EXHIBIT 10.1
LOAN EXTENSION AND GUARANTEE RATIFICATION AGREEMENT
This LOAN EXTENSION AND GUARANTEE RATIFICATION Agreement (this
"Agreement") is entered into as of this 31st day of March, 2004, by and between
OPRYLAND HOTEL NASHVILLE, LLC, a Delaware limited liability company, having an
address at c/o Gaylord Entertainment Company, One Gaylord Drive, Nashville, TN
37214, Attn: Chief Financial Officer ("Borrower") and LASALLE BANK NATIONAL
ASSOCIATION, as Trustee under the Trust and Servicing Agreement, dated as of
April 1, 2001, for the Commercial Mortgage Pass-Through Certificates, Series
2001-OPRY, having an address at 135 S. LaSalle Street, Suite 1625, Chicago, IL
60603, Attn: Asset-Backed Securities Trust Services Group--Opryland Hotel Trust,
Series 2001-OPRY (together with its successors and assigns, "Lender").
RECITALS
WHEREAS, Borrower and Merrill Lynch Mortgage Lending, Inc. ("Original
Lender") entered into that certain Amended and Restated Loan and Security
Agreement, dated as of March 27, 2001 as amended by that certain Loan
Modification Agreement dated as of April 1, 2001 (as may be further amended,
modified, restated and in effect, from time to time, the "Loan Agreement"),
pursuant to which Borrower obtained a loan (the "Loan") in the principal amount
of $275,000,000. Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the meanings set forth in the Loan Agreement.
WHEREAS, the Loan was assigned to Lender. Wells Fargo Bank, National
Association (the "Servicer") currently acts as servicer of the Loan.
WHEREAS, Section 2.5 of the Loan Agreement provides for two one-year
extensions of the Maturity Date of the Loan provided that certain conditions are
met.
WHEREAS, Borrower desires to exercise its first one-year extension of
the Maturity Date, which shall extend the Maturity Date to March 31, 2005,
provided Borrower satisfies all of the terms and conditions contained in this
Agreement and the Loan Documents.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:
1. Extended Maturity Date. The Maturity Date of the Loan shall be March
31, 2005.
2. Conditions Satisfied. Borrower hereby represents and warrants that
all of the conditions precedent to the extension of the Maturity Date have been
satisfied, including, without limitation, those set forth in Sections 2.3 and
2.5 of the Loan Agreement.
3. Environmental and Hazardous Substance Indemnification Agreement.
Borrower reaffirms and ratifies the terms and provisions of that certain
Environmental and Hazardous Substance Indemnification Agreement, dated as of
March 27, 2001, by and among Borrower and Original Lender (as amended, modified,
restated and in effect from time to time, the "Environmental and Hazardous
Substance Indemnification Agreement") and agrees that the obligations of
Borrower thereunder are in no way diminished as a result of the extension of the
Maturity Date of the Loan.
4. Guaranty of Recourse Obligations. Gaylord Entertainment Company
reaffirms and ratifies the terms and provisions of that certain Guaranty of
Recourse Obligations, dated as of March 27, 2001, made by Gaylord Entertainment
Company in favor of Original Lender (as amended, modified, restated and in
effect from time to time, the "Guaranty of Recourse Obligations") and agrees
that the obligations of Gaylord Entertainment Company thereunder are in no way
diminished as a result of the extension of the Maturity Date of the Loan.
Gaylord Entertainment Company represents, warrants and covenants that (a) it is
a duly organized and validly existing corporation in good standing under the
laws of Delaware, (b) it has the requisite power and authority to carry on its
business as now being conducted, (c) it is duly qualified to do business in each
jurisdiction in which the nature of its business makes such qualification
necessary or desirable, (d) it has the requisite power to execute, deliver and
perform its obligations under this Agreement, (e) this Agreement constitutes a
legal, valid and binding obligation of Gaylord Entertainment Company,
enforceable against it in accordance with its terms, (f) no consent, approval,
order or authorization of any governmental authority or other Person is required
in connection with the execution and delivery of this Agreement by Gaylord
Entertainment Company and the performance and consummation of the transactions
contemplated hereby, and (g) the execution and delivery of this Agreement by
Gaylord and the performance and consummation of the transactions contemplated
hereby do not and will not violate the charter and bylaws of Gaylord, any
applicable law or regulation, any material judgment, order, writ, decree,
statute, rule or regulation applicable to Gaylord or any material agreement to
which Gaylord is a party or by which it is bound.
