EXHIBIT 10.3
THIRD AMENDMENT TO CREDIT AGREEMENT AND RATIFICATION OF GUARANTY
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND RATIFICATION OF GUARANTY
(this "Third Amendment"), dated as of February 28, 2002, among Gaylord
Entertainment Company, a Delaware corporation ("Borrower"), Opryland
Hotel-Florida Limited Partnership ("Co-Borrower"), the undersigned guarantors
(each a "Guarantor and collectively, the "Guarantors"), Bankers Trust Company
("Administrative Agent"), and Bankers Trust Company, Citicorp Real Estate, Inc.
and CIBC Inc. (collectively, the "Lenders");
WITNESSETH:
WHEREAS, Borrower, Co-Borrower, the Administrative Agent and
the Lenders entered into that certain Credit Agreement dated as of October 9,
2001, as amended by First Amendment to Credit Agreement and Ratification of
Guaranty dated as of November 30, 2001 and by Second Amendment to Credit
Agreement and Ratification of Guaranty (the "Second Amendment") dated as of
December 31, 2001 (as so amended, the "Credit Agreement");
WHEREAS, Borrower, Co-Borrower and the Lenders desire to
amend the Credit Agreement as set forth in this Third Amendment.
NOW, THEREFORE, in consideration of the foregoing, and for
other valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. Schedule 2 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
SCHEDULE 2
COMMITMENTS
LENDER COMMITMENT
-------------------------- --------------
Bankers Trust Company $45,714,286.00
Citicorp Real Estate, Inc. $45,714,286.00
CIBC Inc. $28,571,427.00
2. The Credit Agreement, as amended hereby, together with that
certain letter agreement dated as of August 13, 2001 between Borrower and
Lenders, as amended by those certain letter agreements dated as of September
14, 2001 and September 25, 2001, respectively, and all the other Loan Documents
(as defined in the Loan Agreement) remain in full force and effect and are
hereby ratified and confirmed in all respects, it being understood that the
Administrative Agent and the Lenders hereby expressly reserve all of their
rights and remedies thereunder, including, without limitation, their rights and
remedies under Section 2.20.4 of the Credit Agreement with respect to any Out
of Balance Condition (as defined therein) that may
exist by reason of the Second Amendment and/or this Third Amendment and their
rights and remedies under said letter agreements.
3. By signing below, each of the Guarantors (as defined in the
Credit Agreement) (a) acknowledges, consents and agrees to the execution and
delivery by Borrower and Co-Borrower of this Third Amendment; (b) ratifies and
confirms its obligations under the Guaranty (as defined in the Credit
Agreement), which remains unmodified and in full force and effect; (c)
acknowledges and agrees that its obligations under the Guaranty are not
released, diminished, waived, modified, impaired or affected in any manner by
this Third Amendment; (d) represents and warrants that it has received and
reviewed this Third Amendment; and (e) acknowledges and agrees that it has no
claims or offsets against, or defenses or counterclaims to, the Guaranty as a
result of this Third Amendment or otherwise.
4. This Third Amendment may not be amended, modified or
otherwise changed in any manner except by a writing executed by all of the
parties hereto.
5. This Third Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
6. This Third Amendment may be signed in any number of
counterparts by the parties hereto, all of which taken together shall
constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW IMMEDIATELY]
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IN WITNESS WHEREOF, Borrower, Co-Borrower, Administrative Agent,
Lenders and Guarantors have executed this Third Amendment as of the date first
above written.
BORROWER:
GAYLORD ENTERTAINMENT COMPANY
By:
--------------------------------------
Name:
Title:
CO-BORROWER:
OPRYLAND HOTEL - FLORIDA
LIMITED PARTNERSHIP, a Florida
limited partnership
By: Opryland Hospitality, LLC, its
general partner
By: Gaylord Entertainment Company, its
sole member
By:
--------------------------------------
Name:
Title:
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LENDERS:
BANKERS TRUST COMPANY, Individually and
as Administrative Agent
By:
--------------------------------------
Name:
Title:
CITICORP REAL ESTATE, INC.
By:
--------------------------------------
Name:
Title:
CIBC INC.
By:
--------------------------------------
Name:
Title:
GUARANTORS:
COUNTRY MUSIC TELEVISION
INTERNATIONAL, INC., a Delaware
corporation
By:
--------------------------------------
Name:
Title:
ACUFF-ROSE MUSIC PUBLISHING, INC.,
a Tennessee corporation
By:
--------------------------------------
Name:
Title:
4
ACUFF-ROSE MUSIC, INC., a Tennessee
corporation
By:
--------------------------------------
Name:
Title:
GAYLORD PROGRAM SERVICES, INC., a
Delaware corporation
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
WILDHORSE SALOON ENTERTAINMENT
VENTURES, INC., a Tennessee corporation
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
5
OPRYLAND HOSPITALITY, LLC, a
Tennessee limited liability company
By: Gaylord Entertainment Company, a
Delaware Corporation, its sole member
By:
--------------------------------------
Name:
--------------------------------
Title:
-------------------------------
MILENE MUSIC, INC., a Tennessee
corporation
By:
--------------------------------------
Name:
--------------------------------
Title:
-------------------------------
SPRINGHOUSE MUSIC, INC., a Tennessee
corporation
By:
--------------------------------------
Name:
--------------------------------
Title:
-------------------------------
OPRYLAND THEATRICALS, INC., a
Delaware corporation
By:
--------------------------------------
Name:
--------------------------------
Title:
-------------------------------
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OPRYLAND HOTEL-TEXAS, LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: Opryland Hospitality, LLC, its
general partner
By: Gaylord Entertainment Company,
its sole member
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
OPRYLAND HOTEL-TEXAS, LLC, a Delaware
limited liability company
By: Gaylord Entertainment Company, its
sole member
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
OPRYLAND PRODUCTIONS, INC., a Tennessee
corporation
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
OPRYLAND ATTRACTIONS, INC., a Delaware
corporation
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
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HICKORY RECORDS, INC., a Tennessee
corporation
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
CORPORATE MAGIC, INC., a Texas
corporation
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
CCK, INC., a Texas corporation
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
GAYLORD INVESTMENTS, INC., a Delaware
corporation
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
GRAND OLE OPRY TOURS, INC., a Tennessee
corporation
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
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