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EXHIBIT 4.7
FIRST AMENDMENT TO FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO FOURTH AMENDMENT TO CREDIT AGREEMENT (this
"Amendment"), dated as of March 17, 2000 but effective as of October 8, 1999,
is entered into among GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation
("Borrower"), the banks listed on the signature pages hereof (collectively,
"Lenders"), and BANK OF AMERICA, N.A. (formerly known as NationsBank, N.A.,
successor by merger to NationsBank of Texas, N.A.), as Administrative Lender
(in said capacity, "Administrative Lender").
BACKGROUND
1. Borrower, Lenders and Administrative Lender are parties to
that certain Credit Agreement, dated as of August 19, 1997, as amended by that
certain First Amendment to Credit Agreement, dated as of September 30, 1997,
that certain Second Amendment to Credit Agreement, dated as of March 24, 1998,
that certain Third Amendment to Credit Agreement, dated as of March 22, 1999,
but effective as of December 31, 1998, that certain Fourth Amendment to Credit
Agreement dated as of October 8, 1999 (the "Fourth Amendment"), and that
certain Fifth Amendment to Credit Agreement, dated as of February 2, 2000, but
effective as of February 3, 2000 (said Credit Agreement, as amended, the
"Credit Agreement"; the terms defined in the Credit Agreement and not otherwise
defined herein shall be used herein as defined in the Credit Agreement).
2. Borrower, Lenders and Administrative Lender desire to amend
the Fourth Amendment to waive an anticipated Event of Default that would occur
pursuant to Section 4.2 of the Credit Agreement as a result of falling below
the minimum EBITDA to Interest Charges ratio for the twelve month period ending
December 31, 1999.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are all hereby acknowledged,
Borrower, Lenders and Administrative Lender covenant and agree as follows:
1. AMENDMENTS TO FOURTH AMENDMENT.
The first sentence of Section 2 of the Fourth Amendment is hereby
deleted in its entirety and replaced with the following:
"Subject to satisfaction of the conditions of effectiveness set forth
in Section 4 of this Fourth Amendment and the termination of the
waiver as provided herein, the Lenders hereby waive the anticipated
Event of Default with respect to (a) Section 4.5 of the Credit
Agreement
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which would occur as a result of the CBS Stock Transaction, (b)
Section 4.3 of the Credit Agreement which would occur as a result of
exceeding the permitted Capital Expenditures for the fiscal year 1999,
and (c) Section 4.2 of the Credit Agreement as a result of falling
below the minimum EBITDA to Interest Charges ratio for the twelve
month period ending December 31, 1999."
2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By
its execution and delivery hereof, Borrower represents and warrants that after
giving effect to the amendments contemplated by the foregoing Section 1:
(1) the representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct on and as of the
date hereof as though made on and as of such date, except to the extent that
any such representation or warranty relates expressly to a specified date or is
no longer correct because of a change in circumstances permitted by the Loan
Documents;
(2) no event has occurred and is continuing which constitutes a
Default or Event of Default;
(3) Borrower has full power and authority to execute and deliver
this Amendment, the Fourth Amendment, and the Credit Agreement, as amended
hereby, and this Amendment, the Fourth Amendment and the Credit Agreement, as
amended hereby, constitute the legal, valid and binding obligations of
Borrower, enforceable in accordance with their respective terms, except as
enforceability may be limited by applicable debtor relief laws and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and except as rights to indemnity may be
limited by federal or state securities laws;
(4) neither the execution, delivery and performance of this
Amendment, the Fourth Amendment or the Credit Agreement, as amended by this
Amendment, will contravene or conflict with any Law to which Borrower or any of
its Subsidiaries is subject or any indenture, agreement or other instrument to
which Borrower or any of its Subsidiaries or any of their respective property
is subject; and
(5) no authorization, approval, consent, or other action by,
notice to, or filing with, any Tribunal or other Person, is required for the
execution, delivery or performance by Borrower of this Amendment or the
acknowledgment of this Amendment by any Guarantor.
3. CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective
as of October 8, 1999, subject to the following:
(1) Administrative Lender shall have received counterparts of
this Amendment executed by Determining Lenders;
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(2) Administrative Lender shall have received counterparts of this
Amendment executed by Borrower and acknowledged by each Guarantor; and
(3) Administrative Lender shall have received, in form and
substance satisfactory to Administrative Lender and its counsel, such other
documents, certificates and instruments as Administrative Lender reasonably
shall require.
4. GUARANTOR ACKNOWLEDGMENT. By signing below, each of the
Guarantors (i) acknowledges, consents and agrees to the execution and delivery
of this Amendment, (ii) acknowledges and agrees that its obligations in respect
of its Guaranty are not released, diminished, waived, modified, impaired or
affected in any manner by this Amendment or any of the provisions contemplated
herein, (iii) ratifies and confirms its obligations under its Guaranty, and
(iv) acknowledges and agrees that it has no claims or offsets against, or
defenses or counterclaims to, its Guaranty.
5. REFERENCE TO THE CREDIT AGREEMENT.
(1) Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", or words of like import
shall mean and be a reference to the Credit Agreement, as amended or modified
by this Amendment.
(2) The Credit Agreement, as amended or modified by this
Amendment, and all other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.
6. COSTS, EXPENSES AND TAXES. Borrower agrees to pay on demand
all costs and expenses of the Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this Amendment and the
other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto and with respect to advising the Lenders as to
their rights and responsibilities under the Credit Agreement, as amended by
this Amendment).
7. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same instrument.
8. GOVERNING LAW: BINDING EFFECT. This Amendment shall be
governed by and construed in accordance with the laws of the State of Texas and
shall be binding upon Borrower and each Lender and their respective successors
and assigns.
9. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.
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10. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
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REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment to be effective as of the date first above written.
GAYLORD ENTERTAINMENT COMPANY
By:
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Name:
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Title:
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BANK OF AMERICA, N.A., as a Lender, Swing
Line Bank, Issuing Bank and as
Administrative Lender
By:
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Name:
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Title:
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THE BANK OF NEW YORK
By:
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Name:
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Title:
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THE FUJI BANK, LIMITED, ATLANTA AGENCY
By:
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Name:
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Title:
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SUNTRUST BANK, NASHVILLE, N.A.
By:
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Name:
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Title:
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FIRST AMERICAN NATIONAL BANK
By:
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Name:
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH
By:
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Name:
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Title:
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PARIBAS
By:
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Name:
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Title:
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By:
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Name:
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Title:
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WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:
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Name:
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Title:
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FIRST UNION NATIONAL BANK
By:
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Name:
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Title:
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THE SAKURA BANK, LIMITED
By:
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Name:
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Title:
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THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
By:
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Name:
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Title:
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COMERICA BANK
By:
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Name:
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Title:
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GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Name:
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Title:
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THE SANWA BANK, LIMITED
By:
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Name:
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Title:
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THE BANK OF NOVA SCOTIA
By:
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Name:
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Title:
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WACHOVIA BANK, N.A.
By:
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Name:
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Title:
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BANK OF TOKYO MITSUBISHI TRUST
COMPANY
By:
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Name:
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Title:
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BANK ONE, OKLAHOMA, NATIONAL
ASSOCIATION
By:
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Name:
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Title:
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ACKNOWLEDGED AND AGREED:
GAYLORD CREATIVE GROUP, INC.
By:
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Name:
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Title:
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GAYLORD BROADCASTING COMPANY, L.P.
By: Gaylord Communications, Inc.,
its General Partner
By:
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Name:
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Title:
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OPRYLAND ATTRACTIONS, INC.
By:
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Name:
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Title:
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OLH, G.P.
By: Opryland Hospitality, Inc.
By:
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Name:
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Title:
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ACUFF-ROSE MUSIC PUBLISHING, INC.
(formerly known as OPRYLAND MUSIC
GROUP, INC.)
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By:
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Name:
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Title:
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