UNDERWRITING AGREEMENT GAYLORD ENTERTAINMENT COMPANY 7,019,162 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 7th, 2004 • Oklahoma Publishing Co Voting Trust • Hotels & motels • New York
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Gaylord Entertainment Company, a Delaware corporation (the "Company”), propose to sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the "Representatives”), an aggregate of 7,019,162 shares (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,052,874 shares (the “Option Shares”), of common stock, par value $0.01 per share (the "Stock”), of the Company to cover overallotments, if any. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
Form of Lock-Up Agreement]Lock-Up Agreement • May 7th, 2004 • Oklahoma Publishing Co Voting Trust • Hotels & motels • New York
CUSTODY AGREEMENT AND POWER OF ATTORNEYCustody Agreement and Power of Attorney • May 7th, 2004 • Oklahoma Publishing Co Voting Trust • Hotels & motels • New York
CUSTODY AGREEMENT AND POWER OF ATTORNEY, dated April 21, 2004 (“this Agreement”), among SunTrust Bank, as Custodian (the “Custodian”), any two of Gary C. Pierson, Michael P. Collison, Christine Gaylord Everest, acting in concert, as attorneys-in-fact (the “Attorneys-In-Fact”) and (the “Selling Stockholder”).
