and the terms and conditions on
               which, dividends, if any, on Preferred Stock of such series shall
               be paid, the extent of the preference or relation, if any, of
               such dividends to the dividends payable on any other class or
               classes, or series of the same or other class of stock and
               whether such dividends shall be cumulative or non-cumulative;

               (3) The right, if any, of the holders of Preferred Stock of such
               series to convert the same into or exchange the same for, shares
               of any other class or classes or of any series of the same or any
               other class or classes of stock of the Corporation and the terms
               and conditions of such conversion or exchange;

               (4) Whether or not Preferred Stock of such series shall be
               subject to redemption, and the redemption price or prices and the
               time or times at which, and the terms and conditions on which,
               Preferred Stock of such series may be redeemed.

               (5) The rights, if any, of the holders of Preferred Stock of such
               series upon the voluntary or involuntary liquidation, merger,
               consolidation, distribution or sale of assets, dissolution or
               winding-up, of the Corporation.

               (6) The terms of the sinking fund or redemption or purchase
               account, if any, to be provided for the Preferred Stock of such
               series; and

               (7) The voting powers, if any, of the holders of such series of
               Preferred Stock which may, without limiting the generality of the
               foregoing include the right, voting as a series or by itself or
               together with other series of Preferred Stock or all series of
               Preferred Stock as a class, to elect one or more directors of the
               Corporation if there shall have been a default in the payment of
               dividends on any one or more series of Preferred Stock or under
               such circumstances and on such conditions as the Board of
               Directors may determine.

          (c) (1) After the requirements with respect to preferential dividends
          on the Preferred Stock (fixed in accordance with the provisions of
          section (b) of this Article FOURTH), if any, shall have been met and
          after the Corporation shall have complied with all the requirements,
          if any, with respect to the setting aside of sums as sinking funds or
          redemption or purchase accounts (fixed in accordance with the
          provisions of section (b) of this Article FOURTH), and subject further
          to any conditions which may be fixed in accordance with the provisions
          of section (b) of this Article FOURTH, then and not otherwise the
          holders of Common Stock shall be entitled to receive such dividends as
          may be declared from time to time by the Board of Directors.


                                        4



               (2) After distribution in full of the preferential amount, if
               any, (fixed in accordance with the provisions of section (b) of
               this Article FOURTH), to be distributed to the holders of
               Preferred Stock in the event of voluntary or involuntary
               liquidation, distribution or sale of assets, dissolution or
               winding-up, of the Corporation, the holders of the Common Stock
               shall be entitled to receive all of the remaining assets of the
               Corporation, tangible and intangible, of whatever kind available
               for distribution to stockholders ratably in proportion to the
               number of shares of Common Stock held by them respectively.

               (3) Except as may otherwise be required by law or by the
               provisions of such resolution or resolutions as may be adopted by
               the Board of Directors pursuant to section (b) of this Article
               Fourth, each holder of Common Stock shall have one vote in
               respect of each share of Common Stock held on all matters voted
               upon by the stockholders.

          (d) No holder of any of the shares of any class or series of stock or
          of options, warrants or other rights to purchase shares of any class
          or series of stock or of other securities of the Corporation shall
          have any preemptive right to purchase or subscribe for any unissued
          stock of any class or series or any additional shares of any class or
          series to be issued by reason of any increase of the authorized
          capital stock of the Corporation of any class or series, or bonds,
          certificates of indebtedness, debentures or other securities
          convertible into or exchangeable for stock of the Corporation of any
          class or series, or carrying any right to purchase stock of any class
          or series, but any such unissued stock, additional authorized issue of
          shares of any class or series of stock or securities convertible into
          or exchangeable for stock, or carrying any right to purchase stock,
          may be issued and disposed of pursuant to resolution of the Board of
          Directors to such persons, firms, corporations or associations,
          whether such holders or others, and upon such terms as may be deemed
          advisable by the Board of Directors in the exercise of its sole
          discretion.

          (e) The relative powers, preferences and rights of each series of
          Preferred Stock in relation to the relative powers, preferences and
          rights of each other series of Preferred Stock shall, in each case, be
          as fixed from time to time by the Board of Directors in the resolution
          or resolutions adopted pursuant to authority granted in section (b) of
          this Article FOURTH and the consent, by class or series vote or
          otherwise, of the holders of such of the series of Preferred Stock as
          are from time to time outstanding shall not be required for the
          issuance by the Board of Directors of any other series of Preferred
          Stock whether or not the powers, preferences and rights of such other
          series shall be fixed by the Board of Directors as senior to, or on a
          parity with, the powers, preferences and rights of such outstanding
          series, or any of them; provided, however, that the Board of Directors
          may provide in the resolution or resolutions as to any series of
          Preferred Stock adopted pursuant to section (b) of this Article FOURTH
          that the consent of the holders of a majority (or such greater
          proportion as shall be therein fixed) of the outstanding shares of
          such series voting thereon shall be required for the issuance of any
          or all other series of Preferred Stock.

          (f) Subject to the provisions of section (e), shares of any series of
          Preferred Stock may be issued from time to time as the Board of
          Directors of the Corporation shall determine and on such terms and for
          such consideration as shall be fixed by the Board of Directors.

          (g) Shares of Common Stock may be issued from time to time as the
          Board of Directors of the Corporation shall determine and on such
          terms and for such consideration as shall be fixed by the Board of
          Directors.

          (h) The authorized amount of shares of Common Stock and of Preferred
          Stock may, without a class or series vote, be increased or decreased
          from time to time by the affirmative vote of the holders of a majority
          of the stock of the Corporation entitled to vote thereon.

          FIFTH: - (a) The business and affairs of the Corporation shall be
          conducted and managed by a Board of


                                        5



          Directors. The number of directors constituting the entire Board shall
          be not less than five nor more than twenty-five as fixed from time to
          time by vote of a majority of the whole Board, provided, however, that
          the number of directors shall not be reduced so as to shorten the term
          of any director at the time in office, and provided further, that the
          number of directors constituting the whole Board shall be twenty-four
          until otherwise fixed by a majority of the whole Board.

          (b) The Board of Directors shall be divided into three classes, as
          nearly equal in number as the then total number of directors
          constituting the whole Board permits, with the term of office of one
          class expiring each year. At the annual meeting of stockholders in
          1982, directors of the first class shall be elected to hold office for
          a term expiring at the next succeeding annual meeting, directors of
          the second class shall be elected to hold office for a term expiring
          at the second succeeding annual meeting and directors of the third
          class shall be elected to hold office for a term expiring at the third
          succeeding annual meeting. Any vacancies in the Board of Directors for
          any reason, and any newly created directorships resulting from any
          increase in the directors, may be filled by the Board of Directors,
          acting by a majority of the directors then in office, although less
          than a quorum, and any directors so chosen shall hold office until the
          next annual election of directors. At such election, the stockholders
          shall elect a successor to such director to hold office until the next
          election of the class for which such director shall have been chosen
          and until his successor shall be elected and qualified. No decrease in
          the number of directors shall shorten the term of any incumbent
          director.

          (c) Notwithstanding any other provisions of this Charter or Act of
          Incorporation or the By-Laws of the Corporation (and notwithstanding
          the fact that some lesser percentage may be specified by law, this
          Charter or Act of Incorporation or the By-Laws of the Corporation),
          any director or the entire Board of Directors of the Corporation may
          be removed at any time without cause, but only by the affirmative vote
          of the holders of two-thirds or more of the outstanding shares of
          capital stock of the Corporation entitled to vote generally in the
          election of directors (considered for this purpose as one class) cast
          at a meeting of the stockholders called for that purpose.

          (d) Nominations for the election of directors may be made by the Board
          of Directors or by any stockholder entitled to vote for the election
          of directors. Such nominations shall be made by notice in writing,
          delivered or mailed by first class United States mail, postage
          prepaid, to the Secretary of the Corporation not less than 14 days nor
          more than 50 days prior to any meeting of the stockholders called for
          the election of directors; provided, however, that if less than 21
          days' notice of the meeting is given to stockholders, such written
          notice shall be delivered or mailed, as prescribed, to the Secretary
          of the Corporation not later than the close of the seventh day
          following the day on which notice of the meeting was mailed to
          stockholders. Notice of nominations which are proposed by the Board of
          Directors shall be given by the Chairman on behalf of the Board.

          (e) Each notice under subsection (d) shall set forth (i) the name,
          age, business address and, if known, residence address of each nominee
          proposed in such notice, (ii) the principal occupation or employment
          of such nominee and (iii) the number of shares of stock of the
          Corporation which are beneficially owned by each such nominee.

          (f) The Chairman of the meeting may, if the facts warrant, determine
          and declare to the meeting that a nomination was not made in
          accordance with the foregoing procedure, and if he should so
          determine, he shall so declare to the meeting and the defective
          nomination shall be disregarded.

          (g) No action required to be taken or which may be taken at any annual
          or special meeting of stockholders of the Corporation may be taken
          without a meeting, and the power of stockholders to consent in
          writing, without a meeting, to the taking of any action is
          specifically denied.

          SIXTH: - The Directors shall choose such officers, agents and servants
          as may be provided in the By-Laws as they may from time to time find
          necessary or proper.


                                        6



          SEVENTH: - The Corporation hereby created is hereby given the same
          powers, rights and privileges as may be conferred upon corporations
          organized under the Act entitled "An Act Providing a General
          Corporation Law", approved March 10, 1899, as from time to time
          amended.

          EIGHTH: - This Act shall be deemed and taken to be a private Act.

          NINTH: - This Corporation is to have perpetual existence.

          TENTH: - The Board of Directors, by resolution passed by a majority of
          the whole Board, may designate any of their number to constitute an
          Executive Committee, which Committee, to the extent provided in said
          resolution, or in the By-Laws of the Company, shall have and may
          exercise all of the powers of the Board of Directors in the management
          of the business and affairs of the Corporation, and shall have power
          to authorize the seal of the Corporation to be affixed to all papers
          which may require it.

          ELEVENTH: - The private property of the stockholders shall not be
          liable for the payment of corporate debts to any extent whatever.

          TWELFTH: - The Corporation may transact business in any part of the
          world.

          THIRTEENTH: - The Board of Directors of the Corporation is expressly
          authorized to make, alter or repeal the By-Laws of the Corporation by
          a vote of the majority of the entire Board. The stockholders may make,
          alter or repeal any By-Law whether or not adopted by them, provided
          however, that any such additional By-Laws, alterations or repeal may
          be adopted only by the affirmative vote of the holders of two-thirds
          or more of the outstanding shares of capital stock of the Corporation
          entitled to vote generally in the election of directors (considered
          for this purpose as one class).

          FOURTEENTH: - Meetings of the Directors may be held outside of the
          State of Delaware at such places as may be from time to time
          designated by the Board, and the Directors may keep the books of the
          Company outside of the State of Delaware at such places as may be from
          time to time designated by them.

          FIFTEENTH: - (a) (1) In addition to any affirmative vote required by
          law, and except as otherwise expressly provided in sections (b) and
          (c) of this Article FIFTEENTH:

               (A) any merger or consolidation of the Corporation or any
               Subsidiary (as hereinafter defined) with or into (i) any
               Interested Stockholder (as hereinafter defined) or (ii) any other
               corporation (whether or not itself an Interested Stockholder),
               which, after such merger or consolidation, would be an Affiliate
               (as hereinafter defined) of an Interested Stockholder, or

               (B) any sale, lease, exchange, mortgage, pledge, transfer or
               other disposition (in one transaction or a series of related
               transactions) to or with any Interested Stockholder or any
               Affiliate of any Interested Stockholder of any assets of the
               Corporation or any Subsidiary having an aggregate fair market
               value of $1,000,000 or more, or

               (C) the issuance or transfer by the Corporation or any Subsidiary
               (in one transaction or a series of related transactions) of any
               securities of the Corporation or any Subsidiary to any Interested
               Stockholder or any Affiliate of any Interested Stockholder in
               exchange for cash, securities or other property (or a combination
               thereof) having an aggregate fair market value of $1,000,000 or
               more, or

               (D) the adoption of any plan or proposal for the liquidation or
               dissolution of the Corporation, or


                                        7



               (E) any reclassification of securities (including any reverse
               stock split), or recapitalization of the Corporation, or any
               merger or consolidation of the Corporation with any of its
               Subsidiaries or any similar transaction (whether or not with or
               into or otherwise involving an Interested Stockholder) which has
               the effect, directly or indirectly, of increasing the
               proportionate share of the outstanding shares of any class of
               equity or convertible securities of the Corporation or any
               Subsidiary which is directly or indirectly owned by any
               Interested Stockholder, or any Affiliate of any Interested
               Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

                    (2) The term "business combination" as used in this Article
                    FIFTEENTH shall mean any transaction which is referred to in
                    any one or more of clauses (A) through (E) of paragraph 1 of
                    the section (a).

                    (b) The provisions of section (a) of this Article FIFTEENTH
                    shall not be applicable to any particular business
                    combination and such business combination shall require only
                    such affirmative vote as is required by law and any other
                    provisions of the Charter or Act of Incorporation or By-Laws
                    if such business combination has been approved by a majority
                    of the whole Board.

                    (c) For the purposes of this Article FIFTEENTH:

               (1) A "person" shall mean any individual, firm, corporation or
               other entity.

               (2) "Interested Stockholder" shall mean, in respect of any
               business combination, any person (other than the Corporation or
               any Subsidiary) who or which as of the record date for the
               determination of stockholders entitled to notice of and to vote
               on such business combination, or immediately prior to the
               consummation of any such transaction:

                    (A) is the beneficial owner, directly or indirectly, of more
                    than 10% of the Voting Shares, or

                    (B) is an Affiliate of the Corporation and at any time
                    within two years prior thereto was the beneficial owner,
                    directly or indirectly, of not less than 10% of the then
                    outstanding voting Shares, or

                    (C) is an assignee of or has otherwise succeeded in any
                    share of capital stock of the Corporation which were at any
                    time within two years prior thereto beneficially owned by
                    any Interested Stockholder, and such assignment or
                    succession shall have occurred in the course of a
                    transaction or series of transactions not involving a public
                    offering within the meaning of the Securities Act of 1933.

               (3) A person shall be the "beneficial owner" of any Voting
               Shares:

                    (A) which such person or any of its Affiliates and
                    Associates (as hereafter defined) beneficially own, directly
                    or indirectly, or

                    (B) which such person or any of its Affiliates or Associates
                    has (i) the right to acquire (whether such right is
                    exercisable immediately or only after the passage of time),
                    pursuant to any agreement, arrangement or understanding or
                    upon the exercise of conversion rights, exchange


                                        8



                    rights, warrants or options, or otherwise, or (ii) the right
                    to vote pursuant to any agreement, arrangement or
                    understanding, or

                    (C) which are beneficially owned, directly or indirectly, by
                    any other person with which such first mentioned person or
                    any of its Affiliates or Associates has any agreement,
                    arrangement or understanding for the purpose of acquiring,
                    holding, voting or disposing of any shares of capital stock
                    of the Corporation.

               (4) The outstanding Voting Shares shall include shares deemed
               owned through application of paragraph (3) above but shall not
               include any other Voting Shares which may be issuable pursuant to
               any agreement, or upon exercise of conversion rights, warrants or
               options or otherwise.

               (5) "Affiliate" and "Associate" shall have the respective
               meanings given those terms in Rule 12b-2 of the General Rules and
               Regulations under the Securities Exchange Act of 1934, as in
               effect on December 31, 1981.

               (6) "Subsidiary" shall mean any corporation of which a majority
               of any class of equity security (as defined in Rule 3a11-1 of the
               General Rules and Regulations under the Securities Exchange Act
               of 1934, as in effect on December 31, 1981) is owned, directly or
               indirectly, by the Corporation; provided, however, that for the
               purposes of the definition of Investment Stockholder set forth in
               paragraph (2) of this section (c), the term "Subsidiary" shall
               mean only a corporation of which a majority of each class of
               equity security is owned, directly or indirectly, by the
               Corporation.

                    (d) majority of the directors shall have the power and duty
                    to determine for the purposes of this Article FIFTEENTH on
                    the basis of information known to them, (1) the number of
                    Voting Shares beneficially owned by any person (2) whether a
                    person is an Affiliate or Associate of another, (3) whether
                    a person has an agreement, arrangement or understanding with
                    another as to the matters referred to in paragraph (3) of
                    section (c), or (4) whether the assets subject to any
                    business combination or the consideration received for the
                    issuance or transfer of securities by the Corporation, or
                    any Subsidiary has an aggregate fair market value of
                    $1,000,000 or more.

                    (e) Nothing contained in this Article FIFTEENTH shall be
                    construed to relieve any Interested Stockholder from any
                    fiduciary obligation imposed by law.

