0000950144-09-002054 Sample Contracts

GAYLORD ENTERTAINMENT COMPANY and COMPUTERSHARE TRUST COMPANY, N.A. Amended and Restated Rights Agreement Dated as of March 9, 2009
Rights Agreement • March 10th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • Delaware

This Amended and Restated Rights Agreement (“Agreement”), dated as of March 9, 2009, between Gaylord Entertainment Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”) amends and restates in its entirety the Rights Agreement, dated as of August 12, 2008, between the Company and the Rights Agent (the “Original Agreement”).

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SETTLEMENT AGREEMENT
Settlement Agreement • March 10th, 2009 • Gaylord Entertainment Co /De • Hotels & motels • Texas

SETTLEMENT AGREEMENT dated this 9th day of March 2009 (this “Agreement”), by and between TRT Holdings, Inc., a Delaware corporation (“TRT”), and Gaylord Entertainment Company, a Delaware corporation (the “Company”).

GAMCO Asset Management, Inc. One Corporate Center Suite 1900 Rye, New York 10580-1435-1422
Gaylord Entertainment Co /De • March 10th, 2009 • Hotels & motels • Delaware

This letter constitutes the agreement (the “Agreement”) between Gaylord Entertainment Company (the “Company”) on the one hand, and GAMCO Asset Management, Inc. (“GAMCO”), with respect to the matters set forth below:

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