0001193125-12-410191 Sample Contracts

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 1, 2012 among RHP Hotel Properties, LP, as the Borrower, RYMAN HOSPITALITY PROPERTIES, INC. (f/k/a GAYLORD ENTERTAINMENT COMPANY), as the Parent Guarantor Certain...
Credit Agreement • October 1st, 2012 • Ryman Hospitality Properties, Inc. • Hotels & motels • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, the “Agreement”) is entered into as of August 1, 2011 by and among RHP HOTEL PROPERTIES, LP, a Delaware limited partnership, (together with any permitted successors and assigns, the “Borrower”), RYMAN HOSPITALITY PROPERTIES, INC. (f/k/a Gaylord Entertainment Company) (the “Parent”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders (as defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (each, as defined herein).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 1st, 2012 • Ryman Hospitality Properties, Inc. • Hotels & motels • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 1, 2012, among RYMAN HOSPITALITY PROPERTIES, INC., a Delaware corporation (the “Successor 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 of America, as trustee (the “Trustee”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 1st, 2012 • Ryman Hospitality Properties, Inc. • Hotels & motels • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2012, among Ryman Hospitality Properties, Inc. (successor to Gaylord Entertainment Company) (the “Company”), RHP Properties, L.P., a limited partnership (“RHP Prop”), RHP Partner, LLC, a Delaware limited liability company “RHP Partner” and, with RHP Prop, the “Guaranteeing Subsidiaries”), each a subsidiary the Company, and U.S. Bank National Association, a national banking corporation (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 1st, 2012 • Ryman Hospitality Properties, Inc. • Hotels & motels • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 1, 2012, among RYMAN HOSPITALITY PROPERTIES, INC., a Delaware corporation (the “Successor 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 of America, as trustee (the “Trustee”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 1st, 2012 • Ryman Hospitality Properties, Inc. • Hotels & motels • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 1, 2012, among RYMAN HOSPITALITY PROPERTIES, INC., a Delaware corporation (the “Successor Company”), RHP PROPERTIES, L.P., a Delaware limited partnership (“RHP Prop”), RHP PARTNER, LLC, a Delaware limited liability company (“RHP Partner” and, with RHP Prop, the “New Guaranteeing Subsidiaries”), the other subsidiaries listed on the signature pages hereto (each an “Existing Subsidiary Guarantor” and, with the New Guaranteeing Subsidiaries, the “Subsidiary Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).

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