          SIXTEENTH: Notwithstanding any other provision of this Charter or Act
          of Incorporation or the By-Laws of the Corporation (and in addition to
          any other vote that may be required by law, this Charter or Act of
          Incorporation by the By-Laws), the affirmative vote of the holders of
          at least two-thirds of the outstanding shares of the capital stock of
          the Corporation entitled to vote generally in the election of
          directors (considered for this purpose as one class) shall be required
          to amend, alter or repeal any provision of Articles FIFTH, THIRTEENTH,
          FIFTEENTH or SIXTEENTH of this Charter or Act of Incorporation.

          SEVENTEENTH: (a) a Director of this Corporation shall not be liable to
          the Corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a Director, except to the extent such exemption from
          liability or limitation thereof is not permitted under the Delaware
          General Corporation Laws as the same exists or may hereafter be
          amended.

               (b) Any repeal or modification of the foregoing paragraph shall
               not adversely affect any right or protection of a Director of the
               Corporation existing hereunder with respect to any act or
               omission occurring prior to the time of such repeal or
               modification."


                                        9



                                    EXHIBIT 4

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON DECEMBER 16, 2004



                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE 1
                             STOCKHOLDERS' MEETINGS

     Section 1. Annual Meeting. The annual meeting of stockholders shall be held
on the third Thursday in April each year at the principal office at the Company
or at such other date, time or place as may be designated by resolution by the
Board of Directors.

     Section 2. Special Meetings. Special meetings of stockholders may be called
at any time by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President.

     Section 3. Notice. Notice of all meetings of the stockholders shall be
given by mailing to each stockholder at least ten (10) days before said meeting,
at his last known address, a written or printed notice fixing the time and place
of such meeting.

     Section 4. Quorum. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a smaller number of shares may adjourn from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                    ARTICLE 2
                                    DIRECTORS

     Section 1. Management. The affairs and business of the Company shall be
managed by or under the direction of the Board of Directors.

     Section 2. Number. The authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board of Directors within the parameters
set by the Charter of the Company. No more than two directors may also be
employees of the Company or any affiliate thereof.

     Section 3. Qualification. In addition to any other provisions of these
Bylaws, to be qualified for nomination for election or appointment to the Board
of Directors, a person must have not attained the age of sixty-nine years at the
time of such election or appointment, provided however, the Nominating and
Corporate Governance Committee may waive such qualification as to a particular
candidate otherwise qualified to serve as a director upon a good faith
determination by such committee that such a waiver is in the best interests of
the Company and its stockholders. The Chairman of the Board and the Chief
Executive Officer shall not be qualified to continue to serve as directors upon
the termination of their service in those offices for any reason.



     Section 4. Meetings. The Board of Directors shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Board of Directors, the Chief Executive Officer or the President.

     Section 5. Special Meetings. Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board, the Chief Executive Officer
or the President, and shall be called upon the written request of a majority of
the directors.

     Section 6. Quorum. A majority of the directors elected and qualified shall
be necessary to constitute a quorum for the transaction of business at any
meeting of the Board of Directors.

     Section 7. Notice. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

     Section 8. Vacancies. In the event of the death, resignation, removal,
inability to act or disqualification of any director, the Board of Directors,
although less than a quorum, shall have the right to elect the successor who
shall hold office for the remainder of the full term of the class of directors
in which the vacancy occurred, and until such director's successor shall have
been duly elected and qualified.

     Section 9. Organization Meeting. The Board of Directors at its first
meeting after its election by the stockholders shall appoint an Audit Committee,
a Compensation Committee and a Nominating and Corporate Governance Committee,
and shall elect from its own members a Chairman of the Board, a Chief Executive
Officer and a President, who may be the same person. The Board of Directors
shall also elect at such meeting a Secretary and a Chief Financial Officer, who
may be the same person, and may appoint at any time such committees as it may
deem advisable. The Board of Directors may also elect at such meeting one or
more Associate Directors. The Board of Directors, or a committee designated by
the Board of Directors may elect or appoint such other officers as they may deem
advisable.

     Section 10. Removal. The Board of Directors may at any time remove, with or
without cause, any member of any committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

     Section 11. Responsibility of Officers. The Board of Directors may
designate an officer to be in charge of such departments or divisions of the
Company as it may deem advisable.

     Section 12. Participation in Meetings. The Board of Directors or any
committee of the Board of Directors may participate in a meeting of the Board of
Directors or such committee, as the case may be, by conference telephone, video
facilities or other communications equipment. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if all of the members of the Board of Directors
or the committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the Board of Directors or such
committee.



                                    ARTICLE 3
                      COMMITTEES OF THE BOARD OF DIRECTORS

     Section 1. Audit Committee.

          (A) The Audit Committee shall be composed of not more than five (5)
members, who shall be selected by the Board of Directors from its own members,
none of whom shall be an officer or employee of the Company, and shall hold
office at the pleasure of the Board.

          (B) The Audit Committee shall have general supervision over the Audit
Services Division in all matters however subject to the approval of the Board of
Directors; it shall consider all matters brought to its attention by the officer
in charge of the Audit Services Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor employed
for that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

          (C) The Audit Committee shall meet whenever and wherever its
Chairperson, the Chairman of the Board, the Chief Executive Officer, the
President or a majority of the Committee's members shall deem it to be proper
for the transaction of its business. A majority of the Committee's members shall
constitute a quorum for the transaction of business. The acts of the majority at
a meeting at which a quorum is present shall constitute action by the Committee.

     Section 2. Compensation Committee.

          (A) The Compensation Committee shall be composed of not more than five
(5) members, who shall be selected by the Board of Directors from its own
members, none of whom shall be an officer or employee of the Company, and shall
hold office at the pleasure of the Board of Directors.

          (B) The Compensation Committee shall in general advise upon all
matters of policy concerning compensation, including salaries and employee
benefits.

          (C) The Compensation Committee shall meet whenever and wherever its
Chairperson, the Chairman of the Board, the Chief Executive Officer, the
President or a majority of the Committee's members shall deem it to be proper
for the transaction of its business. A majority of the Committee's members shall
constitute a quorum for the transaction of business. The acts of the majority at
a meeting at which a quorum is present shall constitute action by the Committee.

     SECTION 3. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE.

          (A) The Nominating and Corporate Governance Committee shall be
composed of not more than five members, who shall be selected by the Board of
Directors from its own members, none of whom shall be an officer or employee of
the Company, and shall hold office at the pleasure of the Board of Directors.

          (B) The Nominating and Corporate Governance Committee shall provide
counsel and make recommendations to the Chairman of the Board and the full Board
with respect to the performance of the Chairman



of the Board and the Chief Executive Officer, candidates for membership on the
Board of Directors and its committees, matters of corporate governance,
succession planning for the Company's executive management and significant
shareholder relations issues.

          (C) The Nominating and Corporate Governance Committee shall meet
whenever and wherever its Chairperson, the Chairman of the Board, the Chief
Executive Officer, the President, or a majority of the Committee's members shall
deem it to be proper for the transaction of its business. A majority of the
Committee's members shall constitute a quorum for the transaction of business.
The acts of the majority at a meeting at which a quorum is present shall
constitute action by the Committee.

     Section 4. Other Committees. The Company may have such other committees
with such powers as the Board may designate from time to time by resolution or
by an amendment to these Bylaws.

     Section 5. Associate Directors.

          (A) Any person who has served as a director may be elected by the
Board of Directors as an associate director, to serve at the pleasure of the
Board of Directors.

          (B) Associate directors shall be entitled to attend all meetings of
directors and participate in the discussion of all matters brought to the Board
of Directors, but will not have a right to vote.

     Section 6. Absence or Disqualification of Any Member of a Committee. In the
absence or disqualification of any member of any committee created under Article
III of these Bylaws, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

                                    ARTICLE 4
                                    OFFICERS

     Section 1. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board of Directors and shall have such further authority
and powers and shall perform such duties the Board of Directors may assign to
him from time to time.

     Section 2. Chief Executive Officer. The Chief Executive Officer shall have
the powers and duties pertaining to the office of Chief Executive Officer
conferred or imposed upon him by statute, incident to his office or as the Board
of Directors may assign to him from time to time. In the absence of the Chairman
of the Board, the Chief Executive Officer shall have the powers and duties of
the Chairman of the Board.

     Section 3. President. The President shall have the powers and duties
pertaining to the office of the President conferred or imposed upon him by
statute, incident to his office or as the Board of Directors may assign to him
from time to time. In the absence of the Chairman of the Board and the Chief
Executive Officer, the President shall have the powers and duties of the
Chairman of the Board.

     Section 4. Duties. The Chairman of the Board, the Chief Executive Officer
or the President, as designated by the Board of Directors, shall carry into
effect all legal directions of



the Board of Directors and shall at all times exercise general supervision over
the interest, affairs and operations of the Company and perform all duties
incident to his office.

     Section 5. Vice Presidents. There may be one or more Vice Presidents,
however denominated by the Board of Directors, who may at any time perform all
of the duties of the Chairman of the Board, the Chief Executive Officer and/or
the President and such other powers and duties incident to their respective
offices or as the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President or the officer in charge of the department or
division to which they are assigned may assign to them from time to time.

     Section 6. Secretary. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
committees thereof, to the keeping of accurate minutes of all such meetings,
recording the same in the minute books of the Company and in general notifying
the Board of Directors of material matters affecting the Company on a timely
basis. In addition to the other notice requirements of these Bylaws and as may
be practicable under the circumstances, all such notices shall be in writing and
mailed well in advance of the scheduled date of any such meeting. He shall have
custody of the corporate seal, affix the same to any documents requiring such
corporate seal, attest the same and perform other duties incident to his office.

     Section 7. Chief Financial Officer. The Chief Financial Officer shall have
general supervision over all assets and liabilities of the Company. He shall be
custodian of and responsible for all monies, funds and valuables of the Company
and for the keeping of proper records of the evidence of property or
indebtedness and of all transactions of the Company. He shall have general
supervision of the expenditures of the Company and periodically shall report to
the Board of Directors the condition of the Company, and perform such other
duties incident to his office or as the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President may assign to him from time
to time.

     Section 8. Controller. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors or the Audit Committee at appropriate
times a report relating to the general condition and internal operations of the
Company and perform other duties incident to his office.

     There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

     Section 9. Audit Officers. The officer designated by the Board of Directors
to be in charge of the Audit Services Division of the Company, with such title
as the Board of Directors shall prescribe, shall report to and be directly
responsible to the Audit Committee and the Board of Directors.

     There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Services
Division.



     Section 10. Other Officers. There may be one or more officers, subordinate
in rank to all Vice Presidents with such functional titles as shall be
determined from time to time by the Board of Directors, who shall ex officio
hold the office of Assistant Secretary of the Company and who may perform such
duties as may be prescribed by the officer in charge of the department or
division to which they are assigned.

     Section 11. Powers and Duties of Other Officers. The powers and duties of
all other officers of the Company shall be those usually pertaining to their
respective offices, subject to the direction of the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President and the
officer in charge of the department or division to which they are assigned.

     Section 12. Number of Offices. Any one or more offices of the Company may
be held by the same person, except that (A) no individual may hold more than one
of the offices of Chief Financial Officer, Controller or Audit Officer and (B)
none of the Chairman of the Board, the Chief Executive Officer or the President
may hold any office mentioned in Section 12(A).

                                    ARTICLE 5
                          STOCK AND STOCK CERTIFICATES

     Section 1. Transfer. Shares of stock shall be transferable on the books of
the Company and a transfer book shall be kept in which all transfers of stock
shall be recorded.

     Section 2. Certificates. Every holder of stock shall be entitled to have a
certificate signed by or in the name of the Company by the Chairman of the
Board, the Chief Executive Officer or the President or a Vice President, and by
the Secretary or an Assistant Secretary, of the Company, certifying the number
of shares owned by him in the Company. The corporate seal affixed thereto, and
any of or all the signatures on the certificate, may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Company with the same effect as if he were such officer, transfer agent
or registrar at the date of issue. Duplicate certificates of stock shall be
issued only upon giving such security as may be satisfactory to the Board of
Directors.

     Section 3. Record Date. The Board of Directors is authorized to fix in
advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment of
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days preceding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.



                                    ARTICLE 6
                                      SEAL

     The corporate seal of the Company shall be in the following form:

          Between two concentric circles the words "Wilmington Trust Company"
          within the inner circle the words "Wilmington, Delaware."

                                    ARTICLE 7
                                   FISCAL YEAR

     The fiscal year of the Company shall be the calendar year.

                                    ARTICLE 8
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

     The Chairman of the Board, the Chief Executive Officer, the President or
any Vice President, however denominated by the Board of Directors, shall have
full power and authority to enter into, make, sign, execute, acknowledge and/or
deliver and the Secretary or any Assistant Secretary shall have full power and
authority to attest and affix the corporate seal of the Company to any and all
deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors, and any and all such instruments
shall have the same force and validity as though expressly authorized by the
Board of Directors.

                                    ARTICLE 9
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

     Directors and associate directors of the Company, other than salaried
officers of the Company, shall be paid such reasonable honoraria or fees for
attending meetings of the Board of Directors as the Board of Directors may from
time to time determine. Directors and associate directors who serve as members
of committees, other than salaried employees of the Company, shall be paid such
reasonable honoraria or fees for services as members of committees as the Board
of Directors shall from time to time determine and directors and associate
directors may be authorized by the Company to perform such special services as
the Board of Directors may from time to time determine in accordance with any
guidelines the Board of Directors may adopt for such services, and shall be paid
for such special services so performed reasonable compensation as may be
determined by the Board of Directors.

                                   ARTICLE 10



                                 INDEMNIFICATION

     Section 1. Persons Covered. The Company shall indemnify and hold harmless,
to the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director or associate director of the Company, a member of an advisory board
the Board of Directors of the Company or any of its subsidiaries may appoint
from time to time or is or was serving at the request of the Company as a
director, officer, employee, fiduciary or agent of another corporation,
partnership, limited liability company, joint venture, trust, enterprise or
non-profit entity that is not a subsidiary or affiliate of the Company,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses reasonably incurred by such person. The Company
shall be required to indemnify such a person in connection with a proceeding
initiated by such person only if the proceeding was authorized by the Board of
Directors.

     The Company may indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
any person who was or is made or threatened to be made a party or is otherwise
involved in any proceeding by reason of the fact that he, or a person for whom
he is the legal representative, is or was an officer, employee or agent of the
Company or a director, officer, employee or agent of a subsidiary or affiliate
of the Company, against all liability and loss suffered and expenses reasonably
incurred by such person. The Company may indemnify any such person in connection
with a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors.

     Section 2. Advance of Expenses. The Company shall pay the expenses incurred
in defending any proceeding involving a person who is or may be indemnified
pursuant to Section 1 in advance of its final disposition, provided, however,
that the payment of expenses incurred by such a person in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by that person to repay all amounts advanced if it should be ultimately
determined that the person is not entitled to be indemnified under this Article
10 or otherwise.

     Section 3. Certain Rights. If a claim under this Article 10 for (A) payment
of expenses or (B) indemnification by a director, associate director, member of
an advisory board the Board of Directors of the Company or any of its
subsidiaries may appoint from time to time or a person who is or was serving at
the request of the Company as a director, officer, employee, fiduciary or agent
of another corporation, partnership, limited liability company, joint venture,
trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of
the Company, including service with respect to employee benefit plans, is not
paid in full within sixty days after a written claim therefor has been received
by the Company, the claimant may file suit to recover the unpaid amount of such
claim and, if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action, the Company shall have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.



     Section 4. Non-Exclusive. The rights conferred on any person by this
Article 10 shall not be exclusive of any other rights which such person may have
or hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.

     Section 5. Reduction of Amount. The Company's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.

     Section 6. Effect of Modification. Any amendment, repeal or modification of
the foregoing provisions of this Article 10 shall not adversely affect any right
or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such amendment, repeal or modification.

                                   ARTICLE 11
                            AMENDMENTS TO THE BYLAWS

     These Bylaws may be altered, amended or repealed, in whole or in part, and
any new Bylaw or Bylaws adopted at any regular or special meeting of the Board
of Directors by a vote of a majority of all the members of the Board of
Directors then in office.

                                   ARTICLE 12
                                  MISCELLANEOUS

     Whenever used in these Bylaws, the singular shall include the plural, the
plural shall include the singular unless the context requires otherwise and the
use of either gender shall include both genders.



                                    EXHIBIT 6

                             SECTION 321(B) CONSENT

     Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.

