EXHIBIT 10.2
DEUTSCHE BANK TRUST COMPANY AMERICAS
00 XXXX XXXXXX
XXX XXXX, XXX XXXX 00000
November 16, 2004
Xxxxxxx Entertainment Company
Xxx Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Xx. Xxxxx Xxxxxxxx
Chief Financial Officer
Re: Credit Agreement dated as of November 30, 2003, amended by
First Amendment to Credit Agreement and Ratification of
Guarantee dated as of December 17, 2003 (as so amended, the
"CREDIT AGREEMENT") by and among Opryland Hotel-Florida
Limited Partnership, as Borrower, Gaylord Entertainment
Company, as Parent Guarantor, the Lenders party thereto and
Deutsche Bank Trust Company Americas as Administrative Agent
for itself and such Lenders; Capitalized terms not separately
defined in this letter shall have the definitions ascribed
thereto in the Credit Agreement.
Dear Xx. Xxxxxxxx:
Xxxxxxx Entertainment Company ("GET") has advised Deutsche
Bank Trust Company Americas ("DBTCA"), as Administrative Agent under the Credit
Agreement, that GET desires to (a) issue $225 million principal amount of senior
unsecured notes (the "NEW NOTES") substantially as summarized in the attached
Summary (the "SUMMARY") provided to DBTCA by GET and (b) use the net proceeds of
the New Notes to repay in full the Nashville Senior Loan and for general
corporate purposes, subject to all applicable terms and provisions of the Credit
Agreement. GET has requested that DBTCA and the Majority Lenders consent to the
issuance of the New Notes and to such application of the proceeds thereof.
This letter is to confirm that the Administrative Agent and
the Majority Lenders consent to the issuance of the New Notes, substantially as
described in the Summary, insofar as the same would otherwise constitute
Indebtedness prohibited by Section 6.14 of the Credit Agreement, provided that
(i) the New Notes are issued on or before December
31, 2004;
(ii) the proceeds of the New Notes are applied to
repayment in full of the Nashville Senior Loan within 60 days after receipt of
such proceeds by GET;
(iii) pending such repayment of the Nashville Senior
Loan, a portion of the cash proceeds of the New Notes sufficient to pay the
Nashville Senior Loan in full shall be
Xxxxxxx Entertainment Company
November 16, 2004
held by GET in a segregated account or accounts for the sole purpose of paying
the Nashville Senior Loan in full (it being understand that the cash so held
shall be deemed to be "Unrestricted Cash On Hand" for purposes of the
computations required by Section 6.25 of the Credit Agreement);
(iv) within 30 days after repayment of the Nashville
Senior Indebtedness, OHN shall execute and deliver to the Administrative Agent
instruments of Adherence with respect to the Guaranty and the Environmental
Indemnity Agreement (substantially in the form of Exhibit H to the Credit
Agreement, properly completed), together with such Organizational Documents,
certifications, consents, resolutions and legal opinions with respect to
authorization, enforceability and related matters as Administrative Agent may
request;
(v) any remaining balance of such proceeds shall be
used by GET for general corporate purposes, subject to all applicable terms and
provisions of the Credit Agreement; and
(vi) GET shall deliver to the Administrative Agent
copies of all offering materials and other material documents evidencing its
issuance of the New Notes and the terms thereof as soon as such materials and
documents have been prepared.
Nothing in the preceding paragraph shall be deemed a waiver of
any of the terms or provisions of Section 6.25 of the Credit Agreement or any
other terms or provisions of the Credit Agreement (or of any other Loan
Document) not expressly described in the preceding paragraph.
This letter agreement shall not be effective unless and until
it is executed and delivered by the Administrative Agent and the Majority
Lenders and by Borrower, Parent Guarantor and the Subsidiary Guarantors,
whereupon this letter agreement shall be effective as of the date first written
above.
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Xxxxxxx Entertainment Company
November 16, 2004
Very truly yours,
DEUTSCHE BANK TRUST COMPANY
AMERICAS, individually and as
Administrative Agent
By /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
CIBC INC.
