AMENDMENT AGREEMENT TO NOTE HEDGE CONFIRMATIONAmendment Agreement to Note Hedge Confirmation • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • New York
THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of September 25, 2009, between Bank of America, N.A. (“Dealer”) and Gaylord Entertainment Company (“Counterparty”).
DATE: September 24, 2009 TO: Gaylord Entertainment Company One Gaylord Drive Nashville, Tennessee 37214 ATTENTION: General Counsel TELEPHONE: (615) 316-6000 FACSIMILE: (615) 316-6854 FROM: Wells Fargo Securities LLC solely as agent of Wachovia Bank,...Equity Derivatives Confirmation • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels
DATE: September 24, 2009 TO: Gaylord Entertainment Company One Gaylord Drive Nashville, Tennessee 37214 ATTENTION: General Counsel TELEPHONE: (615) 316-6000 FACSIMILE: (615) 316-6854 FROM: Citibank N.A.Equity Derivatives Confirmation • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels
This Confirmation evidences a complete and binding agreement between Citi and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement (the “Agreement”) in the form of the ISDA 2002 Master Agreement as if Citi and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation). For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement.
DATE: September 24, 2009 TO: Gaylord Entertainment Company One Gaylord Drive Nashville, Tennessee 37214 ATTENTION: General Counsel TELEPHONE: (615) 316-6000 FACSIMILE: (615) 316-6854 FROM: Citibank N.A. 390 Greenwich Street New York, NY 10013...Equity Derivatives Confirmation • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels
AMENDMENT AGREEMENT TO WARRANT CONFIRMATIONAmendment Agreement to Warrant Confirmation • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • New York
THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of September 25, 2009, between Citibank N.A. (“Dealer”) and Gaylord Entertainment Company (“Counterparty”).
AMENDMENT AGREEMENT TO WARRANT CONFIRMATIONWarrant Confirmation Amendment • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • New York
THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of September 25, 2009, between Deutsche Bank AG, London Branch (“Dealer”) and Gaylord Entertainment Company (“Counterparty”).
AMENDMENT AGREEMENT TO NOTE HEDGE CONFIRMATIONAmendment Agreement to Note Hedge Confirmation • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • New York
THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of September 25, 2009, between Deutsche Bank AG, London Branch (“Dealer”) and Gaylord Entertainment Company (“Counterparty”).
6,000,000 Shares Gaylord Entertainment Company Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • New York
Deutsche Bank Securities Inc. Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC
Gaylord Entertainment Company and the Guarantors listed on Schedule II hereto PURCHASE AGREEMENTPurchase Agreement • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • New York
DEUTSCHE BANK SECURITIES INC. CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED WELLS FARGO SECURITIES, LLC
AMENDMENT AGREEMENT TO NOTE HEDGE CONFIRMATIONAmendment Agreement to Note Hedge Confirmation • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • New York
THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of September 25, 2009, between Wachovia Bank, National Association (“Dealer”) and Gaylord Entertainment Company (“Counterparty”).
AMENDMENT AGREEMENT TO WARRANT CONFIRMATIONAmendment Agreement to Warrant Confirmation • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • New York
THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of September 25, 2009, between Wachovia Bank, National Association (“Dealer”) and Gaylord Entertainment Company (“Counterparty”).
AMENDMENT AGREEMENT TO WARRANT CONFIRMATIONAmendment Agreement to Warrant Confirmation • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • New York
THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of September 25, 2009, between Bank of America, N.A. (“Dealer”) and Gaylord Entertainment Company (“Counterparty”).
GAYLORD ENTERTAINMENT COMPANY as Issuer and CCK HOLDINGS, LLC CORPORATE MAGIC, INC. COUNTRY MUSIC TELEVISION INTERNATIONAL, INC. GAYLORD CREATIVE GROUP, INC. GAYLORD DESTIN RESORTS, LLC GAYLORD FINANCE, INC. GAYLORD HOTELS, INC. GAYLORD INVESTMENTS,...Exhibit • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • New York
INDENTURE dated as of September 29, 2009 among GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation, as issuer (the “Company”), the subsidiaries listed on the signature pages hereto (each a “Subsidiary Guarantor”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
DATE: September 24, 2009 TO: Gaylord Entertainment Company One Gaylord Drive Nashville, Tennessee 37214 ATTENTION: General Counsel TELEPHONE: (615) 316-6000 FACSIMILE: (615) 316-6854 FROM: Wells Fargo Securities LLC solely as agent of Wachovia Bank,...Equity Derivatives Confirmation • September 29th, 2009 • Gaylord Entertainment Co /De • Hotels & motels
This Confirmation evidences a complete and binding agreement between Wachovia and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement (the “Agreement”) in the form of the ISDA 2002 Master Agreement as if Wachovia and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation). For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement.