                                        WILMINGTON TRUST COMPANY


Dated: June __, 2006                    By: /s/
                                            ------------------------------------
                                        Name: Patricia A. Evans
                                        Title: Vice President



                                    EXHIBIT 7

                                     NOTICE

          This form is intended to assist state nonmember banks and savings
          banks with state publication requirements. It has not been approved by
          any state banking authorities. Refer to your appropriate state banking
          authorities for your state publication requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY of WILMINGTON
      Name of Bank             City

in the State of DELAWARE, at the close of business on December 31, 2005.



                                                                          Thousands
                                                                         of dollars
                                                                         ----------
                                                                      
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coins................     242,974
   Interest-bearing balances..........................................           0
Held-to-maturity securities...........................................       2,263
Available-for-sale securities.........................................   1,544,051
Federal funds sold in domestic offices................................     310,739
Securities purchased under agreements to resell.......................      14,128
Loans and lease financing receivables:
   Loans and leases held for sale.....................................           0
   Loans and leases, net of unearned income...........................   6,799,976
   LESS:  Allowance for loan and lease losses.........................      82,655
   Loans and leases, net of unearned income, allowance, and reserve...   6,717,321
Assets held in trading accounts.......................................           0
Premises and fixed assets (including capitalized leases)..............     135,853
Other real estate owned...............................................         199
Investments in unconsolidated subsidiaries and associated companies...       2,545
Customers' liability to this bank on acceptances outstanding..........           0
Intangible assets:
   a. Goodwill........................................................       1,923
   b. Other intangible assets.........................................       6,600
Other assets..........................................................     207,442
Total assets..........................................................   9,186,038


                                                          CONTINUED ON NEXT PAGE



                                                                      
LIABILITIES
Deposits:
In domestic offices...................................................    7,081,644
   Noninterest-bearing................................................      988,301
   Interest-bearing...................................................    6,093,343
Federal funds purchased in domestic offices...........................      454,938
Securities sold under agreements to repurchase........................      364,013
Trading liabilities (from Schedule RC-D)..............................            0
Other borrowed money (includes mortgage indebtedness and obligations
   under capitalized leases:..........................................      396,467
Bank's liability on acceptances executed and outstanding..............            0
Subordinated notes and debentures.....................................            0
Other liabilities (from Schedule RC-G)................................      125,938
Total liabilities.....................................................    8,423,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus.........................            0
Common Stock..........................................................          500
Surplus (exclude all surplus related to preferred stock)..............      112,358
a. Retained earnings..................................................      668,545
b. Accumulated other comprehensive income.............................      (18,365)
Total equity capital..................................................      763,038
Total liabilities, limited-life preferred stock, and equity capital...    9,186,038




                                       22

EX-25.2

                                                                    EXHIBIT 25.2

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) __

                            WILMINGTON TRUST COMPANY
               (Exact name of Trustee as specified in its charter)

                                         
                 DELAWARE                                51-0055023
    (Jurisdiction of incorporation of       (I.R.S. Employer Identification No.)
organization if not a U.S. national bank)



                            1100 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19890-0001
                                 (302) 651-1000
          (Address of principal executive offices, including zip code)

                             CAROLYN MCKINNEY AFSHAR
                           VICE PRESIDENT AND COUNSEL
                            WILMINGTON TRUST COMPANY
                            1100 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19890-0001
                                 (302) 651-1360
 (Name, address, including zip code, and telephone number, including area code,
                              of agent of service)

                               GW CAPITAL TRUST II
               (Exact name of obligor as specified in its charter)

                                         
            DELAWARE                                    [APPLIED FOR]
(State or other jurisdiction or             (I.R.S. Employer Identification No.)
 incorporation or organization)



                           122 WEST WASHINGTON AVENUE
                            MADISON, WISCONSIN 53703
          (Address of principal executive offices, including zip code)

                                   ----------

                           TRUST PREFERRED SECURITIES
                       (Title of the indenture securities)

================================================================================



ITEM 1. GENERAL INFORMATION.

     Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it
     is subject.

     Federal Deposit Insurance Corp.   State Bank Commissioner
     20 Exchange Place, Room 6014      555 East Loockerman Street, Suite 210
     New York, New York 10005          Dover, Delaware 19901

     (b) Whether it is authorized to exercise corporate trust powers.

     The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

     If the obligor is an affiliate of the trustee, describe each affiliation:

     Based upon an examination of the books and records of the trustee and
     information available to the trustee, the obligor is not an affiliate of
     the trustee.

ITEM 16. LIST OF EXHIBITS.

     List below all exhibits filed as part of this Statement of Eligibility and
     Qualification.

     -    A copy of the Charter of Wilmington Trust Company (Exhibit 1), which
          includes the certificate of authority of Wilmington Trust Company to
          commence business (Exhibit 2) and the authorization of Wilmington
          Trust Company to exercise corporate trust powers (Exhibit 3).

     -    A copy of the existing By-Laws of Wilmington Trust Company (Exhibit
          4).

     -    Consent of Wilmington Trust Company required by Section 321(b) of the
          Trust Indenture Act (Exhibit 6).

     -    A copy of the latest Report of Condition of Wilmington Trust Company
          (Exhibit 7).

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wilmington Trust Company, a corporation organized and existing under
the laws of Delaware, has duly caused this Statement of Eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the City of
Wilmington and State of Delaware on the 20th day of June, 2006.

[SEAL]                                  WILMINGTON TRUST COMPANY


Attest: /s/ Christopher J. Monigle      By: /s/ Patricia A. Evans
        -----------------------------       ------------------------------------
        Assistant Secretary             Name: Patricia A. Evans
                                        Title: Vice President



                                    EXHIBIT 1

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987



                                 AMENDED CHARTER
                                       OR
                              ACT OF INCORPORATION
                                       OF
                            WILMINGTON TRUST COMPANY

     WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General
Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware
Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which
company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed in the
Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act
of Incorporation of which company has been from time to time amended and changed
by merger agreements pursuant to the corporation law for state banks and trust
companies of the State of Delaware, does hereby alter and amend its Charter or
Act of Incorporation so that the same as so altered and amended shall in its
entirety read as follows:

     FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

     SECOND: - The location of its principal office in the State of Delaware is
     at Rodney Square North, in the City of Wilmington, County of New Castle;
     the name of its resident agent is WILMINGTON TRUST COMPANY whose address is
     Rodney Square North, in said City. In addition to such principal office,
     the said corporation maintains and operates branch offices in the City of
     Newark, New Castle County, Delaware, the Town of Newport, New Castle
     County, Delaware, at Claymont, New Castle County, Delaware, at Greenville,
     New Castle County Delaware, and at Milford Cross Roads, New Castle County,
     Delaware, and shall be empowered to open, maintain and operate branch
     offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
     Street, and 3605 Market Street, all in the City of Wilmington, New Castle
     County, Delaware, and such other branch offices or places of business as
     may be authorized from time to time by the agency or agencies of the
     government of the State of Delaware empowered to confer such authority.

     THIRD: - (a) The nature of the business and the objects and purposes
     proposed to be transacted, promoted or carried on by this Corporation are
     to do any or all of the things herein mentioned as fully and to the same
     extent as natural persons might or could do and in any part of the world,
     viz.:

          (1) To sue and be sued, complain and defend in any Court of law or
          equity and to make and use a common seal, and alter the seal at
          pleasure, to hold, purchase, convey, mortgage or otherwise deal in
          real and personal estate and property, and to appoint such officers
          and agents as the business of the Corporation shall require, to make
          by-laws not inconsistent with the Constitution or laws of the United
          States or of this State, to discount bills, notes or other evidences
          of debt, to receive deposits of money, or securities for money, to buy
          gold and silver bullion and foreign coins, to buy and sell bills of
          exchange, and generally to use, exercise and enjoy all the powers,
          rights, privileges and franchises incident to a corporation which are
          proper or necessary for the transaction of the business of the
          Corporation hereby created.

          (2) To insure titles to real and personal property, or any estate or
          interests therein, and to guarantee the holder of such property, real
          or personal, against any claim or claims, adverse to his interest
          therein, and to prepare and give certificates of title for any lands
          or premises in the State of Delaware, or elsewhere.

          (3) To act as factor, agent, broker or attorney in the receipt,
          collection, custody, investment and management of funds, and the
          purchase, sale, management and disposal of property of all
          descriptions, and to prepare and execute all papers which may be
          necessary or proper in such business.

          (4) To prepare and draw agreements, contracts, deeds, leases,
          conveyances, mortgages, bonds and legal papers of every description,
          and to carry on the business of conveyancing in all its



          branches.

          (5) To receive upon deposit for safekeeping money, jewelry, plate,
          deeds, bonds and any and all other personal property of every sort and
          kind, from executors, administrators, guardians, public officers,
          courts, receivers, assignees, trustees, and from all fiduciaries, and
          from all other persons and individuals, and from all corporations
          whether state, municipal, corporate or private, and to rent boxes,
          safes, vaults and other receptacles for such property.

          (6) To act as agent or otherwise for the purpose of registering,
          issuing, certificating, countersigning, transferring or underwriting
          the stock, bonds or other obligations of any corporation, association,
          state or municipality, and may receive and manage any sinking fund
          therefor on such terms as may be agreed upon between the two parties,
          and in like manner may act as Treasurer of any corporation or
          municipality.

          (7) To act as Trustee under any deed of trust, mortgage, bond or other
          instrument issued by any state, municipality, body politic,
          corporation, association or person, either alone or in conjunction
          with any other person or persons, corporation or corporations.

          (8) To guarantee the validity, performance or effect of any contract
          or agreement, and the fidelity of persons holding places of
          responsibility or trust; to become surety for any person, or persons,
          for the faithful performance of any trust, office, duty, contract or
          agreement, either by itself or in conjunction with any other person,
          or persons, corporation, or corporations, or in like manner become
          surety upon any bond, recognizance, obligation, judgment, suit, order,
          or decree to be entered in any court of record within the State of
          Delaware or elsewhere, or which may now or hereafter be required by
          any law, judge, officer or court in the State of Delaware or
          elsewhere.

          (9) To act by any and every method of appointment as trustee, trustee
          in bankruptcy, receiver, assignee, assignee in bankruptcy, executor,
          administrator, guardian, bailee, or in any other trust capacity in the
          receiving, holding, managing, and disposing of any and all estates and
          property, real, personal or mixed, and to be appointed as such
          trustee, trustee in bankruptcy, receiver, assignee, assignee in
          bankruptcy, executor, administrator, guardian or bailee by any
          persons, corporations, court, officer, or authority, in the State of
          Delaware or elsewhere; and whenever this Corporation is so appointed
          by any person, corporation, court, officer or authority such trustee,
          trustee in bankruptcy, receiver, assignee, assignee in bankruptcy,
          executor, administrator, guardian, bailee, or in any other trust
          capacity, it shall not be required to give bond with surety, but its
          capital stock shall be taken and held as security for the performance
          of the duties devolving upon it by such appointment.

          (10) And for its care, management and trouble, and the exercise of any
          of its powers hereby given, or for the performance of any of the
          duties which it may undertake or be called upon to perform, or for the
          assumption of any responsibility the said Corporation may be entitled
          to receive a proper compensation.

          (11) To purchase, receive, hold and own bonds, mortgages, debentures,
          shares of capital stock, and other securities, obligations, contracts
          and evidences of indebtedness, of any private, public or municipal
          corporation within and without the State of Delaware, or of the
          Government of the United States, or of any state, territory, colony,
          or possession thereof, or of any foreign government or country; to
          receive, collect, receipt for, and dispose of interest, dividends and
          income upon and from any of the bonds, mortgages, debentures, notes,
          shares of capital stock, securities, obligations, contracts, evidences
          of indebtedness and other property held and owned by it, and to
          exercise in respect of all such bonds, mortgages, debentures, notes,
          shares of capital stock, securities, obligations, contracts, evidences
          of indebtedness and other property, any and all


                                       2



          the rights, powers and privileges of individual owners thereof,
          including the right to vote thereon; to invest and deal in and with
          any of the moneys of the Corporation upon such securities and in such
          manner as it may think fit and proper, and from time to time to vary
          or realize such investments; to issue bonds and secure the same by
          pledges or deeds of trust or mortgages of or upon the whole or any
          part of the property held or owned by the Corporation, and to sell and
          pledge such bonds, as and when the Board of Directors shall determine,
          and in the promotion of its said corporate business of investment and
          to the extent authorized by law, to lease, purchase, hold, sell,
          assign, transfer, pledge, mortgage and convey real and personal
          property of any name and nature and any estate or interest therein.

     (b) In furtherance of, and not in limitation, of the powers conferred by
     the laws of the State of Delaware, it is hereby expressly provided that the
     said Corporation shall also have the following powers:

          (1) To do any or all of the things herein set forth, to the same
          extent as natural persons might or could do, and in any part of the
          world.

          (2) To acquire the good will, rights, property and franchises and to
          undertake the whole or any part of the assets and liabilities of any
          person, firm, association or corporation, and to pay for the same in
          cash, stock of this Corporation, bonds or otherwise; to hold or in any
          manner to dispose of the whole or any part of the property so
          purchased; to conduct in any lawful manner the whole or any part of
          any business so acquired, and to exercise all the powers necessary or
          convenient in and about the conduct and management of such business.

          (3) To take, hold, own, deal in, mortgage or otherwise lien, and to
          lease, sell, exchange, transfer, or in any manner whatever dispose of
          property, real, personal or mixed, wherever situated.

          (4) To enter into, make, perform and carry out contracts of every kind
          with any person, firm, association or corporation, and, without limit
          as to amount, to draw, make, accept, endorse, discount, execute and
          issue promissory notes, drafts, bills of exchange, warrants, bonds,
          debentures, and other negotiable or transferable instruments.

          (5) To have one or more offices, to carry on all or any of its
          operations and businesses, without restriction to the same extent as
          natural persons might or could do, to purchase or otherwise acquire,
          to hold, own, to mortgage, sell, convey or otherwise dispose of, real
          and personal property, of every class and description, in any State,
          District, Territory or Colony of the United States, and in any foreign
          country or place.

          (6) It is the intention that the objects, purposes and powers
          specified and clauses contained in this paragraph shall (except where
          otherwise expressed in said paragraph) be nowise limited or restricted
          by reference to or inference from the terms of any other clause of
          this or any other paragraph in this charter, but that the objects,
          purposes and powers specified in each of the clauses of this paragraph
          shall be regarded as independent objects, purposes and powers.

     FOURTH: - (a) The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is forty-one million (41,000,000)
     shares, consisting of:

          (1) One million (1,000,000) shares of Preferred stock, par value
          $10.00 per share (hereinafter referred to as "Preferred Stock"); and

          (2) Forty million (40,000,000) shares of Common Stock, par value $1.00
          per share (hereinafter referred to as "Common Stock").

     (b) Shares of Preferred Stock may be issued from time to time in one or
     more series as may from time


                                       3



     to time be determined by the Board of Directors each of said series to be
     distinctly designated. All shares of any one series of Preferred Stock
     shall be alike in every particular, except that there may be different
     dates from which dividends, if any, thereon shall be cumulative, if made
     cumulative. The voting powers and the preferences and relative,
     participating, optional and other special rights of each such series, and
     the qualifications, limitations or restrictions thereof, if any, may differ
     from those of any and all other series at any time outstanding; and,
     subject to the provisions of subparagraph 1 of Paragraph (c) of this
     Article FOURTH, the Board of Directors of the Corporation is hereby
     expressly granted authority to fix by resolution or resolutions adopted
     prior to the issuance of any shares of a particular series of Preferred
     Stock, the voting powers and the designations, preferences and relative,
     optional and other special rights, and the qualifications, limitations and
     restrictions of such series, including, but without limiting the generality
     of the foregoing, the following:

          (1) The distinctive designation of, and the number of shares of
          Preferred Stock which shall constitute such series, which number may
          be increased (except where otherwise provided by the Board of
          Directors) or decreased (but not below the number of shares thereof
          then outstanding) from time to time by like action of the Board of
          Directors;

          (2) The rate and times at which, and the terms and conditions on
          which, dividends, if any, on Preferred Stock of such series shall be
          paid, the extent of the preference or relation, if any, of such
          dividends to the dividends payable on any other class or classes, or
          series of the same or other class of stock and whether such dividends
          shall be cumulative or non-cumulative;

          (3) The right, if any, of the holders of Preferred Stock of such
          series to convert the same into or exchange the same for, shares of
          any other class or classes or of any series of the same or any other
          class or classes of stock of the Corporation and the terms and
          conditions of such conversion or exchange;

          (4) Whether or not Preferred Stock of such series shall be subject to
          redemption, and the redemption price or prices and the time or times
          at which, and the terms and conditions on which, Preferred Stock of
          such series may be redeemed.

