Table of Contents

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)

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

						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.

---

Table of Contents

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.

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.

---

 

		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

i

---

Table of Contents

1

---

Table of Contents

2

---

Table of Contents

3

---

Table of Contents

4

---

Table of Contents

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

9

---

Table of Contents

10

---

Table of Contents

11

---

Table of Contents

12

---

Table of Contents

13

---

Table of Contents

14

---

Table of Contents

15

---

Table of Contents

	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.

	•	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.

	We compete with other family vacation travel destinations and resorts.

16

---

Table of Contents

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

	We have identified certain material weaknesses in our internal controls.

17

---

Table of Contents

	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.

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

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

	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.

18

---

Table of Contents

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

	Changes in consumer spending habits may affect 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.

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

19

---

Table of Contents

	•	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.

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

	We will 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.

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

20

---

Table of Contents

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

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

21

---

Table of Contents

	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.

	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.

22

---

Table of Contents

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

23

---

Table of Contents

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

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

	•	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.

24

---

Table of Contents

	Certain of our insiders exercise considerable influence over the company.

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

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

25

---

Table of Contents

	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.

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

26

---

Table of Contents

	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.

	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.

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

27

---

Table of Contents

	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.

	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.

28

---

Table of Contents

	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.

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

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

	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.

	•	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.

29

---

Table of Contents

30

---

Table of Contents

	•	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.

	•	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).

31

---

Table of Contents

	•	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.

32

---

Table of Contents

33

---

Table of Contents

34

---

Table of Contents

		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

	•	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.

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

35

---

Table of Contents

	•	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.

				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			$

36

---

Table of Contents

	CNL Joint Venture

37

---

Table of Contents

																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.

38

---

Table of Contents

39

---

Table of Contents

	•	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.

40

---

Table of Contents

	•	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.

	Great Wolf Lodge of Wisconsin Dells, Wisconsin

	Great Wolf Lodge of Sandusky, Ohio

41

---

Table of Contents

	Great Wolf Lodge of Traverse City, Michigan

	Great Wolf Lodge of Kansas City, Kansas

	Blue Harbor Resort of Sheboygan, Wisconsin

42

---

Table of Contents

	Great Wolf Lodge of Williamsburg, Virginia

	Great Wolf Lodge of the Pocono Mountains

	Great Wolf Lodge of Niagara Falls, Ontario

43

---

Table of Contents

	Great Wolf Lodge of Mason, Ohio

	Great Wolf Lodge of Chehalis, Washington

44

---

Table of Contents

	Great Wolf Lodge of Grapevine, Texas

	•	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

45

---

Table of Contents

		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.

	•	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.

46

---

Table of Contents

	•	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.

	•	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

47

---

Table of Contents

		lifeguards. We design and construct our indoor waterparks with state-of-the-art air quality and water treatment systems. We also maintain and periodically upgrade our facilities to ensure that we provide our guests with best-in-class safety measures and systems.
	•	Experienced Management Team and Committed and Motivated Staff. Our senior management team has 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.

48

---

Table of Contents

	Training and Development

	Sales and Marketing

49

---

Table of Contents

	Maintenance and Inspections

	•	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.

50

---

Table of Contents

51

---

Table of Contents

52

---

Table of Contents

53

---

Table of Contents

54

---

Table of Contents

55

---

Table of Contents

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

56

---

Table of Contents

57

---

Table of Contents

58

---

Table of Contents

59

---

Table of Contents

	•	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.

60

---

Table of Contents

	•	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.

61

---

Table of Contents

	•	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.

	•	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;

	(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.

62

---

Table of Contents

	•	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.

	•	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.

63

---

Table of Contents

	(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.

	•	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.

64

---

Table of Contents

	•	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.

	•	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.

65

---

Table of Contents

	•	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:

66

---

Table of Contents

	•	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.

	•	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.

	•	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;

67

---

Table of Contents

	•	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.

	•	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,

68

---

Table of Contents

69

---

Table of Contents

70

---

Table of Contents

71

---

Table of Contents

	•	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.

