GAYLORD ENTERTAINMENT COMPANY 5,643,129 Shares of Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2012 • TRT Holdings Inc • Hotels & motels • New York
TRT Holdings, Inc. (the “Selling Stockholder”), a Delaware corporation and stockholder of Gaylord Entertainment Company, a Delaware corporation (the “Company”), propose to sell to Deutsche Bank Securities Inc. (the “Underwriter”), 5,643,129 shares (the “Firm Shares”) of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”). In addition, the Company proposes to grant to the Underwriter an option to purchase up to an aggregate of 846,469 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.” Pursuant to a letter agreement (the “Release Letter”), substantially in the form attached as Exhibit H, executed on the date hereof by and among the Selling Stockholder, the Underwriter and JP Morgan Chase Bank, N.A. (the “Collateral Agent”), the Selling Stockholder has irrevocably instructed the Collateral Agent to deliver the Firm Shar