          (5) The rights, if any, of the holders of Preferred Stock of such
          series upon the voluntary or involuntary liquidation, merger,
          consolidation, distribution or sale of assets, dissolution or
          winding-up, of the Corporation.

          (6) The terms of the sinking fund or redemption or purchase account,
          if any, to be provided for the Preferred Stock of such series; and

          (7) The voting powers, if any, of the holders of such series of
          Preferred Stock which may, without limiting the generality of the
          foregoing include the right, voting as a series or by itself or
          together with other series of Preferred Stock or all series of
          Preferred Stock as a class, to elect one or more directors of the
          Corporation if there shall have been a default in the payment of
          dividends on any one or more series of Preferred Stock or under such
          circumstances and on such conditions as the Board of Directors may
          determine.

     (c) (1) After the requirements with respect to preferential dividends on
     the Preferred Stock (fixed in accordance with the provisions of section (b)
     of this Article FOURTH), if any, shall have been met and after the
     Corporation shall have complied with all the requirements, if any, with
     respect to the setting aside of sums as sinking funds or redemption or
     purchase accounts (fixed in accordance with the provisions of section (b)
     of this Article FOURTH), and subject further to any conditions which may be
     fixed in accordance with the provisions of section (b) of this Article
     FOURTH, then and not otherwise the holders of Common Stock shall be
     entitled to receive such dividends as may be declared from time to time by
     the Board of Directors.


                                       4



          (2) After distribution in full of the preferential amount, if any,
          (fixed in accordance with the provisions of section (b) of this
          Article FOURTH), to be distributed to the holders of Preferred Stock
          in the event of voluntary or involuntary liquidation, distribution or
          sale of assets, dissolution or winding-up, of the Corporation, the
          holders of the Common Stock shall be entitled to receive all of the
          remaining assets of the Corporation, tangible and intangible, of
          whatever kind available for distribution to stockholders ratably in
          proportion to the number of shares of Common Stock held by them
          respectively.

          (3) Except as may otherwise be required by law or by the provisions of
          such resolution or resolutions as may be adopted by the Board of
          Directors pursuant to section (b) of this Article FOURTH, each holder
          of Common Stock shall have one vote in respect of each share of Common
          Stock held on all matters voted upon by the stockholders.

     (d) No holder of any of the shares of any class or series of stock or of
     options, warrants or other rights to purchase shares of any class or series
     of stock or of other securities of the Corporation shall have any
     preemptive right to purchase or subscribe for any unissued stock of any
     class or series or any additional shares of any class or series to be
     issued by reason of any increase of the authorized capital stock of the
     Corporation of any class or series, or bonds, certificates of indebtedness,
     debentures or other securities convertible into or exchangeable for stock
     of the Corporation of any class or series, or carrying any right to
     purchase stock of any class or series, but any such unissued stock,
     additional authorized issue of shares of any class or series of stock or
     securities convertible into or exchangeable for stock, or carrying any
     right to purchase stock, may be issued and disposed of pursuant to
     resolution of the Board of Directors to such persons, firms, corporations
     or associations, whether such holders or others, and upon such terms as may
     be deemed advisable by the Board of Directors in the exercise of its sole
     discretion.

     (e) The relative powers, preferences and rights of each series of Preferred
     Stock in relation to the relative powers, preferences and rights of each
     other series of Preferred Stock shall, in each case, be as fixed from time
     to time by the Board of Directors in the resolution or resolutions adopted
     pursuant to authority granted in section (b) of this Article FOURTH and the
     consent, by class or series vote or otherwise, of the holders of such of
     the series of Preferred Stock as are from time to time outstanding shall
     not be required for the issuance by the Board of Directors of any other
     series of Preferred Stock whether or not the powers, preferences and rights
     of such other series shall be fixed by the Board of Directors as senior to,
     or on a parity with, the powers, preferences and rights of such outstanding
     series, or any of them; provided, however, that the Board of Directors may
     provide in the resolution or resolutions as to any series of Preferred
     Stock adopted pursuant to section (b) of this Article FOURTH that the
     consent of the holders of a majority (or such greater proportion as shall
     be therein fixed) of the outstanding shares of such series voting thereon
     shall be required for the issuance of any or all other series of Preferred
     Stock.

     (f) Subject to the provisions of section (e), shares of any series of
     Preferred Stock may be issued from time to time as the Board of Directors
     of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

     (g) Shares of Common Stock may be issued from time to time as the Board of
     Directors of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

     (h) The authorized amount of shares of Common Stock and of Preferred Stock
     may, without a class or series vote, be increased or decreased from time to
     time by the affirmative vote of the holders of a majority of the stock of
     the Corporation entitled to vote thereon.

     FIFTH: - (a) The business and affairs of the Corporation shall be conducted
     and managed by a Board of


                                       5



     Directors. The number of directors constituting the entire Board shall be
     not less than five nor more than twenty-five as fixed from time to time by
     vote of a majority of the whole Board, provided, however, that the number
     of directors shall not be reduced so as to shorten the term of any director
     at the time in office, and provided further, that the number of directors
     constituting the whole Board shall be twenty-four until otherwise fixed by
     a majority of the whole Board.

     (b) The Board of Directors shall be divided into three classes, as nearly
     equal in number as the then total number of directors constituting the
     whole Board permits, with the term of office of one class expiring each
     year. At the annual meeting of stockholders in 1982, directors of the first
     class shall be elected to hold office for a term expiring at the next
     succeeding annual meeting, directors of the second class shall be elected
     to hold office for a term expiring at the second succeeding annual meeting
     and directors of the third class shall be elected to hold office for a term
     expiring at the third succeeding annual meeting. Any vacancies in the Board
     of Directors for any reason, and any newly created directorships resulting
     from any increase in the directors, may be filled by the Board of
     Directors, acting by a majority of the directors then in office, although
     less than a quorum, and any directors so chosen shall hold office until the
     next annual election of directors. At such election, the stockholders shall
     elect a successor to such director to hold office until the next election
     of the class for which such director shall have been chosen and until his
     successor shall be elected and qualified. No decrease in the number of
     directors shall shorten the term of any incumbent director.

     (c) Notwithstanding any other provisions of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and notwithstanding the
     fact that some lesser percentage may be specified by law, this Charter or
     Act of Incorporation or the By-Laws of the Corporation), any director or
     the entire Board of Directors of the Corporation may be removed at any time
     without cause, but only by the affirmative vote of the holders of
     two-thirds or more of the outstanding shares of capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) cast at a meeting of the
     stockholders called for that purpose.

     (d) Nominations for the election of directors may be made by the Board of
     Directors or by any stockholder entitled to vote for the election of
     directors. Such nominations shall be made by notice in writing, delivered
     or mailed by first class United States mail, postage prepaid, to the
     Secretary of the Corporation not less than 14 days nor more than 50 days
     prior to any meeting of the stockholders called for the election of
     directors; provided, however, that if less than 21 days' notice of the
     meeting is given to stockholders, such written notice shall be delivered or
     mailed, as prescribed, to the Secretary of the Corporation not later than
     the close of the seventh day following the day on which notice of the
     meeting was mailed to stockholders. Notice of nominations which are
     proposed by the Board of Directors shall be given by the Chairman on behalf
     of the Board.

     (e) Each notice under subsection (d) shall set forth (i) the name, age,
     business address and, if known, residence address of each nominee proposed
     in such notice, (ii) the principal occupation or employment of such nominee
     and (iii) the number of shares of stock of the Corporation which are
     beneficially owned by each such nominee.

     (f) The Chairman of the meeting may, if the facts warrant, determine and
     declare to the meeting that a nomination was not made in accordance with
     the foregoing procedure, and if he should so determine, he shall so declare
     to the meeting and the defective nomination shall be disregarded.

     (g) No action required to be taken or which may be taken at any annual or
     special meeting of stockholders of the Corporation may be taken without a
     meeting, and the power of stockholders to consent in writing, without a
     meeting, to the taking of any action is specifically denied.

     SIXTH: - The Directors shall choose such officers, agents and servants as
     may be provided in the By-Laws as they may from time to time find necessary
     or proper.


                                       6



     SEVENTH: - The Corporation hereby created is hereby given the same powers,
     rights and privileges as may be conferred upon corporations organized under
     the Act entitled "An Act Providing a General Corporation Law", approved
     March 10, 1899, as from time to time amended.

     EIGHTH: - This Act shall be deemed and taken to be a private Act.

     NINTH: - This Corporation is to have perpetual existence.

     TENTH: - The Board of Directors, by resolution passed by a majority of the
     whole Board, may designate any of their number to constitute an Executive
     Committee, which Committee, to the extent provided in said resolution, or
     in the By-Laws of the Company, shall have and may exercise all of the
     powers of the Board of Directors in the management of the business and
     affairs of the Corporation, and shall have power to authorize the seal of
     the Corporation to be affixed to all papers which may require it.

     ELEVENTH: - The private property of the stockholders shall not be liable
     for the payment of corporate debts to any extent whatever.

     TWELFTH: - The Corporation may transact business in any part of the world.

     THIRTEENTH: - The Board of Directors of the Corporation is expressly
     authorized to make, alter or repeal the By-Laws of the Corporation by a
     vote of the majority of the entire Board. The stockholders may make, alter
     or repeal any By-Law whether or not adopted by them, provided however, that
     any such additional By-Laws, alterations or repeal may be adopted only by
     the affirmative vote of the holders of two-thirds or more of the
     outstanding shares of capital stock of the Corporation entitled to vote
     generally in the election of directors (considered for this purpose as one
     class).

     FOURTEENTH: - Meetings of the Directors may be held outside of the State of
     Delaware at such places as may be from time to time designated by the
     Board, and the Directors may keep the books of the Company outside of the
     State of Delaware at such places as may be from time to time designated by
     them.

     FIFTEENTH: - (a) (1) In addition to any affirmative vote required by law,
     and except as otherwise expressly provided in sections (b) and (c) of this
     Article FIFTEENTH:

          (A) any merger or consolidation of the Corporation or any Subsidiary
          (as hereinafter defined) with or into (i) any Interested Stockholder
          (as hereinafter defined) or (ii) any other corporation (whether or not
          itself an Interested Stockholder), which, after such merger or
          consolidation, would be an Affiliate (as hereinafter defined) of an
          Interested Stockholder, or

          (B) any sale, lease, exchange, mortgage, pledge, transfer or other
          disposition (in one transaction or a series of related transactions)
          to or with any Interested Stockholder or any Affiliate of any
          Interested Stockholder of any assets of the Corporation or any
          Subsidiary having an aggregate fair market value of $1,000,000 or
          more, or

          (C) the issuance or transfer by the Corporation or any Subsidiary (in
          one transaction or a series of related transactions) of any securities
          of the Corporation or any Subsidiary to any Interested Stockholder or
          any Affiliate of any Interested Stockholder in exchange for cash,
          securities or other property (or a combination thereof) having an
          aggregate fair market value of $1,000,000 or more, or

          (D) the adoption of any plan or proposal for the liquidation or
          dissolution of the Corporation, or


                                       7



          (E) any reclassification of securities (including any reverse stock
          split), or recapitalization of the Corporation, or any merger or
          consolidation of the Corporation with any of its Subsidiaries or any
          similar transaction (whether or not with or into or otherwise
          involving an Interested Stockholder) which has the effect, directly or
          indirectly, of increasing the proportionate share of the outstanding
          shares of any class of equity or convertible securities of the
          Corporation or any Subsidiary which is directly or indirectly owned by
          any Interested Stockholder, or any Affiliate of any Interested
          Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

               (2) The term "business combination" as used in this Article
               FIFTEENTH shall mean any transaction which is referred to in any
               one or more of clauses (A) through (E) of paragraph 1 of the
               section (a).

          (b) The provisions of section (a) of this Article FIFTEENTH shall not
          be applicable to any particular business combination and such business
          combination shall require only such affirmative vote as is required by
          law and any other provisions of the Charter or Act of Incorporation or
          By-Laws if such business combination has been approved by a majority
          of the whole Board.

          (c) For the purposes of this Article FIFTEENTH:

     (1) A "person" shall mean any individual, firm, corporation or other
     entity.

     (2) "Interested Stockholder" shall mean, in respect of any business
     combination, any person (other than the Corporation or any Subsidiary) who
     or which as of the record date for the determination of stockholders
     entitled to notice of and to vote on such business combination, or
     immediately prior to the consummation of any such transaction:

          (A) is the beneficial owner, directly or indirectly, of more than 10%
          of the Voting Shares, or

          (B) is an Affiliate of the Corporation and at any time within two
          years prior thereto was the beneficial owner, directly or indirectly,
          of not less than 10% of the then outstanding voting Shares, or

          (C) is an assignee of or has otherwise succeeded in any share of
          capital stock of the Corporation which were at any time within two
          years prior thereto beneficially owned by any Interested Stockholder,
          and such assignment or succession shall have occurred in the course of
          a transaction or series of transactions not involving a public
          offering within the meaning of the Securities Act of 1933.

     (3) A person shall be the "beneficial owner" of any Voting Shares:

          (A) which such person or any of its Affiliates and Associates (as
          hereafter defined) beneficially own, directly or indirectly, or

          (B) which such person or any of its Affiliates or Associates has (i)
          the right to acquire (whether such right is exercisable immediately or
          only after the passage of time), pursuant to any agreement,
          arrangement or understanding or upon the exercise of conversion
          rights, exchange


                                       8



          rights, warrants or options, or otherwise, or (ii) the right to vote
          pursuant to any agreement, arrangement or understanding, or

          (C) which are beneficially owned, directly or indirectly, by any other
          person with which such first mentioned person or any of its Affiliates
          or Associates has any agreement, arrangement or understanding for the
          purpose of acquiring, holding, voting or disposing of any shares of
          capital stock of the Corporation.

     (4) The outstanding Voting Shares shall include shares deemed owned through
     application of paragraph (3) above but shall not include any other Voting
     Shares which may be issuable pursuant to any agreement, or upon exercise of
     conversion rights, warrants or options or otherwise.

     (5) "Affiliate" and "Associate" shall have the respective meanings given
     those terms in Rule 12b-2 of the General Rules and Regulations under the
     Securities Exchange Act of 1934, as in effect on December 31, 1981.

     (6) "Subsidiary" shall mean any corporation of which a majority of any
     class of equity security (as defined in Rule 3a11-1 of the General Rules
     and Regulations under the Securities Exchange Act of 1934, as in effect on
     December 31, 1981) is owned, directly or indirectly, by the Corporation;
     provided, however, that for the purposes of the definition of Investment
     Stockholder set forth in paragraph (2) of this section (c), the term
     "Subsidiary" shall mean only a corporation of which a majority of each
     class of equity security is owned, directly or indirectly, by the
     Corporation.

          (d) majority of the directors shall have the power and duty to
          determine for the purposes of this Article FIFTEENTH on the basis of
          information known to them, (1) the number of Voting Shares
          beneficially owned by any person (2) whether a person is an Affiliate
          or Associate of another, (3) whether a person has an agreement,
          arrangement or understanding with another as to the matters referred
          to in paragraph (3) of section (c), or (4) whether the assets subject
          to any business combination or the consideration received for the
          issuance or transfer of securities by the Corporation, or any
          Subsidiary has an aggregate fair market value of $1,000,000 or more.

          (e) Nothing contained in this Article FIFTEENTH shall be construed to
          relieve any Interested Stockholder from any fiduciary obligation
          imposed by law.

     SIXTEENTH: Notwithstanding any other provision of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and in addition to any
     other vote that may be required by law, this Charter or Act of
     Incorporation by the By-Laws), the affirmative vote of the holders of at
     least two-thirds of the outstanding shares of the capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) shall be required to amend,
     alter or repeal any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or
     SIXTEENTH of this Charter or Act of Incorporation.

     SEVENTEENTH: (a) a Director of this Corporation shall not be liable to the
     Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a Director, except to the extent such exemption from
     liability or limitation thereof is not permitted under the Delaware General
     Corporation Laws as the same exists or may hereafter be amended.

          (b) Any repeal or modification of the foregoing paragraph shall not
          adversely affect any right or protection of a Director of the
          Corporation existing hereunder with respect to any act or omission
          occurring prior to the time of such repeal or modification."


                                       9



                                    EXHIBIT 4

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON DECEMBER 16, 2004



                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE 1
                             STOCKHOLDERS' MEETINGS

     Section 1. Annual Meeting. The annual meeting of stockholders shall be held
on the third Thursday in April each year at the principal office at the Company
or at such other date, time or place as may be designated by resolution by the
Board of Directors.

     Section 2. Special Meetings. Special meetings of stockholders may be called
at any time by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President.

