EXHIBIT 4.1
STOCK PURCHASE WARRANT
This Warrant is issued this 7th day of November, 2002, by GAYLORD
ENTERTAINMENT COMPANY, a Delaware corporation (the "Company"), to GILMORE
ENTERTAINMENT GROUP, LLC, a South Carolina limited liability company (the
"Holder").
AGREEMENT:
1. Issuance of Warrant; Term. For and in consideration of good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company hereby grants to Holder the right to purchase 5,000
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"). The shares of Common Stock issuable upon exercise of this Warrant are
hereinafter referred to as the "Shares". This Warrant shall be exercisable at
any time and from time to time from the date hereof until November 7, 2012 (the
"Expiration Date").
2. Exercise Price. The exercise price (the "Exercise Price") per
share for which the Shares may be purchased pursuant to the terms of this
Warrant shall be $35.00.
3. Exercise. Pursuant to the terms and subject to the conditions
hereof, this Warrant may be exercised by the Holder hereof (but only on the
conditions hereafter set forth) in whole but not in part, upon delivery of
written notice of intent to exercise to the Company at the following address:
One Gaylord Drive, Nashville, TN, 37214, Attention: President, or such other
address as the Company shall designate in a written notice to the Holder hereof,
together with this Warrant and payment to the Company of the aggregate Exercise
Price of the Shares. The Exercise Price shall be payable by a certified or bank
check. Upon exercise of this Warrant as aforesaid, the Company shall as promptly
as practicable, and in any event within fifteen (15) days thereafter, execute
and deliver to the Holder of this Warrant a certificate for the total number of
whole Shares for which this Warrant is being exercised.
4. Covenants and Conditions. The above provisions are subject to
the following:
(a) Neither this Warrant nor the Shares have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or any state securities laws (the "Blue Sky Laws"). This Warrant has been
acquired for investment purposes and not with a view to distribution or resale
and may not be pledged, hypothecated, sold, made subject to a security interest,
or otherwise transferred without (i) an effective registration statement for
such Warrant under the Securities Act and such applicable Blue Sky Laws, or (ii)
an opinion of counsel, which opinion and counsel shall be reasonably
satisfactory to the Company and its counsel, that registration is not required
under the Securities Act or under any applicable Blue Sky Laws. Transfer of the
Shares issued upon the exercise of this Warrant shall be restricted in the same
manner and to the same extent as the Warrant, and the certificates representing
such Shares shall bear substantially the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW
AND MAY NOT
BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE
ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH
SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS
NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.
The Holder hereof and the Company agree to execute such other documents and
instruments as counsel for the Company reasonably deems necessary to effect the
compliance of the issuance of this Warrant and any shares of Common Stock issued
upon exercise hereof with applicable federal and state securities laws.
(b) The Company covenants and agrees that all Shares
which may be issued upon exercise of this Warrant will, upon issuance and
payment therefor, be legally and validly issued and outstanding, fully paid and
nonassessable, free from all taxes, liens, charges and preemptive rights, if
any, with respect thereto or to the issuance thereof. The Company shall at all
times reserve and keep available for issuance upon the exercise of this Warrant
such number of authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of this Warrant.
5. Transfer of Warrant. This Warrant may not be transferred, in
whole or in part, to any person or business entity, without prior approval of
the Company. Upon approval of a transfer of the Warrant by the Company, the
Warrant may be transferred in whole but not in part, subject to the provisions
of Section 4 hereof, by presentation of the Warrant to the Company with written
instructions for such transfer. Upon such presentation for transfer, the Company
shall promptly execute and deliver a new Warrant or Warrants in the form hereof
in the name of the assignee or assignees and in the denominations specified in
such instructions.
6. Warrant Holder Not Shareholder. This Warrant does not confer
upon the Holder, as such, any right whatsoever as a shareholder of the Company,
including, but not limited to, any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action (whether upon any recapitalization,
issue or reclassification of stock, merger or conveyance or otherwise), or to
receive notice of meetings, or to receive dividends or subscription rights,
until the Holder shall have exercised this Warrant in accordance with the
provisions hereof.
7. Adjustment Upon Changes in Stock. If all or any portion of
this Warrant shall be exercised subsequent to any stock split, stock dividend,
recapitalization, combination of shares of the Company, or other similar event,
occurring after the date hereof, then the Holder exercising this Warrant shall
receive, for the aggregate price paid upon such exercise, the aggregate number
and class of shares which such Holder would have received if this Warrant had
been exercised immediately prior to such stock split, stock dividend,
recapitalization, combination of shares, or other similar event. The Company
reserves the right to terminate this Warrant at any time prior to exercise by
paying to the Holder a per share amount equal to the difference between the
closing price of the Company's stock and the Exercise Price.
8. Notices. Except as otherwise expressly provided herein, all
notices referred to in this Warrant will be in writing and will be delivered
personally, sent by reputable express courier service (charges prepaid) or sent
by registered or certified mail, return receipt requested, postage prepaid and
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will be deemed to have been given when so delivered, one business day after
being so sent or three business days after being so deposited in the U.S. Mail
(i) to the Company, at its principal executive offices, and (ii) to the Holder
of this Warrant, at such holder's address as it appears in the records of the
Company (unless otherwise indicated by any such holder).
9. Descriptive Headings; Governing Law. The descriptive headings
of the several Sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. The construction,
validity and interpretation of this Warrant will be governed by the internal
law, and not the conflicts law, of the State of Tennessee.
10. Miscellaneous. No amendment or modification hereof shall be
effective except in a writing executed by each of the parties hereto. This
Warrant between the Company and Holder represents the entire agreement between
the parties concerning the subject matter hereof, and all oral discussions and
prior agreements are merged herein. This Warrant may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
Warrant.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.
GAYLORD ENTERTAINMENT COMPANY
a Delaware corporation
By: /s/ Carter R. Todd
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Title: Senior Vice President
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HOLDER:
GILMORE ENTERTAINMENT GROUP, LLC
By: /s/ Calvin Gilmore
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Title: Chief Executive Officer
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