By: /s/ Xxxx Xxxxxx
----------------------------------
Name: Xxxx Xxxxxx
Title: Managing Director
FLEET NATIONAL BANK
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
MIDFIRST BANK, a Federally Chartered
Savings Association
By:___________________________________
Name:
Title:
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Xxxxxxx Entertainment Company
November 16, 0000
XXXXXXXX XXXXX XXXXXXX, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
Agreed to and accepted as of
the date first written above
BORROWER:
OPRYLAND HOTEL - FLORIDA
LIMITED PARTNERSHIP, a Florida limited
partnership
By: Opryland Hospitality, LLC, its general
partner
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
PARENT GUARANTOR:
XXXXXXX ENTERTAINMENT
COMPANY, a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
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Xxxxxxx Entertainment Company
November 16, 2004
SUBSIDIARY GUARANTORS:
CCK HOLDINGS, LLC,
a Delaware limited liability company
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
CORPORATE MAGIC, INC.,
a Texas corporation
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
XXXXXXX CREATIVE GROUP, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
XXXXXXX HOTELS, LLC,
a Delaware limited liability company
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
XXXXXXX INVESTMENTS, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
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Xxxxxxx Entertainment Company
November 16, 2004
XXXXXXX PROGRAM SERVICES, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
XXXXX XXX XXXX TOURS, INC.,
a Tennessee corporation
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
OLH, G.P., a Tennessee general partnership
By:Xxxxxxx Entertainment Company, a general
partner
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
OLH HOLDINGS, LLC, a Delaware limited
liability company
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
OPRYLAND ATTRACTIONS, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
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Gaylord Entertainment Company
November 16, 2004
OPRYLAND HOSPITALITY, LLC, Tennessee
limited liability company
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
OPRYLAND HOTEL - TEXAS, LLC,
a Delaware limited liability company
By: Xxxxxxx Hotels, LLC, its sole member
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
OPRYLAND PRODUCTIONS, INC.,
a Tennessee corporation
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
OPRYLAND THEATRICALS, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
WILDHORSE SALOON ENTERTAINMENT
VENTURES, INC., a Tennessee corporation
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
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Xxxxxxx Entertainment Company
November 16, 2004
OPRYLAND HOTEL-TEXAS LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: Opryland Hospitality, LLC, its general
partner
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title:Executive Vice President
XXXXXX & XXXXXXX REALTY, LLC, a
Florida limited liability company
XXXXXX REALTY SERVICES, INC., a
Florida corporation
XXXXXX RESORTS, LLC, a Florida limited
liability company
ACCOMMODATIONS CENTER, INC., a
Colorado corporation
ADVANTAGE VACATION HOMES BY
STYLES, LLC, a Florida limited liability
company
B&B ON THE BEACH, INC., a North Carolina
corporation
BASE MOUNTAIN PROPERTIES INC., a
Delaware corporation
BLUEBILL PROPERTIES LLC, a Florida
limited liability company
XXXXXXXX & XXXXXXXX REALTY &
DEVELOPMENT, INC., a North Carolina
corporation
COASTAL REAL ESTATE SALES, LLC, a
Florida limited liability company
COASTAL RESORTS MANAGEMENT, INC., a
Delaware corporation
COASTAL RESORTS REALTY, LLC, a
Delaware limited liability company
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Xxxxxxx Entertainment Company
November 16, 2004
XXXXXX, XXXX & XXXXXXX INC., a
Delaware corporation
COLLECTION OF FINE PROPERTIES,
INC., a Colorado corporation
COLUMBINE MANAGEMENT COMPANY,
a Colorado corporation
COVE MANAGEMENT SERVICES, INC., a
California corporation
CRW PROPERTY MANAGEMENT INC., a
Delaware corporation
EXCLUSIVE VACATION PROPERTIES
INC., a Delaware corporation
FIRST RESORT SOFTWARE, INC., a
Colorado corporation
HIGH COUNTRY RESORTS, INC., a
Delaware corporation
HOUSTON & X'XXXXX COMPANY, a
Colorado corporation
K-T-F ACQUISITION CO., a Delaware
corporation
MAUI CONDOMINIUM AND HOME
REALTY INC., a Hawaii corporation
MOUNTAIN VALLEY PROPERTIES INC., a
Delaware corporation
PEAK SKI RENTALS, LLC, a Colorado
limited liability company
PLANTATION RESORT MANAGEMENT,
INC., a Delaware corporation
XXXXXXXXX XXXXXX REALTY, LLC, a
Florida limited liability company
R&R RESORT RENTAL PROPERTIES,
INC., a North Carolina corporation
REP HOLDINGS, LTD., a Hawaii corporation
RESORT PROPERTY MANAGEMENT,
INC., a Utah corporation
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Xxxxxxx Entertainment Company
November 16, 2004
RESORTQUEST HILTON HEAD, INC., a
Delaware corporation
RESORTQUEST INTERNATIONAL, INC., a
Delaware corporation
RESORT RENTAL VACATIONS, LLC, a
Tennessee limited liability company
RIDGEPINE, INC., a Delaware corporation
RYAN'S GOLDEN EAGLE MANAGEMENT
INC., a Montana corporation
SCOTTSDALE RESORT
ACCOMMODATIONS, INC., a Delaware
corporation
STEAMBOAT PREMIER PROPERTIES, a
Delaware corporation
STYLES ESTATES, LLC, a Florida limited
liability company
TELLURIDE RESORT
ACCOMMODATIONS, INC., a Colorado
corporation
TEN MILE HOLDINGS, LTD., a Colorado
corporation
THE MANAGEMENT COMPANY, INC., a
Georgia corporation
THE MAURY PEOPLE, INC., a Massachusetts
corporation
THE TOPS'L GROUP, INC., a Florida
corporation
TOPS'L CLUB OF NW FLORIDA, LLC, a
Florida limited liability company
XXXXX-XXXXXXX ENTERPRISES, INC., a
Georgia corporation
RESORTQUEST SOUTHWEST FLORIDA,
LLC, a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title:Vice President and Secretary
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Xxxxxxx Entertainment Company
November 16, 2004
OFFICE AND STORAGE LLC, a Hawaii
limited liability company
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
RQI HOLDINGS, LTD., a Hawaii corporation
By: /s/ Xxxx Xxxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Executive Vice President
RESORTQUEST HAWAII, LLC, a Hawaii
limited liability company
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
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Summary of Notes Offering
Xxxxxxx Entertainment Company is planning to issue its unsecured senior notes in
the principal amount of $225,000,000, maturing 2014 issued, under Rule 144A (the
"Notes"). The Notes will be guaranteed by substantially all of the Parent
Guarantor's subsidiaries. The terms of the Notes (other than maturity and rate)
will be substantially similar to the existing $350,000,000 of 8% senior notes
issued by the Parent Guarantor in 2003 (defined as the "Senior Notes" in the
Credit Agreement). The proceeds of the Notes will be used to repay in full the
Nashville Senior Loan (which has an outstanding balance of approximately
$193,000,000), and for general corporate purposes. Because of a notice period
and required payment date, the Nashville Senior Loan will not be repaid for up
to 60 days following issuance of the Notes.
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