     Section 3. Notice. Notice of all meetings of the stockholders shall be
given by mailing to each stockholder at least ten (10) days before said meeting,
at his last known address, a written or printed notice fixing the time and place
of such meeting.

     Section 4. Quorum. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a smaller number of shares may adjourn from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                    ARTICLE 2
                                    DIRECTORS

     Section 1. Management. The affairs and business of the Company shall be
managed by or under the direction of the Board of Directors.

     Section 2. Number. The authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board of Directors within the parameters
set by the Charter of the Company. No more than two directors may also be
employees of the Company or any affiliate thereof.

     Section 3. Qualification. In addition to any other provisions of these
Bylaws, to be qualified for nomination for election or appointment to the Board
of Directors, a person must have not attained the age of sixty-nine years at the
time of such election or appointment, provided however, the Nominating and
Corporate Governance Committee may waive such qualification as to a particular
candidate otherwise qualified to serve as a director upon a good faith
determination by such committee that such a waiver is in the best interests of
the Company and its stockholders. The Chairman of the Board and the Chief
Executive Officer shall not be qualified to continue to serve as directors upon
the termination of their service in those offices for any reason.



     Section 4. Meetings. The Board of Directors shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Board of Directors, the Chief Executive Officer or the President.

     Section 5. Special Meetings. Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board, the Chief Executive Officer
or the President, and shall be called upon the written request of a majority of
the directors.

     Section 6. Quorum. A majority of the directors elected and qualified shall
be necessary to constitute a quorum for the transaction of business at any
meeting of the Board of Directors.

     Section 7. Notice. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

     Section 8. Vacancies. In the event of the death, resignation, removal,
inability to act or disqualification of any director, the Board of Directors,
although less than a quorum, shall have the right to elect the successor who
shall hold office for the remainder of the full term of the class of directors
in which the vacancy occurred, and until such director's successor shall have
been duly elected and qualified.

     Section 9. Organization Meeting. The Board of Directors at its first
meeting after its election by the stockholders shall appoint an Audit Committee,
a Compensation Committee and a Nominating and Corporate Governance Committee,
and shall elect from its own members a Chairman of the Board, a Chief Executive
Officer and a President, who may be the same person. The Board of Directors
shall also elect at such meeting a Secretary and a Chief Financial Officer, who
may be the same person, and may appoint at any time such committees as it may
deem advisable. The Board of Directors may also elect at such meeting one or
more Associate Directors. The Board of Directors, or a committee designated by
the Board of Directors may elect or appoint such other officers as they may deem
advisable.

     Section 10. Removal. The Board of Directors may at any time remove, with or
without cause, any member of any committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

     Section 11. Responsibility of Officers. The Board of Directors may
designate an officer to be in charge of such departments or divisions of the
Company as it may deem advisable.

     Section 12. Participation in Meetings. The Board of Directors or any
committee of the Board of Directors may participate in a meeting of the Board of
Directors or such committee, as the case may be, by conference telephone, video
facilities or other communications equipment. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if all of the members of the Board of Directors
or the committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the Board of Directors or such
committee.



                                    ARTICLE 3
                      COMMITTEES OF THE BOARD OF DIRECTORS

     Section 1. Audit Committee.

          (A) The Audit Committee shall be composed of not more than five (5)
members, who shall be selected by the Board of Directors from its own members,
none of whom shall be an officer or employee of the Company, and shall hold
office at the pleasure of the Board.

          (B) The Audit Committee shall have general supervision over the Audit
Services Division in all matters however subject to the approval of the Board of
Directors; it shall consider all matters brought to its attention by the officer
in charge of the Audit Services Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor employed
for that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

          (C) The Audit Committee shall meet whenever and wherever its
Chairperson, the Chairman of the Board, the Chief Executive Officer, the
President or a majority of the Committee's members shall deem it to be proper
for the transaction of its business. A majority of the Committee's members shall
constitute a quorum for the transaction of business. The acts of the majority at
a meeting at which a quorum is present shall constitute action by the Committee.

     Section 2. Compensation Committee.

          (A) The Compensation Committee shall be composed of not more than five
(5) members, who shall be selected by the Board of Directors from its own
members, none of whom shall be an officer or employee of the Company, and shall
hold office at the pleasure of the Board of Directors.

          (B) The Compensation Committee shall in general advise upon all
matters of policy concerning compensation, including salaries and employee
benefits.

          (C) The Compensation Committee shall meet whenever and wherever its
Chairperson, the Chairman of the Board, the Chief Executive Officer, the
President or a majority of the Committee's members shall deem it to be proper
for the transaction of its business. A majority of the Committee's members shall
constitute a quorum for the transaction of business. The acts of the majority at
a meeting at which a quorum is present shall constitute action by the Committee.

     SECTION 3. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE.

          (A) The Nominating and Corporate Governance Committee shall be
composed of not more than five members, who shall be selected by the Board of
Directors from its own members, none of whom shall be an officer or employee of
the Company, and shall hold office at the pleasure of the Board of Directors.

          (B) The Nominating and Corporate Governance Committee shall provide
counsel and make recommendations to the Chairman of the Board and the full Board
with respect to the performance of the Chairman



of the Board and the Chief Executive Officer, candidates for membership on the
Board of Directors and its committees, matters of corporate governance,
succession planning for the Company's executive management and significant
shareholder relations issues.

          (C) The Nominating and Corporate Governance Committee shall meet
whenever and wherever its Chairperson, the Chairman of the Board, the Chief
Executive Officer, the President, or a majority of the Committee's members shall
deem it to be proper for the transaction of its business. A majority of the
Committee's members shall constitute a quorum for the transaction of business.
The acts of the majority at a meeting at which a quorum is present shall
constitute action by the Committee.

     Section 4. Other Committees. The Company may have such other committees
with such powers as the Board may designate from time to time by resolution or
by an amendment to these Bylaws.

     Section 5. Associate Directors.

          (A) Any person who has served as a director may be elected by the
Board of Directors as an associate director, to serve at the pleasure of the
Board of Directors.

          (B) Associate directors shall be entitled to attend all meetings of
directors and participate in the discussion of all matters brought to the Board
of Directors, but will not have a right to vote.

     Section 6. Absence or Disqualification of Any Member of a Committee. In the
absence or disqualification of any member of any committee created under Article
III of these Bylaws, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

                                    ARTICLE 4
                                    OFFICERS

     Section 1. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board of Directors and shall have such further authority
and powers and shall perform such duties the Board of Directors may assign to
him from time to time.

     Section 2. Chief Executive Officer. The Chief Executive Officer shall have
the powers and duties pertaining to the office of Chief Executive Officer
conferred or imposed upon him by statute, incident to his office or as the Board
of Directors may assign to him from time to time. In the absence of the Chairman
of the Board, the Chief Executive Officer shall have the powers and duties of
the Chairman of the Board.

     Section 3. President. The President shall have the powers and duties
pertaining to the office of the President conferred or imposed upon him by
statute, incident to his office or as the Board of Directors may assign to him
from time to time. In the absence of the Chairman of the Board and the Chief
Executive Officer, the President shall have the powers and duties of the
Chairman of the Board.

     Section 4. Duties. The Chairman of the Board, the Chief Executive Officer
or the President, as designated by the Board of Directors, shall carry into
effect all legal directions of



the Board of Directors and shall at all times exercise general supervision over
the interest, affairs and operations of the Company and perform all duties
incident to his office.

     Section 5. Vice Presidents. There may be one or more Vice Presidents,
however denominated by the Board of Directors, who may at any time perform all
of the duties of the Chairman of the Board, the Chief Executive Officer and/or
the President and such other powers and duties incident to their respective
offices or as the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President or the officer in charge of the department or
division to which they are assigned may assign to them from time to time.

     Section 6. Secretary. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
committees thereof, to the keeping of accurate minutes of all such meetings,
recording the same in the minute books of the Company and in general notifying
the Board of Directors of material matters affecting the Company on a timely
basis. In addition to the other notice requirements of these Bylaws and as may
be practicable under the circumstances, all such notices shall be in writing and
mailed well in advance of the scheduled date of any such meeting. He shall have
custody of the corporate seal, affix the same to any documents requiring such
corporate seal, attest the same and perform other duties incident to his office.

     Section 7. Chief Financial Officer. The Chief Financial Officer shall have
general supervision over all assets and liabilities of the Company. He shall be
custodian of and responsible for all monies, funds and valuables of the Company
and for the keeping of proper records of the evidence of property or
indebtedness and of all transactions of the Company. He shall have general
supervision of the expenditures of the Company and periodically shall report to
the Board of Directors the condition of the Company, and perform such other
duties incident to his office or as the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President may assign to him from time
to time.

     Section 8. Controller. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors or the Audit Committee at appropriate
times a report relating to the general condition and internal operations of the
Company and perform other duties incident to his office.

     There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

     Section 9. Audit Officers. The officer designated by the Board of Directors
to be in charge of the Audit Services Division of the Company, with such title
as the Board of Directors shall prescribe, shall report to and be directly
responsible to the Audit Committee and the Board of Directors.

     There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Services
Division.



     Section 10. Other Officers. There may be one or more officers, subordinate
in rank to all Vice Presidents with such functional titles as shall be
determined from time to time by the Board of Directors, who shall ex officio
hold the office of Assistant Secretary of the Company and who may perform such
duties as may be prescribed by the officer in charge of the department or
division to which they are assigned.

     Section 11. Powers and Duties of Other Officers. The powers and duties of
all other officers of the Company shall be those usually pertaining to their
respective offices, subject to the direction of the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President and the
officer in charge of the department or division to which they are assigned.

     Section 12. Number of Offices. Any one or more offices of the Company may
be held by the same person, except that (A) no individual may hold more than one
of the offices of Chief Financial Officer, Controller or Audit Officer and (B)
none of the Chairman of the Board, the Chief Executive Officer or the President
may hold any office mentioned in Section 12(A).

                                    ARTICLE 5
                          STOCK AND STOCK CERTIFICATES

     Section 1. Transfer. Shares of stock shall be transferable on the books of
the Company and a transfer book shall be kept in which all transfers of stock
shall be recorded.

     Section 2. Certificates. Every holder of stock shall be entitled to have a
certificate signed by or in the name of the Company by the Chairman of the
Board, the Chief Executive Officer or the President or a Vice President, and by
the Secretary or an Assistant Secretary, of the Company, certifying the number
of shares owned by him in the Company. The corporate seal affixed thereto, and
any of or all the signatures on the certificate, may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Company with the same effect as if he were such officer, transfer agent
or registrar at the date of issue. Duplicate certificates of stock shall be
issued only upon giving such security as may be satisfactory to the Board of
Directors.

     Section 3. Record Date. The Board of Directors is authorized to fix in
advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment of
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days preceding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.



                                    ARTICLE 6
                                      SEAL

     The corporate seal of the Company shall be in the following form:

          Between two concentric circles the words "Wilmington Trust Company"
          within the inner circle the words "Wilmington, Delaware."

                                    ARTICLE 7
                                   FISCAL YEAR

     The fiscal year of the Company shall be the calendar year.

                                    ARTICLE 8
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

     The Chairman of the Board, the Chief Executive Officer, the President or
any Vice President, however denominated by the Board of Directors, shall have
full power and authority to enter into, make, sign, execute, acknowledge and/or
deliver and the Secretary or any Assistant Secretary shall have full power and
authority to attest and affix the corporate seal of the Company to any and all
deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors, and any and all such instruments
shall have the same force and validity as though expressly authorized by the
Board of Directors.

                                    ARTICLE 9
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

     Directors and associate directors of the Company, other than salaried
officers of the Company, shall be paid such reasonable honoraria or fees for
attending meetings of the Board of Directors as the Board of Directors may from
time to time determine. Directors and associate directors who serve as members
of committees, other than salaried employees of the Company, shall be paid such
reasonable honoraria or fees for services as members of committees as the Board
of Directors shall from time to time determine and directors and associate
directors may be authorized by the Company to perform such special services as
the Board of Directors may from time to time determine in accordance with any
guidelines the Board of Directors may adopt for such services, and shall be paid
for such special services so performed reasonable compensation as may be
determined by the Board of Directors.

                                   ARTICLE 10



                                 INDEMNIFICATION

     Section 1. Persons Covered. The Company shall indemnify and hold harmless,
to the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director or associate director of the Company, a member of an advisory board
the Board of Directors of the Company or any of its subsidiaries may appoint
from time to time or is or was serving at the request of the Company as a
director, officer, employee, fiduciary or agent of another corporation,
partnership, limited liability company, joint venture, trust, enterprise or
non-profit entity that is not a subsidiary or affiliate of the Company,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses reasonably incurred by such person. The Company
shall be required to indemnify such a person in connection with a proceeding
initiated by such person only if the proceeding was authorized by the Board of
Directors.

     The Company may indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
any person who was or is made or threatened to be made a party or is otherwise
involved in any proceeding by reason of the fact that he, or a person for whom
he is the legal representative, is or was an officer, employee or agent of the
Company or a director, officer, employee or agent of a subsidiary or affiliate
of the Company, against all liability and loss suffered and expenses reasonably
incurred by such person. The Company may indemnify any such person in connection
with a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors.

     Section 2. Advance of Expenses. The Company shall pay the expenses incurred
in defending any proceeding involving a person who is or may be indemnified
pursuant to Section 1 in advance of its final disposition, provided, however,
that the payment of expenses incurred by such a person in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by that person to repay all amounts advanced if it should be ultimately
determined that the person is not entitled to be indemnified under this Article
10 or otherwise.

     Section 3. Certain Rights. If a claim under this Article 10 for (A) payment
of expenses or (B) indemnification by a director, associate director, member of
an advisory board the Board of Directors of the Company or any of its
subsidiaries may appoint from time to time or a person who is or was serving at
the request of the Company as a director, officer, employee, fiduciary or agent
of another corporation, partnership, limited liability company, joint venture,
trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of
the Company, including service with respect to employee benefit plans, is not
paid in full within sixty days after a written claim therefor has been received
by the Company, the claimant may file suit to recover the unpaid amount of such
claim and, if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action, the Company shall have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.



     Section 4. Non-Exclusive. The rights conferred on any person by this
Article 10 shall not be exclusive of any other rights which such person may have
or hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.

     Section 5. Reduction of Amount. The Company's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.

     Section 6. Effect of Modification. Any amendment, repeal or modification of
the foregoing provisions of this Article 10 shall not adversely affect any right
or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such amendment, repeal or modification.

                                   ARTICLE 11
                            AMENDMENTS TO THE BYLAWS

     These Bylaws may be altered, amended or repealed, in whole or in part, and
any new Bylaw or Bylaws adopted at any regular or special meeting of the Board
of Directors by a vote of a majority of all the members of the Board of
Directors then in office.

                                   ARTICLE 12
                                  MISCELLANEOUS

     Whenever used in these Bylaws, the singular shall include the plural, the
plural shall include the singular unless the context requires otherwise and the
use of either gender shall include both genders.



                                    EXHIBIT 6

                             SECTION 321(B) CONSENT

     Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.

                                        WILMINGTON TRUST COMPANY


Dated: June __, 2006                    By: /s/
                                            ------------------------------------
                                        Name: Patricia A. Evans
                                        Title: Vice President



                                    EXHIBIT 7

                                     NOTICE

          This form is intended to assist state nonmember banks and savings
          banks with state publication requirements. It has not been approved by
          any state banking authorities. Refer to your appropriate state banking
          authorities for your state publication requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

     WILMINGTON TRUST COMPANY of WILMINGTON
           Name of Bank             City

in the State of DELAWARE, at the close of business on December 31, 2005.