5. Miscellaneous.
(a) Borrower represents, warrants and covenants that, (i) Borrower
(A) is a duly organized and validly existing limited liability company in good
standing under the laws of Delaware, (B) has the requisite power and authority
to carry on its business as now being conducted, (C) is duly qualified to do
business in each jurisdiction in which the nature of its business makes such
qualification necessary or desirable and (D) has the requisite power to execute,
deliver and perform its obligations under this Agreement, (ii) Borrower's name,
as it appears in the organizational document on file in the state of Delaware,
is Opryland Hotel Nashville, LLC, (iii) all UCC financing statements filed in
connection with the Loan correctly
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and accurately reflect the Borrower's current address as set forth in the
recitals hereto and organizational information as set forth in subsections (i)
and (ii) of this Section, (iv) this Agreement and the documents executed in
connection herewith constitute legal, valid and binding obligations of Borrower,
enforceable against Borrower in accordance with their terms, (v) no consent,
approval, order or authorization of any governmental authority or other Person
is required in connection with the execution and delivery of this Agreement by
Borrower and the performance and consummation of the transactions contemplated
hereby, and (vi) the execution and delivery of this Agreement by Borrower and
the performance and consummation of the transactions contemplated hereby do not
and will not violate the organizational documents of Borrower, any applicable
law or regulation, any material judgment, order, writ, decree, statute, rule or
regulation applicable to Borrower or any material agreement to which Borrower is
a party or by which it is bound.
(b) This Agreement applies to, inures to the benefit of, and binds
all parties hereof, their heirs, legatees, devisees, administrators, executors,
and permitted successors and assigns. This Agreement may not be amended,
modified or otherwise changed in any manner except by a writing executed by all
of the parties hereto.
(c) In case any provision of this Agreement shall be invalid,
illegal, or unenforceable, such provision shall be deemed to have been modified
to the extent necessary to make it valid, legal, and enforceable. The validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
(d) Borrower shall execute and deliver such further instruments and
perform such further acts as may be reasonably requested by Lender from time to
time to confirm the provisions of this Agreement and the Loan Documents, to
carry out more effectively the purposes of this Agreement and the Loan
Documents, or to confirm the priority of any lien created by any of the Loan
Documents.
(e) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to the conflict
of laws provisions of said State.
(f) The Loan Documents remain in full force and effect and Borrower
hereby reaffirms and ratifies the Loan Documents. None of the representations,
warranties or covenants contained herein shall in any way limit any
representation, warranty or covenant contained in any Loan Document. This
Agreement constitutes a "Loan Document" as defined in the Loan Agreement.
(g) 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Loan
Extension and Guarantee Ratification Agreement as of the date first written
above.
BORROWER:
OPRYLAND HOTEL NASHVILLE, LLC,
a Delaware limited liability company
By: /s/ David C. Kloeppel
--------------------------------
Name: David C. Kloeppel
Title: Executive Vice President
[Signatures continued on following page]
LENDER:
LASALLE BANK NATIONAL ASSOCIATION, a
national banking association, as trustee
for the holders of the Commercial
Mortgage Pass-Through Certificates,
Series 2001-OPRY
By: Wells Fargo Bank, National
Association, as Servicer and
Special Servicer under the Trust
and Servicing Agreement, dated as
of April 1, 2001, by and among
OHN Finance, LLC, Wells Fargo
Bank, National Association,
LaSalle Bank National Association
and ABN Amro Bank N.V.
By: /s/ Barbara B. Vaughn
---------------------------
Name: Barbara B. Vaughn
Title: Vice President
[Signatures continued on following page]
Acknowledged and agreed solely for purposes
of Section 4 of this Agreement:
GAYLORD ENTERTAINMENT COMPANY, a
Delaware corporation
By: /s/ David C. Kloeppel
-------------------------------
Name: David C. Kloeppel
Title: Executive Vice President and
Chief Financial Officer