EXHIBIT 10.4
FOURTH AMENDMENT TO CREDIT AGREEMENT AND RATIFICATION OF GUARANTY
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND RATIFICATION OF GUARANTY
(this "Fourth Amendment"), dated as of May 1, 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"), Deutsche Bank Trust Company Americas
("Administrative Agent"), and Deutsche Bank Trust Company Americas, Citicorp
Real Estate, Inc. and CIBC Inc. (collectively, "Lenders");
WITNESSETH:
WHEREAS, Borrower, Co-Borrower, Administrative Agent and
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, Second Amendment to Credit Agreement and
Ratification of Guaranty (the "Second Amendment") dated as of December 31, 2001
and by Third Amendment to Credit Agreement and Ratification of Guaranty (the
"Third Amendment") dated as of February 28, 2002 (as so amended, the "Credit
Agreement");
WHEREAS, Borrower, Co-Borrower and Lenders desire to amend
the Credit Agreement as set forth in this Fourth 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. "May 1, 2002" is hereby amended to "June 30, 2002"
in each of the following provisions of the Credit Agreement:
(a) clause (c) of the definition of "Account
Control Agreement";
(b) clauses (a) and (b) of the definition of
"Available Aggregate Commitment";
(c) Section 2.1(a);
(d) Section 2.5(a);
(e) Section 2.6(b)(v);
(f) Section 2.20.3(a); and
(g) in both places where "May 1, 2002" occurs
in the first sentence of Section 2.20.3(b).
2. In Section 2.5(a) of the Credit Agreement, "and May
5, 2002" is hereby amended to ", May 5, 2002 and July 5, 2002".
3. In the first sentence of Section 2.20.3(b) of the
Credit Agreement, "92" is hereby amended to "31", and in the second sentence of
Section 2.20.3(b) of the Credit Agreement, "from and after May 1, 2002, from
time to time as necessary" is hereby amended to "on August 1, 2002".
4. In Section 2.20.3(c) of the Loan Agreement, "May 1,
2002" is hereby amended to "July 1, 2002" in the first, second and fourth
places where it occurs and to "June 30, 2002" in the third place where it
occurs.
5. Borrower, Co-Borrower and Guarantors hereby
represent and warrant to the Administrative Agent and the Lenders that, as of
the date hereof, no Default or Unmatured Default has occurred and is
continuing, and no Default or Unmatured Default will occur as a result of this
Fourth Amendment.
6. 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, the Third Amendment and/or this Fourth Amendment and their
rights and remedies under said letter agreements.
7. 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 Fourth 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 Fourth Amendment; (d) represents and warrants that it has received and
reviewed this Fourth 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 Fourth Amendment or otherwise.
8. This Fourth Amendment may not be amended, modified
or otherwise changed in any manner except by a writing executed by all of the
parties hereto.
9. This Fourth Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
10. This Fourth 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 Fourth 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:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
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:
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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:
--------------------------------
OPRYLAND HOSPITALITY, LLC, a
Tennessee limited liability company
By: Gaylord Entertainment Company, a
Delaware Corporation, its sole member
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
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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:
--------------------------------
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:
--------------------------------
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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:
--------------------------------
HICKORY RECORDS, INC., a Tennessee
corporation
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
CORPORATE MAGIC, INC., a Texas
corporation
By:
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
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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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