                                                                         Thousands
                                                                        of dollars
                                                                        ----------
                                                                     
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coins .............      242,974
   Interest-bearing balances .......................................            0
Held-to-maturity securities ........................................        2,263
Available-for-sale securities ......................................    1,544,051
Federal funds sold in domestic offices .............................      310,739
Securities purchased under agreements to resell ....................       14,128
Loans and lease financing receivables:
   Loans and leases held for sale ..................................            0
   Loans and leases, net of unearned income ........................    6,799,976
   LESS: Allowance for loan and lease losses .......................       82,655
   Loans and leases, net of unearned income, allowance, and
      reserve ......................................................    6,717,321
Assets held in trading accounts ....................................            0
Premises and fixed assets (including capitalized leases) ...........      135,853
Other real estate owned ............................................          199
Investments in unconsolidated subsidiaries and associated
   companies .......................................................        2,545
Customers' liability to this bank on acceptances outstanding .......            0
Intangible assets:
   a. Goodwill .....................................................        1,923
   b. Other intangible assets ......................................        6,600
Other assets .......................................................      207,442
Total assets .......................................................    9,186,038


                                                          CONTINUED ON NEXT PAGE



                                                                     
LIABILITIES
Deposits:
In domestic offices ................................................    7,081,644
   Noninterest-bearing .............................................      988,301
   Interest-bearing ................................................    6,093,343
Federal funds purchased in domestic offices ........................      454,938
Securities sold under agreements to repurchase .....................      364,013
Trading liabilities (from Schedule RC-D) ...........................            0
Other borrowed money (includes mortgage indebtedness and
   obligations under capitalized leases: ...........................      396,467
Bank's liability on acceptances executed and outstanding ...........            0
Subordinated notes and debentures ..................................            0
Other liabilities (from Schedule RC-G) .............................      125,938
Total liabilities ..................................................    8,423,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus ......................            0
Common Stock .......................................................          500
Surplus (exclude all surplus related to preferred stock) ...........      112,358
a. Retained earnings ...............................................      668,545
b. Accumulated other comprehensive income ..........................      (18,365)
Total equity capital ...............................................      763,038
Total liabilities, limited-life preferred stock, and equity
   capital .........................................................    9,186,038




                                       22

EX-25.3

                                                                    EXHIBIT 25.3

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) __

                            WILMINGTON TRUST COMPANY
               (Exact name of Trustee as specified in its charter)

                                         
                 DELAWARE                                51-0055023
    (Jurisdiction of incorporation of       (I.R.S. Employer Identification No.)
organization if not a U.S. national bank)



                            1100 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19890-0001
                                 (302) 651-1000
          (Address of principal executive offices, including zip code)

                             CAROLYN MCKINNEY AFSHAR
                           VICE PRESIDENT AND COUNSEL
                            WILMINGTON TRUST COMPANY
                            1100 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19890-0001
                                 (302) 651-1360
 (Name, address, including zip code, and telephone number, including area code,
                              of agent of service)

                            GREAT WOLF RESORTS, INC.
               (Exact name of obligor as specified in its charter)

                                         
                 DELAWARE                                51-0510250
     (State or other jurisdiction or        (I.R.S. Employer Identification No.)
     incorporation or organization)



                           122 WEST WASHINGTON AVENUE
                            MADISON, WISCONSIN 53703
          (Address of principal executive offices, including zip code)

                                   ----------

         GUARANTEE OF TRUST PREFERRED SECURITIES OF GW CAPITAL TRUST II
                       (Title of the indenture securities)

================================================================================



ITEM 1. GENERAL INFORMATION.

     Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

     Federal Deposit Insurance Corp.   State Bank Commissioner
     20 Exchange Place, Room 6014      555 East Loockerman Street, Suite 210
     New York, New York 10005          Dover, Delaware 19901

     (b)  Whether it is authorized to exercise corporate trust powers.

     The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

     If the obligor is an affiliate of the trustee, describe each affiliation:

     Based upon an examination of the books and records of the trustee and
     information available to the trustee, the obligor is not an affiliate of
     the trustee.

ITEM 16. LIST OF EXHIBITS.

     List below all exhibits filed as part of this Statement of Eligibility and
     Qualification.

     -    A copy of the Charter of Wilmington Trust Company (Exhibit 1), which
          includes the certificate of authority of Wilmington Trust Company to
          commence business (Exhibit 2) and the authorization of Wilmington
          Trust Company to exercise corporate trust powers (Exhibit 3).

     -    A copy of the existing By-Laws of Wilmington Trust Company (Exhibit
          4).

     -    Consent of Wilmington Trust Company required by Section 321(b) of the
          Trust Indenture Act (Exhibit 6).

     -    A copy of the latest Report of Condition of Wilmington Trust Company
          (Exhibit 7).

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wilmington Trust Company, a corporation organized and existing under
the laws of Delaware, has duly caused this Statement of Eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the City of
Wilmington and State of Delaware on the 20th day of June, 2006.

[SEAL]                                  WILMINGTON TRUST COMPANY


Attest: /s/ Christopher J. Monigle      By: /s/ Patricia A. Evans
        -----------------------------       ------------------------------------
        Assistant Secretary             Name: Patricia A. Evans
                                        Title: Vice President



                                    EXHIBIT 1

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987



                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

     WILMINGTON TRUST COMPANY, originally incorporated by an Act of the General
Assembly of the State of Delaware, entitled "An Act to Incorporate the Delaware
Guarantee and Trust Company", approved March 2, A.D. 1901, and the name of which
company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed in the
Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act
of Incorporation of which company has been from time to time amended and changed
by merger agreements pursuant to the corporation law for state banks and trust
companies of the State of Delaware, does hereby alter and amend its Charter or
Act of Incorporation so that the same as so altered and amended shall in its
entirety read as follows:

     FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

     SECOND: - The location of its principal office in the State of Delaware is
     at Rodney Square North, in the City of Wilmington, County of New Castle;
     the name of its resident agent is WILMINGTON TRUST COMPANY whose address is
     Rodney Square North, in said City. In addition to such principal office,
     the said corporation maintains and operates branch offices in the City of
     Newark, New Castle County, Delaware, the Town of Newport, New Castle
     County, Delaware, at Claymont, New Castle County, Delaware, at Greenville,
     New Castle County Delaware, and at Milford Cross Roads, New Castle County,
     Delaware, and shall be empowered to open, maintain and operate branch
     offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
     Street, and 3605 Market Street, all in the City of Wilmington, New Castle
     County, Delaware, and such other branch offices or places of business as
     may be authorized from time to time by the agency or agencies of the
     government of the State of Delaware empowered to confer such authority.

     THIRD: - (a) The nature of the business and the objects and purposes
     proposed to be transacted, promoted or carried on by this Corporation are
     to do any or all of the things herein mentioned as fully and to the same
     extent as natural persons might or could do and in any part of the world,
     viz.:

          (1) To sue and be sued, complain and defend in any Court of law or
          equity and to make and use a common seal, and alter the seal at
          pleasure, to hold, purchase, convey, mortgage or otherwise deal in
          real and personal estate and property, and to appoint such officers
          and agents as the business of the Corporation shall require, to make
          by-laws not inconsistent with the Constitution or laws of the United
          States or of this State, to discount bills, notes or other evidences
          of debt, to receive deposits of money, or securities for money, to buy
          gold and silver bullion and foreign coins, to buy and sell bills of
          exchange, and generally to use, exercise and enjoy all the powers,
          rights, privileges and franchises incident to a corporation which are
          proper or necessary for the transaction of the business of the
          Corporation hereby created.

          (2) To insure titles to real and personal property, or any estate or
          interests therein, and to guarantee the holder of such property, real
          or personal, against any claim or claims, adverse to his interest
          therein, and to prepare and give certificates of title for any lands
          or premises in the State of Delaware, or elsewhere.

          (3) To act as factor, agent, broker or attorney in the receipt,
          collection, custody, investment and management of funds, and the
          purchase, sale, management and disposal of property of all
          descriptions, and to prepare and execute all papers which may be
          necessary or proper in such business.

          (4) To prepare and draw agreements, contracts, deeds, leases,
          conveyances, mortgages, bonds and legal papers of every description,
          and to carry on the business of conveyancing in all its



          branches.

          (5) To receive upon deposit for safekeeping money, jewelry, plate,
          deeds, bonds and any and all other personal property of every sort and
          kind, from executors, administrators, guardians, public officers,
          courts, receivers, assignees, trustees, and from all fiduciaries, and
          from all other persons and individuals, and from all corporations
          whether state, municipal, corporate or private, and to rent boxes,
          safes, vaults and other receptacles for such property.

          (6) To act as agent or otherwise for the purpose of registering,
          issuing, certificating, countersigning, transferring or underwriting
          the stock, bonds or other obligations of any corporation, association,
          state or municipality, and may receive and manage any sinking fund
          therefor on such terms as may be agreed upon between the two parties,
          and in like manner may act as Treasurer of any corporation or
          municipality.

          (7) To act as Trustee under any deed of trust, mortgage, bond or other
          instrument issued by any state, municipality, body politic,
          corporation, association or person, either alone or in conjunction
          with any other person or persons, corporation or corporations.

          (8) To guarantee the validity, performance or effect of any contract
          or agreement, and the fidelity of persons holding places of
          responsibility or trust; to become surety for any person, or persons,
          for the faithful performance of any trust, office, duty, contract or
          agreement, either by itself or in conjunction with any other person,
          or persons, corporation, or corporations, or in like manner become
          surety upon any bond, recognizance, obligation, judgment, suit, order,
          or decree to be entered in any court of record within the State of
          Delaware or elsewhere, or which may now or hereafter be required by
          any law, judge, officer or court in the State of Delaware or
          elsewhere.

          (9) To act by any and every method of appointment as trustee, trustee
          in bankruptcy, receiver, assignee, assignee in bankruptcy, executor,
          administrator, guardian, bailee, or in any other trust capacity in the
          receiving, holding, managing, and disposing of any and all estates and
          property, real, personal or mixed, and to be appointed as such
          trustee, trustee in bankruptcy, receiver, assignee, assignee in
          bankruptcy, executor, administrator, guardian or bailee by any
          persons, corporations, court, officer, or authority, in the State of
          Delaware or elsewhere; and whenever this Corporation is so appointed
          by any person, corporation, court, officer or authority such trustee,
          trustee in bankruptcy, receiver, assignee, assignee in bankruptcy,
          executor, administrator, guardian, bailee, or in any other trust
          capacity, it shall not be required to give bond with surety, but its
          capital stock shall be taken and held as security for the performance
          of the duties devolving upon it by such appointment.

          (10) And for its care, management and trouble, and the exercise of any
          of its powers hereby given, or for the performance of any of the
          duties which it may undertake or be called upon to perform, or for the
          assumption of any responsibility the said Corporation may be entitled
          to receive a proper compensation.

          (11) To purchase, receive, hold and own bonds, mortgages, debentures,
          shares of capital stock, and other securities, obligations, contracts
          and evidences of indebtedness, of any private, public or municipal
          corporation within and without the State of Delaware, or of the
          Government of the United States, or of any state, territory, colony,
          or possession thereof, or of any foreign government or country; to
          receive, collect, receipt for, and dispose of interest, dividends and
          income upon and from any of the bonds, mortgages, debentures, notes,
          shares of capital stock, securities, obligations, contracts, evidences
          of indebtedness and other property held and owned by it, and to
          exercise in respect of all such bonds, mortgages, debentures, notes,
          shares of capital stock, securities, obligations, contracts, evidences
          of indebtedness and other property, any and all


                                       2



          the rights, powers and privileges of individual owners thereof,
          including the right to vote thereon; to invest and deal in and with
          any of the moneys of the Corporation upon such securities and in such
          manner as it may think fit and proper, and from time to time to vary
          or realize such investments; to issue bonds and secure the same by
          pledges or deeds of trust or mortgages of or upon the whole or any
          part of the property held or owned by the Corporation, and to sell and
          pledge such bonds, as and when the Board of Directors shall determine,
          and in the promotion of its said corporate business of investment and
          to the extent authorized by law, to lease, purchase, hold, sell,
          assign, transfer, pledge, mortgage and convey real and personal
          property of any name and nature and any estate or interest therein.

     (b) In furtherance of, and not in limitation, of the powers conferred by
     the laws of the State of Delaware, it is hereby expressly provided that the
     said Corporation shall also have the following powers:

          (1) To do any or all of the things herein set forth, to the same
          extent as natural persons might or could do, and in any part of the
          world.

          (2) To acquire the good will, rights, property and franchises and to
          undertake the whole or any part of the assets and liabilities of any
          person, firm, association or corporation, and to pay for the same in
          cash, stock of this Corporation, bonds or otherwise; to hold or in any
          manner to dispose of the whole or any part of the property so
          purchased; to conduct in any lawful manner the whole or any part of
          any business so acquired, and to exercise all the powers necessary or
          convenient in and about the conduct and management of such business.

          (3) To take, hold, own, deal in, mortgage or otherwise lien, and to
          lease, sell, exchange, transfer, or in any manner whatever dispose of
          property, real, personal or mixed, wherever situated.

          (4) To enter into, make, perform and carry out contracts of every kind
          with any person, firm, association or corporation, and, without limit
          as to amount, to draw, make, accept, endorse, discount, execute and
          issue promissory notes, drafts, bills of exchange, warrants, bonds,
          debentures, and other negotiable or transferable instruments.

          (5) To have one or more offices, to carry on all or any of its
          operations and businesses, without restriction to the same extent as
          natural persons might or could do, to purchase or otherwise acquire,
          to hold, own, to mortgage, sell, convey or otherwise dispose of, real
          and personal property, of every class and description, in any State,
          District, Territory or Colony of the United States, and in any foreign
          country or place.

          (6) It is the intention that the objects, purposes and powers
          specified and clauses contained in this paragraph shall (except where
          otherwise expressed in said paragraph) be nowise limited or restricted
          by reference to or inference from the terms of any other clause of
          this or any other paragraph in this charter, but that the objects,
          purposes and powers specified in each of the clauses of this paragraph
          shall be regarded as independent objects, purposes and powers.

     FOURTH: - (a) The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is forty-one million (41,000,000)
     shares, consisting of:

          (1) One million (1,000,000) shares of Preferred stock, par value
          $10.00 per share (hereinafter referred to as "Preferred Stock"); and

          (2) Forty million (40,000,000) shares of Common Stock, par value $1.00
          per share (hereinafter referred to as "Common Stock").

     (b) Shares of Preferred Stock may be issued from time to time in one or
     more series as may from time


                                       3



     to time be determined by the Board of Directors each of said series to be
     distinctly designated. All shares of any one series of Preferred Stock
     shall be alike in every particular, except that there may be different
     dates from which dividends, if any, thereon shall be cumulative, if made
     cumulative. The voting powers and the preferences and relative,
     participating, optional and other special rights of each such series, and
     the qualifications, limitations or restrictions thereof, if any, may differ
     from those of any and all other series at any time outstanding; and,
     subject to the provisions of subparagraph 1 of Paragraph (c) of this
     Article FOURTH, the Board of Directors of the Corporation is hereby
     expressly granted authority to fix by resolution or resolutions adopted
     prior to the issuance of any shares of a particular series of Preferred
     Stock, the voting powers and the designations, preferences and relative,
     optional and other special rights, and the qualifications, limitations and
     restrictions of such series, including, but without limiting the generality
     of the foregoing, the following:

          (1) The distinctive designation of, and the number of shares of
          Preferred Stock which shall constitute such series, which number may
          be increased (except where otherwise provided by the Board of
          Directors) or decreased (but not below the number of shares thereof
          then outstanding) from time to time by like action of the Board of
          Directors;

          (2) The rate and times at which, and the terms and conditions on
          which, dividends, if any, on Preferred Stock of such series shall be
          paid, the extent of the preference or relation, if any, of such
          dividends to the dividends payable on any other class or classes, or
          series of the same or other class of stock and whether such dividends
          shall be cumulative or non-cumulative;

          (3) The right, if any, of the holders of Preferred Stock of such
          series to convert the same into or exchange the same for, shares of
          any other class or classes or of any series of the same or any other
          class or classes of stock of the Corporation and the terms and
          conditions of such conversion or exchange;

          (4) Whether or not Preferred Stock of such series shall be subject to
          redemption, and the redemption price or prices and the time or times
          at which, and the terms and conditions on which, Preferred Stock of
          such series may be redeemed.

          (5) The rights, if any, of the holders of Preferred Stock of such
          series upon the voluntary or involuntary liquidation, merger,
          consolidation, distribution or sale of assets, dissolution or
          winding-up, of the Corporation.

          (6) The terms of the sinking fund or redemption or purchase account,
          if any, to be provided for the Preferred Stock of such series; and

          (7) The voting powers, if any, of the holders of such series of
          Preferred Stock which may, without limiting the generality of the
          foregoing include the right, voting as a series or by itself or
          together with other series of Preferred Stock or all series of
          Preferred Stock as a class, to elect one or more directors of the
          Corporation if there shall have been a default in the payment of
          dividends on any one or more series of Preferred Stock or under such
          circumstances and on such conditions as the Board of Directors may
          determine.

     (c) (1) After the requirements with respect to preferential dividends on
     the Preferred Stock (fixed in accordance with the provisions of section (b)
     of this Article FOURTH), if any, shall have been met and after the
     Corporation shall have complied with all the requirements, if any, with
     respect to the setting aside of sums as sinking funds or redemption or
     purchase accounts (fixed in accordance with the provisions of section (b)
     of this Article FOURTH), and subject further to any conditions which may be
     fixed in accordance with the provisions of section (b) of this Article
     FOURTH, then and not otherwise the holders of Common Stock shall be
     entitled to receive such dividends as may be declared from time to time by
     the Board of Directors.


