EXHIBIT 10.1
FIFTH AMENDMENT TO CREDIT AGREEMENT AND RATIFICATION OF GUARANTY
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND RATIFICATION OF
GUARANTY (this "Agreement"), dated as of June 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"), Deutsche Bank Trust
Company Americas ("Administrative Agent"), and Deutsche Bank Trust Company
Americas, Citicorp Real Estate, Inc. and CIBC Inc. (collectively, "Lenders");
W I T N E S S E T H:
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,
Third Amendment to Credit Agreement and Ratification of Guaranty (the "Third
Amendment") dated as of February 28, 2002 and Fourth Amendment to Credit
Agreement and Ratification of Guaranty (the "Fourth Amendment") dated as of May
1, 2002 (as so amended, the "Credit Agreement");
WHEREAS, Borrower, Co-Borrower and Guarantors have requested that
Administrative Agent and Lenders agree to a limited waiver of certain provisions
of Section 6.14(b) of the Credit Agreement and to certain amendments to the
Credit Agreement, all as hereinafter set forth.
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. The Administrative Agent and the Lenders hereby waive the
provisions of Section 6.14(b) of the Credit Agreement solely to the extent of
permitting a partial prepayment of the Nashville Mezzanine Loan in the amount of
up to $35,000,000.00, provided that such partial prepayment is made (a) on or
before July 31, 2002 and (b) with a portion of the proceeds of that certain
federal income tax refund in the amount of $64,597,509.07 received by Borrower
on or about June 26, 2002.
2. The "Required Completion Date," as defined in the Credit
Agreement, is hereby extended from June 30, 2002 to July 10, 2002.
3. 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 Agreement. Borrower,
Co-Borrower and Guarantors hereby acknowledge that Administrative Agent and
Lenders have reserved all of their rights and remedies with respect to the
matters described on that certain letter dated May 17, 2002 from LaSalle Bank
National
Association, as Trustee for Opryland Hotel Trust Commercial Mortgage
Pass-Through Certificates, Series 2001-OPRY, by Wells Fargo Bank, National
Association, as Servicer, to Opryland Hotel Nashville, LLC and Sherrard & Roe,
PLC with respect to the Amended and Restated Loan Agreement dated as of March
27, 2001, by and between Opryland Hotel Nashville, LLC, as Borrower, and Merrill
Lynch Mortgage Lending, Inc., as Lender.
4. The Credit Agreement, as amended here by, 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 the Fourth Amendment and their rights and
remedies under said letter agreements.
5. 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 Agreement; (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 Agreement; (d) represents and warrants that it has received and reviewed
this Agreement; 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
Agreement or otherwise.
6. All capitalized terms not separately defined herein shall have
the meanings ascribed thereto in the Credit Agreement.
7. This Agreement may not be amended, modified or otherwise changed
in any manner except by a writing executed by all of the parties hereto.
8. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
9. This Agreement 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, Guarantors, Administrative
Agent, and the undersigned Lenders have executed this Fourth Amendment as of the
date first above written.
BORROWER:
GAYLORD ENTERTAINMENT COMPANY
By: /s/ A. Key Foster III
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Name: A. Key Foster III
Title: Vice President
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: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
Title: Vice President
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LENDERS:
DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as
Administrative Agent
By: /s/ George Reynolds
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Name: George Reynolds
Title: Vice President
CITICORP REAL ESTATE, INC.
By: /s/ Michael P. Psyllos
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Name: Michael P. Psyllos
Title: Vice President
CIBC INC.
By: /s/ Paul J. Chakmak
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Name: Paul J. Chakmak
Title: Managing Director
CIBC World Markets Corp., As Agent
GUARANTORS:
COUNTRY MUSIC TELEVISION INTERNATIONAL, INC., a Delaware
corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
Title: Vice President
ACUFF-ROSE MUSIC PUBLISHING, INC., a Tennessee corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
Title: Vice President
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ACUFF-ROSE MUSIC, INC., a Tennessee corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
--------------------------------------------------
Title: Vice President
-------------------------------------------------
GAYLORD PROGRAM SERVICES, INC., a
Delaware corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
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Title: Vice President
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WILDHORSE SALOON ENTERTAINMENT
VENTURES, INC., a Tennessee corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
--------------------------------------------------
Title: Vice President
-------------------------------------------------
OPRYLAND HOSPITALITY, LLC, a
Tennessee limited liability company
By: Gaylord Entertainment Company, a
Delaware Corporation, its sole member
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
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Title: Vice President
-------------------------------------------------
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MILENE MUSIC, INC., a Tennessee corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
--------------------------------------------------
Title: Vice President
-------------------------------------------------
SPRINGHOUSE MUSIC, INC., a Tennessee
corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
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Title: Vice President
-------------------------------------------------
OPRYLAND THEATRICALS, INC., a
Delaware corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
--------------------------------------------------
Title: Vice President
-------------------------------------------------
OPRYLAND HOTEL-TEXAS, LIMITED
PARTNERSHIP, a Delaware limited partnership
By: Opryland Hospitality, LLC, its general partner
By: Gaylord Entertainment Company, its
sole member
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
--------------------------------------------------
Title: Vice President
-------------------------------------------------
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OPRYLAND HOTEL-TEXAS, LLC, a Delaware
limited liability company
By: Gaylord Entertainment Company, its sole member
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
--------------------------------------------------
Title: Vice President
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OPRYLAND PRODUCTIONS, INC., a Tennessee corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
--------------------------------------------------
Title: Vice President
-------------------------------------------------
OPRYLAND ATTRACTIONS, INC., a Delaware
corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
--------------------------------------------------
Title: Vice President
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HICKORY RECORDS, INC., a Tennessee
corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
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Title: Vice President
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CORPORATE MAGIC, INC., a Texas corporation
By: /s/ A. Key Foster III
--------------------------------------------------------
Name: A. Key Foster III
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Title: Vice President
-------------------------------------------------
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CCK, INC., a Texas corporation
By: /s/ A. Key Foster III
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Name: A. Key Foster III
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Title: Vice President
-------------------------------------------------
GAYLORD INVESTMENTS, INC., a Delaware
corporation
By: /s/ A. Key Foster III
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Name: A. Key Foster III
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Title: Vice President
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GRAND OLE OPRY TOURS, INC., a Tennessee
corporation
By: /s/ A. Key Foster III
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Name: A. Key Foster III
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Title: Vice President
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