72

---

Table of Contents

73

---

Table of Contents

	(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.

	•	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.

74

---

Table of Contents

	•	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.

	•	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.

75

---

Table of Contents

	•	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,

	•	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.

	•	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

76

---

Table of Contents

	•	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.

	•	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.

	•	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.

	Modification Without Consent of Holders

	•	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;

77

---

Table of Contents

	•	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

	•	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.

	Modification of Subordination Provisions

	Additional Modification Provisions

	•	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,

	•	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

78

---

Table of Contents

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

	•	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.

	•	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

	•	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;

79

---

Table of Contents

	•	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.

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

80

---

Table of Contents

	•	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.

81

---

Table of Contents

	•	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.

	•	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.

82

---

Table of Contents

	•	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.

83

---

Table of Contents

84

---

Table of Contents

85

---

Table of Contents

	•	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.

	•	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.

86

---

Table of Contents

87

---

Table of Contents

	•	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.

	•	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.

88

---

Table of Contents

89

---

Table of Contents

	•	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.

90

---

Table of Contents

91

---

Table of Contents

	•	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.”

92

---

Table of Contents

	•	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.

	•	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.

93

---

Table of Contents

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

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

$

$

$

94

---

Table of Contents

	•	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,

95

---

Table of Contents

96

---

Table of Contents

97

---

Table of Contents

	•	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.

98

---

Table of Contents

			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

---

Table of Contents

					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

F-2

---

Table of Contents

			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

F-3

---

Table of Contents

				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

F-4

---

Table of Contents

																		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

---

Table of Contents

(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.

F-6

---

Table of Contents

		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

F-7

---

Table of Contents

		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	%

F-8

---

Table of Contents

							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

	Market Condition Share Awards

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	%

	Performance Share Awards

F-9

---

Table of Contents

	Deferred Compensation Awards

	Non-vested Shares

							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

	Prior Year Pro Forma Expense

			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

---

Table of Contents

			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

			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

F-11

---

Table of Contents

F-12

---

Table of Contents

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

		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	)

F-13

---

Table of Contents

	•	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.

F-14

---

Table of Contents

							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

---

Table of Contents

F-16

---

Table of Contents

	RubinBrown LLP

F-17

---

Table of Contents

									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

F-18

---

Table of Contents

				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

F-19

---

Table of Contents

		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	)

F-20

---

Table of Contents

					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

F-21

---

Table of Contents

1.	Summary of Significant Accounting Policies

F-22

---

Table of Contents

Buildings and improvements			40 years
Land improvements			15 years
Fixtures and equipment			3—7  years

F-23

---

Table of Contents

2.	Operations

F-24

---

Table of Contents

3.	Property and Equipment

		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

4.	Long-Term Debt

			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

---

Table of Contents

			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

5.	Related Party Transactions

F-26

---

Table of Contents

F-27

---

Table of Contents

6.	Geographic Development Fee

7.	Profit Sharing Plan

F-28

---

Table of Contents

8.	Allocation of Profits, Losses and Cash Distributions

	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.

F-29

---

Table of Contents

	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.

9.	Commitment

F-30

---

Table of Contents

10.	Legal Matters

11.	Subsequent Events

12.	Securities Class Action Litigation

F-31

---

Table of Contents

ITEM 13.	Other Expenses of Issuance and Distribution

			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

II-1

---

Table of Contents

ITEM 15.	Recent Sales of Unregistered Securities

II-2

---

Table of Contents

ITEM 16.	Exhibits and Financial Statement Schedules

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

---

Table of Contents

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

---

Table of Contents

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

	(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

---

Table of Contents

	Great Wolf Resorts, Inc.

	By:	/s/ John Emery

	John Emery
	Chief Executive Officer

*   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

---

Table of Contents

	GW Capital Trust II

	By:	/s/ J. Michael Schroeder

	J. Michael Schroeder,
	Trustee

	By:	/s/ James A. Calder

	James A. Calder,
	Trustee

II-7

---

Table of Contents

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

---

Table of Contents

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