                                       4



          (2) After distribution in full of the preferential amount, if any,
          (fixed in accordance with the provisions of section (b) of this
          Article FOURTH), to be distributed to the holders of Preferred Stock
          in the event of voluntary or involuntary liquidation, distribution or
          sale of assets, dissolution or winding-up, of the Corporation, the
          holders of the Common Stock shall be entitled to receive all of the
          remaining assets of the Corporation, tangible and intangible, of
          whatever kind available for distribution to stockholders ratably in
          proportion to the number of shares of Common Stock held by them
          respectively.

          (3) Except as may otherwise be required by law or by the provisions of
          such resolution or resolutions as may be adopted by the Board of
          Directors pursuant to section (b) of this Article FOURTH, each holder
          of Common Stock shall have one vote in respect of each share of Common
          Stock held on all matters voted upon by the stockholders.

     (d) No holder of any of the shares of any class or series of stock or of
     options, warrants or other rights to purchase shares of any class or series
     of stock or of other securities of the Corporation shall have any
     preemptive right to purchase or subscribe for any unissued stock of any
     class or series or any additional shares of any class or series to be
     issued by reason of any increase of the authorized capital stock of the
     Corporation of any class or series, or bonds, certificates of indebtedness,
     debentures or other securities convertible into or exchangeable for stock
     of the Corporation of any class or series, or carrying any right to
     purchase stock of any class or series, but any such unissued stock,
     additional authorized issue of shares of any class or series of stock or
     securities convertible into or exchangeable for stock, or carrying any
     right to purchase stock, may be issued and disposed of pursuant to
     resolution of the Board of Directors to such persons, firms, corporations
     or associations, whether such holders or others, and upon such terms as may
     be deemed advisable by the Board of Directors in the exercise of its sole
     discretion.

     (e) The relative powers, preferences and rights of each series of Preferred
     Stock in relation to the relative powers, preferences and rights of each
     other series of Preferred Stock shall, in each case, be as fixed from time
     to time by the Board of Directors in the resolution or resolutions adopted
     pursuant to authority granted in section (b) of this Article FOURTH and the
     consent, by class or series vote or otherwise, of the holders of such of
     the series of Preferred Stock as are from time to time outstanding shall
     not be required for the issuance by the Board of Directors of any other
     series of Preferred Stock whether or not the powers, preferences and rights
     of such other series shall be fixed by the Board of Directors as senior to,
     or on a parity with, the powers, preferences and rights of such outstanding
     series, or any of them; provided, however, that the Board of Directors may
     provide in the resolution or resolutions as to any series of Preferred
     Stock adopted pursuant to section (b) of this Article FOURTH that the
     consent of the holders of a majority (or such greater proportion as shall
     be therein fixed) of the outstanding shares of such series voting thereon
     shall be required for the issuance of any or all other series of Preferred
     Stock.

     (f) Subject to the provisions of section (e), shares of any series of
     Preferred Stock may be issued from time to time as the Board of Directors
     of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

     (g) Shares of Common Stock may be issued from time to time as the Board of
     Directors of the Corporation shall determine and on such terms and for such
     consideration as shall be fixed by the Board of Directors.

     (h) The authorized amount of shares of Common Stock and of Preferred Stock
     may, without a class or series vote, be increased or decreased from time to
     time by the affirmative vote of the holders of a majority of the stock of
     the Corporation entitled to vote thereon.

     FIFTH: - (a) The business and affairs of the Corporation shall be conducted
     and managed by a Board of


                                       5



     Directors. The number of directors constituting the entire Board shall be
     not less than five nor more than twenty-five as fixed from time to time by
     vote of a majority of the whole Board, provided, however, that the number
     of directors shall not be reduced so as to shorten the term of any director
     at the time in office, and provided further, that the number of directors
     constituting the whole Board shall be twenty-four until otherwise fixed by
     a majority of the whole Board.

     (b) The Board of Directors shall be divided into three classes, as nearly
     equal in number as the then total number of directors constituting the
     whole Board permits, with the term of office of one class expiring each
     year. At the annual meeting of stockholders in 1982, directors of the first
     class shall be elected to hold office for a term expiring at the next
     succeeding annual meeting, directors of the second class shall be elected
     to hold office for a term expiring at the second succeeding annual meeting
     and directors of the third class shall be elected to hold office for a term
     expiring at the third succeeding annual meeting. Any vacancies in the Board
     of Directors for any reason, and any newly created directorships resulting
     from any increase in the directors, may be filled by the Board of
     Directors, acting by a majority of the directors then in office, although
     less than a quorum, and any directors so chosen shall hold office until the
     next annual election of directors. At such election, the stockholders shall
     elect a successor to such director to hold office until the next election
     of the class for which such director shall have been chosen and until his
     successor shall be elected and qualified. No decrease in the number of
     directors shall shorten the term of any incumbent director.

     (c) Notwithstanding any other provisions of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and notwithstanding the
     fact that some lesser percentage may be specified by law, this Charter or
     Act of Incorporation or the By-Laws of the Corporation), any director or
     the entire Board of Directors of the Corporation may be removed at any time
     without cause, but only by the affirmative vote of the holders of
     two-thirds or more of the outstanding shares of capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) cast at a meeting of the
     stockholders called for that purpose.

     (d) Nominations for the election of directors may be made by the Board of
     Directors or by any stockholder entitled to vote for the election of
     directors. Such nominations shall be made by notice in writing, delivered
     or mailed by first class United States mail, postage prepaid, to the
     Secretary of the Corporation not less than 14 days nor more than 50 days
     prior to any meeting of the stockholders called for the election of
     directors; provided, however, that if less than 21 days' notice of the
     meeting is given to stockholders, such written notice shall be delivered or
     mailed, as prescribed, to the Secretary of the Corporation not later than
     the close of the seventh day following the day on which notice of the
     meeting was mailed to stockholders. Notice of nominations which are
     proposed by the Board of Directors shall be given by the Chairman on behalf
     of the Board.

     (e) Each notice under subsection (d) shall set forth (i) the name, age,
     business address and, if known, residence address of each nominee proposed
     in such notice, (ii) the principal occupation or employment of such nominee
     and (iii) the number of shares of stock of the Corporation which are
     beneficially owned by each such nominee.

     (f) The Chairman of the meeting may, if the facts warrant, determine and
     declare to the meeting that a nomination was not made in accordance with
     the foregoing procedure, and if he should so determine, he shall so declare
     to the meeting and the defective nomination shall be disregarded.

     (g) No action required to be taken or which may be taken at any annual or
     special meeting of stockholders of the Corporation may be taken without a
     meeting, and the power of stockholders to consent in writing, without a
     meeting, to the taking of any action is specifically denied.

     SIXTH: - The Directors shall choose such officers, agents and servants as
     may be provided in the By-Laws as they may from time to time find necessary
     or proper.


                                       6



     SEVENTH: - The Corporation hereby created is hereby given the same powers,
     rights and privileges as may be conferred upon corporations organized under
     the Act entitled "An Act Providing a General Corporation Law", approved
     March 10, 1899, as from time to time amended.

     EIGHTH: - This Act shall be deemed and taken to be a private Act.

     NINTH: - This Corporation is to have perpetual existence.

     TENTH: - The Board of Directors, by resolution passed by a majority of the
     whole Board, may designate any of their number to constitute an Executive
     Committee, which Committee, to the extent provided in said resolution, or
     in the By-Laws of the Company, shall have and may exercise all of the
     powers of the Board of Directors in the management of the business and
     affairs of the Corporation, and shall have power to authorize the seal of
     the Corporation to be affixed to all papers which may require it.

     ELEVENTH: - The private property of the stockholders shall not be liable
     for the payment of corporate debts to any extent whatever.

     TWELFTH: - The Corporation may transact business in any part of the world.

     THIRTEENTH: - The Board of Directors of the Corporation is expressly
     authorized to make, alter or repeal the By-Laws of the Corporation by a
     vote of the majority of the entire Board. The stockholders may make, alter
     or repeal any By-Law whether or not adopted by them, provided however, that
     any such additional By-Laws, alterations or repeal may be adopted only by
     the affirmative vote of the holders of two-thirds or more of the
     outstanding shares of capital stock of the Corporation entitled to vote
     generally in the election of directors (considered for this purpose as one
     class).

     FOURTEENTH: - Meetings of the Directors may be held outside of the State of
     Delaware at such places as may be from time to time designated by the
     Board, and the Directors may keep the books of the Company outside of the
     State of Delaware at such places as may be from time to time designated by
     them.

     FIFTEENTH: - (a) (1) In addition to any affirmative vote required by law,
     and except as otherwise expressly provided in sections (b) and (c) of this
     Article FIFTEENTH:

          (A) any merger or consolidation of the Corporation or any Subsidiary
          (as hereinafter defined) with or into (i) any Interested Stockholder
          (as hereinafter defined) or (ii) any other corporation (whether or not
          itself an Interested Stockholder), which, after such merger or
          consolidation, would be an Affiliate (as hereinafter defined) of an
          Interested Stockholder, or

          (B) any sale, lease, exchange, mortgage, pledge, transfer or other
          disposition (in one transaction or a series of related transactions)
          to or with any Interested Stockholder or any Affiliate of any
          Interested Stockholder of any assets of the Corporation or any
          Subsidiary having an aggregate fair market value of $1,000,000 or
          more, or

          (C) the issuance or transfer by the Corporation or any Subsidiary (in
          one transaction or a series of related transactions) of any securities
          of the Corporation or any Subsidiary to any Interested Stockholder or
          any Affiliate of any Interested Stockholder in exchange for cash,
          securities or other property (or a combination thereof) having an
          aggregate fair market value of $1,000,000 or more, or

          (D) the adoption of any plan or proposal for the liquidation or
          dissolution of the Corporation, or


                                       7



          (E) any reclassification of securities (including any reverse stock
          split), or recapitalization of the Corporation, or any merger or
          consolidation of the Corporation with any of its Subsidiaries or any
          similar transaction (whether or not with or into or otherwise
          involving an Interested Stockholder) which has the effect, directly or
          indirectly, of increasing the proportionate share of the outstanding
          shares of any class of equity or convertible securities of the
          Corporation or any Subsidiary which is directly or indirectly owned by
          any Interested Stockholder, or any Affiliate of any Interested
          Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

               (2) The term "business combination" as used in this Article
               FIFTEENTH shall mean any transaction which is referred to in any
               one or more of clauses (A) through (E) of paragraph 1 of the
               section (a).

          (b) The provisions of section (a) of this Article FIFTEENTH shall not
          be applicable to any particular business combination and such business
          combination shall require only such affirmative vote as is required by
          law and any other provisions of the Charter or Act of Incorporation or
          By-Laws if such business combination has been approved by a majority
          of the whole Board.

          (c) For the purposes of this Article FIFTEENTH:

     (1) A "person" shall mean any individual, firm, corporation or other
     entity.

     (2) "Interested Stockholder" shall mean, in respect of any business
     combination, any person (other than the Corporation or any Subsidiary) who
     or which as of the record date for the determination of stockholders
     entitled to notice of and to vote on such business combination, or
     immediately prior to the consummation of any such transaction:

          (A) is the beneficial owner, directly or indirectly, of more than 10%
          of the Voting Shares, or

          (B) is an Affiliate of the Corporation and at any time within two
          years prior thereto was the beneficial owner, directly or indirectly,
          of not less than 10% of the then outstanding voting Shares, or

          (C) is an assignee of or has otherwise succeeded in any share of
          capital stock of the Corporation which were at any time within two
          years prior thereto beneficially owned by any Interested Stockholder,
          and such assignment or succession shall have occurred in the course of
          a transaction or series of transactions not involving a public
          offering within the meaning of the Securities Act of 1933.

     (3) A person shall be the "beneficial owner" of any Voting Shares:

          (A) which such person or any of its Affiliates and Associates (as
          hereafter defined) beneficially own, directly or indirectly, or

          (B) which such person or any of its Affiliates or Associates has (i)
          the right to acquire (whether such right is exercisable immediately or
          only after the passage of time), pursuant to any agreement,
          arrangement or understanding or upon the exercise of conversion
          rights, exchange


                                       8



          rights, warrants or options, or otherwise, or (ii) the right to vote
          pursuant to any agreement, arrangement or understanding, or

          (C) which are beneficially owned, directly or indirectly, by any other
          person with which such first mentioned person or any of its Affiliates
          or Associates has any agreement, arrangement or understanding for the
          purpose of acquiring, holding, voting or disposing of any shares of
          capital stock of the Corporation.

     (4) The outstanding Voting Shares shall include shares deemed owned through
     application of paragraph (3) above but shall not include any other Voting
     Shares which may be issuable pursuant to any agreement, or upon exercise of
     conversion rights, warrants or options or otherwise.

     (5) "Affiliate" and "Associate" shall have the respective meanings given
     those terms in Rule 12b-2 of the General Rules and Regulations under the
     Securities Exchange Act of 1934, as in effect on December 31, 1981.

     (6) "Subsidiary" shall mean any corporation of which a majority of any
     class of equity security (as defined in Rule 3a11-1 of the General Rules
     and Regulations under the Securities Exchange Act of 1934, as in effect on
     December 31, 1981) is owned, directly or indirectly, by the Corporation;
     provided, however, that for the purposes of the definition of Investment
     Stockholder set forth in paragraph (2) of this section (c), the term
     "Subsidiary" shall mean only a corporation of which a majority of each
     class of equity security is owned, directly or indirectly, by the
     Corporation.

          (d) majority of the directors shall have the power and duty to
          determine for the purposes of this Article FIFTEENTH on the basis of
          information known to them, (1) the number of Voting Shares
          beneficially owned by any person (2) whether a person is an Affiliate
          or Associate of another, (3) whether a person has an agreement,
          arrangement or understanding with another as to the matters referred
          to in paragraph (3) of section (c), or (4) whether the assets subject
          to any business combination or the consideration received for the
          issuance or transfer of securities by the Corporation, or any
          Subsidiary has an aggregate fair market value of $1,000,000 or more.

          (e) Nothing contained in this Article FIFTEENTH shall be construed to
          relieve any Interested Stockholder from any fiduciary obligation
          imposed by law.

     SIXTEENTH: Notwithstanding any other provision of this Charter or Act of
     Incorporation or the By-Laws of the Corporation (and in addition to any
     other vote that may be required by law, this Charter or Act of
     Incorporation by the By-Laws), the affirmative vote of the holders of at
     least two-thirds of the outstanding shares of the capital stock of the
     Corporation entitled to vote generally in the election of directors
     (considered for this purpose as one class) shall be required to amend,
     alter or repeal any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or
     SIXTEENTH of this Charter or Act of Incorporation.

     SEVENTEENTH: (a) a Director of this Corporation shall not be liable to the
     Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a Director, except to the extent such exemption from
     liability or limitation thereof is not permitted under the Delaware General
     Corporation Laws as the same exists or may hereafter be amended.

          (b) Any repeal or modification of the foregoing paragraph shall not
          adversely affect any right or protection of a Director of the
          Corporation existing hereunder with respect to any act or omission
          occurring prior to the time of such repeal or modification."


                                       9



                                    EXHIBIT 4

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON DECEMBER 16, 2004



                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE 1
                             STOCKHOLDERS' MEETINGS

     Section 1. Annual Meeting. The annual meeting of stockholders shall be held
on the third Thursday in April each year at the principal office at the Company
or at such other date, time or place as may be designated by resolution by the
Board of Directors.

     Section 2. Special Meetings. Special meetings of stockholders may be called
at any time by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President.

     Section 3. Notice. Notice of all meetings of the stockholders shall be
given by mailing to each stockholder at least ten (10) days before said meeting,
at his last known address, a written or printed notice fixing the time and place
of such meeting.

     Section 4. Quorum. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a smaller number of shares may adjourn from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                    ARTICLE 2
                                    DIRECTORS

     Section 1. Management. The affairs and business of the Company shall be
managed by or under the direction of the Board of Directors.

     Section 2. Number. The authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board of Directors within the parameters
set by the Charter of the Company. No more than two directors may also be
employees of the Company or any affiliate thereof.

     Section 3. Qualification. In addition to any other provisions of these
Bylaws, to be qualified for nomination for election or appointment to the Board
of Directors, a person must have not attained the age of sixty-nine years at the
time of such election or appointment, provided however, the Nominating and
Corporate Governance Committee may waive such qualification as to a particular
candidate otherwise qualified to serve as a director upon a good faith
determination by such committee that such a waiver is in the best interests of
the Company and its stockholders. The Chairman of the Board and the Chief
Executive Officer shall not be qualified to continue to serve as directors upon
the termination of their service in those offices for any reason.



     Section 4. Meetings. The Board of Directors shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Board of Directors, the Chief Executive Officer or the President.

     Section 5. Special Meetings. Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board, the Chief Executive Officer
or the President, and shall be called upon the written request of a majority of
the directors.

     Section 6. Quorum. A majority of the directors elected and qualified shall
be necessary to constitute a quorum for the transaction of business at any
meeting of the Board of Directors.

     Section 7. Notice. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

     Section 8. Vacancies. In the event of the death, resignation, removal,
inability to act or disqualification of any director, the Board of Directors,
although less than a quorum, shall have the right to elect the successor who
shall hold office for the remainder of the full term of the class of directors
in which the vacancy occurred, and until such director's successor shall have
been duly elected and qualified.

     Section 9. Organization Meeting. The Board of Directors at its first
meeting after its election by the stockholders shall appoint an Audit Committee,
a Compensation Committee and a Nominating and Corporate Governance Committee,
and shall elect from its own members a Chairman of the Board, a Chief Executive
Officer and a President, who may be the same person. The Board of Directors
shall also elect at such meeting a Secretary and a Chief Financial Officer, who
may be the same person, and may appoint at any time such committees as it may
deem advisable. The Board of Directors may also elect at such meeting one or
more Associate Directors. The Board of Directors, or a committee designated by
the Board of Directors may elect or appoint such other officers as they may deem
advisable.

     Section 10. Removal. The Board of Directors may at any time remove, with or
without cause, any member of any committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

     Section 11. Responsibility of Officers. The Board of Directors may
designate an officer to be in charge of such departments or divisions of the
Company as it may deem advisable.

     Section 12. Participation in Meetings. The Board of Directors or any
committee of the Board of Directors may participate in a meeting of the Board of
Directors or such committee, as the case may be, by conference telephone, video
facilities or other communications equipment. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if all of the members of the Board of Directors
or the committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the Board of Directors or such
committee.



                                    ARTICLE 3
                      COMMITTEES OF THE BOARD OF DIRECTORS

     Section 1. Audit Committee.

          (A) The Audit Committee shall be composed of not more than five (5)
members, who shall be selected by the Board of Directors from its own members,
none of whom shall be an officer or employee of the Company, and shall hold
office at the pleasure of the Board.

          (B) The Audit Committee shall have general supervision over the Audit
Services Division in all matters however subject to the approval of the Board of
Directors; it shall consider all matters brought to its attention by the officer
in charge of the Audit Services Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor employed
for that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

          (C) The Audit Committee shall meet whenever and wherever its
Chairperson, the Chairman of the Board, the Chief Executive Officer, the
President or a majority of the Committee's members shall deem it to be proper
for the transaction of its business. A majority of the Committee's members shall
constitute a quorum for the transaction of business. The acts of the majority at
a meeting at which a quorum is present shall constitute action by the Committee.

     Section 2. Compensation Committee.

          (A) The Compensation Committee shall be composed of not more than five
(5) members, who shall be selected by the Board of Directors from its own
members, none of whom shall be an officer or employee of the Company, and shall
hold office at the pleasure of the Board of Directors.

          (B) The Compensation Committee shall in general advise upon all
matters of policy concerning compensation, including salaries and employee
benefits.

          (C) The Compensation Committee shall meet whenever and wherever its
Chairperson, the Chairman of the Board, the Chief Executive Officer, the
President or a majority of the Committee's members shall deem it to be proper
for the transaction of its business. A majority of the Committee's members shall
constitute a quorum for the transaction of business. The acts of the majority at
a meeting at which a quorum is present shall constitute action by the Committee.

     SECTION 3. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE.

          (A) The Nominating and Corporate Governance Committee shall be
composed of not more than five members, who shall be selected by the Board of
Directors from its own members, none of whom shall be an officer or employee of
the Company, and shall hold office at the pleasure of the Board of Directors.

          (B) The Nominating and Corporate Governance Committee shall provide
counsel and make recommendations to the Chairman of the Board and the full Board
with respect to the performance of the Chairman



of the Board and the Chief Executive Officer, candidates for membership on the
Board of Directors and its committees, matters of corporate governance,
succession planning for the Company's executive management and significant
shareholder relations issues.

          (C) The Nominating and Corporate Governance Committee shall meet
whenever and wherever its Chairperson, the Chairman of the Board, the Chief
Executive Officer, the President, or a majority of the Committee's members shall
deem it to be proper for the transaction of its business. A majority of the
Committee's members shall constitute a quorum for the transaction of business.
The acts of the majority at a meeting at which a quorum is present shall
constitute action by the Committee.

     Section 4. Other Committees. The Company may have such other committees
with such powers as the Board may designate from time to time by resolution or
by an amendment to these Bylaws.

     Section 5. Associate Directors.

          (A) Any person who has served as a director may be elected by the
Board of Directors as an associate director, to serve at the pleasure of the
Board of Directors.

          (B) Associate directors shall be entitled to attend all meetings of
directors and participate in the discussion of all matters brought to the Board
of Directors, but will not have a right to vote.

     Section 6. Absence or Disqualification of Any Member of a Committee. In the
absence or disqualification of any member of any committee created under Article
III of these Bylaws, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

                                    ARTICLE 4
                                    OFFICERS

     Section 1. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board of Directors and shall have such further authority
and powers and shall perform such duties the Board of Directors may assign to
him from time to time.

     Section 2. Chief Executive Officer. The Chief Executive Officer shall have
the powers and duties pertaining to the office of Chief Executive Officer
conferred or imposed upon him by statute, incident to his office or as the Board
of Directors may assign to him from time to time. In the absence of the Chairman
of the Board, the Chief Executive Officer shall have the powers and duties of
the Chairman of the Board.

     Section 3. President. The President shall have the powers and duties
pertaining to the office of the President conferred or imposed upon him by
statute, incident to his office or as the Board of Directors may assign to him
from time to time. In the absence of the Chairman of the Board and the Chief
Executive Officer, the President shall have the powers and duties of the
Chairman of the Board.

     Section 4. Duties. The Chairman of the Board, the Chief Executive Officer
or the President, as designated by the Board of Directors, shall carry into
effect all legal directions of



the Board of Directors and shall at all times exercise general supervision over
the interest, affairs and operations of the Company and perform all duties
incident to his office.

     Section 5. Vice Presidents. There may be one or more Vice Presidents,
however denominated by the Board of Directors, who may at any time perform all
of the duties of the Chairman of the Board, the Chief Executive Officer and/or
the President and such other powers and duties incident to their respective
offices or as the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President or the officer in charge of the department or
division to which they are assigned may assign to them from time to time.

     Section 6. Secretary. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
committees thereof, to the keeping of accurate minutes of all such meetings,
recording the same in the minute books of the Company and in general notifying
the Board of Directors of material matters affecting the Company on a timely
basis. In addition to the other notice requirements of these Bylaws and as may
be practicable under the circumstances, all such notices shall be in writing and
mailed well in advance of the scheduled date of any such meeting. He shall have
custody of the corporate seal, affix the same to any documents requiring such
corporate seal, attest the same and perform other duties incident to his office.

     Section 7. Chief Financial Officer. The Chief Financial Officer shall have
general supervision over all assets and liabilities of the Company. He shall be
custodian of and responsible for all monies, funds and valuables of the Company
and for the keeping of proper records of the evidence of property or
indebtedness and of all transactions of the Company. He shall have general
supervision of the expenditures of the Company and periodically shall report to
the Board of Directors the condition of the Company, and perform such other
duties incident to his office or as the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President may assign to him from time
to time.

     Section 8. Controller. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors or the Audit Committee at appropriate
times a report relating to the general condition and internal operations of the
Company and perform other duties incident to his office.

     There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

     Section 9. Audit Officers. The officer designated by the Board of Directors
to be in charge of the Audit Services Division of the Company, with such title
as the Board of Directors shall prescribe, shall report to and be directly
responsible to the Audit Committee and the Board of Directors.

     There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Services
Division.



     Section 10. Other Officers. There may be one or more officers, subordinate
in rank to all Vice Presidents with such functional titles as shall be
determined from time to time by the Board of Directors, who shall ex officio
hold the office of Assistant Secretary of the Company and who may perform such
duties as may be prescribed by the officer in charge of the department or
division to which they are assigned.

     Section 11. Powers and Duties of Other Officers. The powers and duties of
all other officers of the Company shall be those usually pertaining to their
respective offices, subject to the direction of the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President and the
officer in charge of the department or division to which they are assigned.

     Section 12. Number of Offices. Any one or more offices of the Company may
be held by the same person, except that (A) no individual may hold more than one
of the offices of Chief Financial Officer, Controller or Audit Officer and (B)
none of the Chairman of the Board, the Chief Executive Officer or the President
may hold any office mentioned in Section 12(A).

                                    ARTICLE 5
                          STOCK AND STOCK CERTIFICATES

     Section 1. Transfer. Shares of stock shall be transferable on the books of
the Company and a transfer book shall be kept in which all transfers of stock
shall be recorded.

     Section 2. Certificates. Every holder of stock shall be entitled to have a
certificate signed by or in the name of the Company by the Chairman of the
Board, the Chief Executive Officer or the President or a Vice President, and by
the Secretary or an Assistant Secretary, of the Company, certifying the number
of shares owned by him in the Company. The corporate seal affixed thereto, and
any of or all the signatures on the certificate, may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Company with the same effect as if he were such officer, transfer agent
or registrar at the date of issue. Duplicate certificates of stock shall be
issued only upon giving such security as may be satisfactory to the Board of
Directors.

     Section 3. Record Date. The Board of Directors is authorized to fix in
advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment of
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days preceding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.



                                    ARTICLE 6
                                      SEAL

     The corporate seal of the Company shall be in the following form:

          Between two concentric circles the words "Wilmington Trust Company"
          within the inner circle the words "Wilmington, Delaware."

                                    ARTICLE 7
                                   FISCAL YEAR

     The fiscal year of the Company shall be the calendar year.

                                    ARTICLE 8
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

     The Chairman of the Board, the Chief Executive Officer, the President or
any Vice President, however denominated by the Board of Directors, shall have
full power and authority to enter into, make, sign, execute, acknowledge and/or
deliver and the Secretary or any Assistant Secretary shall have full power and
authority to attest and affix the corporate seal of the Company to any and all
deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors, and any and all such instruments
shall have the same force and validity as though expressly authorized by the
Board of Directors.

                                    ARTICLE 9
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

     Directors and associate directors of the Company, other than salaried
officers of the Company, shall be paid such reasonable honoraria or fees for
attending meetings of the Board of Directors as the Board of Directors may from
time to time determine. Directors and associate directors who serve as members
of committees, other than salaried employees of the Company, shall be paid such
reasonable honoraria or fees for services as members of committees as the Board
of Directors shall from time to time determine and directors and associate
directors may be authorized by the Company to perform such special services as
the Board of Directors may from time to time determine in accordance with any
guidelines the Board of Directors may adopt for such services, and shall be paid
for such special services so performed reasonable compensation as may be
determined by the Board of Directors.

                                   ARTICLE 10



                                 INDEMNIFICATION

     Section 1. Persons Covered. The Company shall indemnify and hold harmless,
to the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director or associate director of the Company, a member of an advisory board
the Board of Directors of the Company or any of its subsidiaries may appoint
from time to time or is or was serving at the request of the Company as a
director, officer, employee, fiduciary or agent of another corporation,
partnership, limited liability company, joint venture, trust, enterprise or
non-profit entity that is not a subsidiary or affiliate of the Company,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses reasonably incurred by such person. The Company
shall be required to indemnify such a person in connection with a proceeding
initiated by such person only if the proceeding was authorized by the Board of
Directors.

     The Company may indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
any person who was or is made or threatened to be made a party or is otherwise
involved in any proceeding by reason of the fact that he, or a person for whom
he is the legal representative, is or was an officer, employee or agent of the
Company or a director, officer, employee or agent of a subsidiary or affiliate
of the Company, against all liability and loss suffered and expenses reasonably
incurred by such person. The Company may indemnify any such person in connection
with a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors.

     Section 2. Advance of Expenses. The Company shall pay the expenses incurred
in defending any proceeding involving a person who is or may be indemnified
pursuant to Section 1 in advance of its final disposition, provided, however,
that the payment of expenses incurred by such a person in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by that person to repay all amounts advanced if it should be ultimately
determined that the person is not entitled to be indemnified under this Article
10 or otherwise.

     Section 3. Certain Rights. If a claim under this Article 10 for (A) payment
of expenses or (B) indemnification by a director, associate director, member of
an advisory board the Board of Directors of the Company or any of its
subsidiaries may appoint from time to time or a person who is or was serving at
the request of the Company as a director, officer, employee, fiduciary or agent
of another corporation, partnership, limited liability company, joint venture,
trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of
the Company, including service with respect to employee benefit plans, is not
paid in full within sixty days after a written claim therefor has been received
by the Company, the claimant may file suit to recover the unpaid amount of such
claim and, if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action, the Company shall have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.



     Section 4. Non-Exclusive. The rights conferred on any person by this
Article 10 shall not be exclusive of any other rights which such person may have
or hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.

     Section 5. Reduction of Amount. The Company's obligation, if any, to
indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or nonprofit entity.

     Section 6. Effect of Modification. Any amendment, repeal or modification of
the foregoing provisions of this Article 10 shall not adversely affect any right
or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such amendment, repeal or modification.

                                   ARTICLE 11
                            AMENDMENTS TO THE BYLAWS

     These Bylaws may be altered, amended or repealed, in whole or in part, and
any new Bylaw or Bylaws adopted at any regular or special meeting of the Board
of Directors by a vote of a majority of all the members of the Board of
Directors then in office.

                                   ARTICLE 12
                                  MISCELLANEOUS

     Whenever used in these Bylaws, the singular shall include the plural, the
plural shall include the singular unless the context requires otherwise and the
use of either gender shall include both genders.


                                    EXHIBIT 6

                             SECTION 321(B) CONSENT

     Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended,
Wilmington Trust Company hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.

                                        WILMINGTON TRUST COMPANY


Dated: June __, 2006                    By: /s/
                                            ------------------------------------
                                        Name: Patricia A. Evans
                                        Title: Vice President



                                    EXHIBIT 7

                                     NOTICE

          This form is intended to assist state nonmember banks and savings
          banks with state publication requirements. It has not been approved by
          any state banking authorities. Refer to your appropriate state banking
          authorities for your state publication requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

     WILMINGTON TRUST COMPANY of WILMINGTON
           Name of Bank             City

in the State of DELAWARE, at the close of business on December 31, 2005.



                                                                         Thousands
                                                                             of
                                                                          dollars
                                                                         ---------
                                                                      
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coins ...............     242,974
   Interest-bearing balances .........................................           0
Held-to-maturity securities ..........................................       2,263
Available-for-sale securities ........................................   1,544,051
Federal funds sold in domestic offices ...............................     310,739
Securities purchased under agreements to resell ......................      14,128
Loans and lease financing receivables:
   Loans and leases held for sale ....................................           0
   Loans and leases, net of unearned income ..........................   6,799,976
   LESS: Allowance for loan and lease losses .........................      82,655
   Loans and leases, net of unearned income, allowance, and reserve ..   6,717,321
Assets held in trading accounts ......................................           0
Premises and fixed assets (including capitalized leases) .............     135,853
Other real estate owned ..............................................         199
Investments in unconsolidated subsidiaries and associated companies ..       2,545
Customers' liability to this bank on acceptances outstanding .........           0
Intangible assets:
   a. Goodwill .......................................................       1,923
   b. Other intangible assets ........................................       6,600
Other assets .........................................................     207,442
Total assets .........................................................   9,186,038


                                                          CONTINUED ON NEXT PAGE



                                                                      
LIABILITIES
Deposits:
In domestic offices ..................................................   7,081,644
   Noninterest-bearing ...............................................     988,301
   Interest-bearing ..................................................   6,093,343
Federal funds purchased in domestic offices ..........................     454,938
Securities sold under agreements to repurchase .......................     364,013
Trading liabilities (from Schedule RC-D) .............................           0
Other borrowed money (includes mortgage indebtedness and
   obligations under capitalized leases: .............................     396,467
Bank's liability on acceptances executed and outstanding .............           0
Subordinated notes and debentures ....................................           0
Other liabilities (from Schedule RC-G) ...............................     125,938
Total liabilities ....................................................   8,423,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus ........................           0
Common Stock .........................................................         500
Surplus (exclude all surplus related to preferred stock) .............     112,358
a. Retained earnings .................................................     668,545
b. Accumulated other comprehensive income ............................     (18,365)
Total equity capital .................................................     763,038
Total liabilities, limited-life preferred stock, and equity capital ..   9,186,038




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