EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
OUTSTANDING 6.75% SENIOR NOTES DUE 2014
OF
GAYLORD ENTERTAINMENT COMPANY
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS
DATED , 2005
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2005 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED BY THE COMPANY.
The Exchange Agent for the Exchange Offer is:
U.S. BANK NATIONAL ASSOCIATION
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By Mail: By Hand: By Facsimile:
U.S. Bank National Association U.S. Bank National Association (651) 495-8158 (for eligible
60 Livingston Avenue 60 Livingston Avenue institutions only)
St. Paul, MN 55107 St. Paul, MN 55107 Confirm by Telephone:
Attention: Specialized Finance Attention: Specialized Finance (800) 934-6802
(800) 934-6802 (800) 934-6802
</Table>
Delivery of this Letter of Transmittal to an address other than as set
forth above or transmission of instructions via a facsimile transmission to a
number other than as set forth above will not constitute a valid delivery.
If you wish to exchange currently outstanding and unregistered 6.75% senior
notes due 2014 for an equal aggregate principal amount at maturity of new 6.75%
senior notes due 2014 pursuant to the Exchange Offer, you must validly tender
(and not withdraw) such unregistered notes to the Exchange Agent prior to the
Expiration Date.
The undersigned hereby acknowledges receipt of the Prospectus,
dated , 200 (the "Prospectus"), of Gaylord Entertainment Company, a
Delaware corporation (the "Company"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together describe the Company's offer (the
"Exchange Offer") to exchange its 6.75% Senior Notes due 2014 (the "New Notes")
that have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of its outstanding and
unregistered 6.75% Senior Notes due 2014 (the "Outstanding Notes"). Capitalized
terms used but not defined herein have the respective meanings given to them in
the Prospectus.
The Company reserves the right, at any time or various times, to extend the
Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest date to which the Exchange Offer is extended. The Company
shall notify the Exchange Agent and each registered holder of the Outstanding
Notes of any extension by oral or written notice no later than 9:00 a.m., New
York City time, on the business day after the previously scheduled Expiration
Date.
This Letter of Transmittal is to be used by a holder of Outstanding Notes
if Outstanding Notes are to be forwarded herewith. An Agent's Message (as
defined in the next sentence) is to be used if delivery of Outstanding Notes is
to be made by book-entry transfer to the account maintained by the Exchange
Agent at The Depository Trust Company (the "Book-Entry Transfer Facility")
pursuant to the procedures set forth in the Prospectus under the caption
"Exchange Offer -- Procedures for Tendering." The term "Agent's Message" means a
message, transmitted by the Book-Entry Transfer Facility and received by the
Exchange Agent and forming a part of the confirmation of a
book-entry transfer ("Book-Entry Confirmation"), which states that the
Book-Entry Transfer Facility has received an express acknowledgment from a
participant tendering Outstanding Notes that are the subject of such Book-Entry
Confirmation and that such participant has received and agrees to be bound by
the terms of the Letter of Transmittal and that the Company may enforce such
agreement against such participant. Holders of Outstanding Notes whose
Outstanding Notes are not immediately available, or who are unable to deliver
their Outstanding Notes and all other documents required by this Letter of
Transmittal to the Exchange Agent on or prior to the Expiration Date, or who are
unable to complete the procedure for book-entry transfer on a timely basis, must
tender their Outstanding Notes according to the guaranteed delivery procedures
set forth in the Prospectus under the caption "Exchange Offer -- Guaranteed
Delivery Procedures." Delivery of documents to the Book-Entry Transfer Facility
does not constitute delivery to the Exchange Agent.
The term "holder" with respect to the Exchange Offer means any person in
whose name Outstanding Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from such
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer. Holders who wish to tender their Outstanding
Notes must complete this Letter of Transmittal in its entirety.
SIGNATURES MUST BE PROVIDED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
2
Ladies and Gentlemen:
1. The undersigned hereby tenders to the Company the Outstanding Notes
described in the box entitled "Description of Outstanding Notes Tendered"
pursuant to the Company's offer of $1,000 principal amount at maturity of New
Notes in exchange for each $1,000 principal amount at maturity of the
Outstanding Notes, upon the terms and subject to the conditions contained in the
Prospectus, receipt of which is hereby acknowledged, and in this Letter of
Transmittal.
2. The undersigned hereby represents and warrants that it has full
authority to tender the Outstanding Notes described above. The undersigned will,
upon request, execute and deliver any additional documents deemed by the Company
to be necessary or desirable to complete the tender of Outstanding Notes.
3. The undersigned understands that the tender of the Outstanding Notes
pursuant to all of the procedures set forth in the Prospectus will constitute an
agreement between the undersigned and the Company as to the terms and conditions
set forth in the Prospectus.
4. The undersigned acknowledge(s) that the Exchange Offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corp., SEC No-Action Letter (available May 13,
1988), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991)
and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), that the
New Notes issued in exchange for the Outstanding Notes pursuant to the Exchange
Offer may be offered for resale, resold and otherwise transferred by holders
thereof (other than a broker-dealer who purchased Outstanding Notes exchanged
for such New Notes directly from the Company to resell pursuant to Rule 144A or
any other available exemption under the Securities Act of 1933, as amended (the
"Securities Act"), and any such holder that is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act), without compliance
with the registration and prospectus delivery provisions of the Securities Act,
provided that such New Notes are acquired in the ordinary course of such
holders' business and such holders are not participating in, and have no
arrangement with any person to participate in, the distribution of such New
Notes.
5. Unless the box under the heading "Special Registration Instructions" is
checked, the undersigned hereby represents and warrants that:
a. the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the undersigned,
whether or not the undersigned is the holder;
b. neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such New Notes;
c. neither the holder nor any such other person is an "affiliate," as
such term is defined under Rule 405 promulgated under the
Securities Act, of the Company or if it is an affiliate, such
holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable; and
d. neither the undersigned nor any such other person is engaging in or
intends to engage in a distribution of such New Notes.
6. The undersigned may, if unable to make all of the representations and
warranties contained in Item 5 above and as otherwise permitted in the
registration rights agreement, dated as of November 30, 2004 (the "Registration
Rights Agreement"), by and among the Company and the Initial Purchasers (as
defined therein), elect to have its Outstanding Notes registered in the shelf
registration statement described in the Registration Rights Agreement. Such
election may be made by checking the box below entitled "Special Registration
Instructions." By making such election, the undersigned agrees, as a holder of
Outstanding Notes participating in a shelf registration, to indemnify and hold
harmless the Company and its affiliates, their respective officers, directors,
partners, employees, representatives and agents and each person who controls the
Company within the meaning of either the Securities Act or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), from and against any and
all losses, claims, damages, liabilities, judgments, actions and expenses
(including, without limitation, and as incurred, reimbursement of all reasonable
costs of investigating, preparing, pursuing, settling, compromising, paying or
defending any claim or action, or any investigation or proceeding by an
governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel) joint or several, directly or indirectly caused by
any untrue
3
statement or alleged untrue statement of a material fact contained in any shelf
registration statement or prospectus, or in any supplement thereto or amendment
thereof, or caused by the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; but only with respect to information relating to the
undersigned furnished in writing by or on behalf of the undersigned expressly
for use in a shelf registration statement, a prospectus or any amendments or
supplements thereto. Any such indemnification shall be governed by the terms and
subject to the conditions set forth in the Registration Rights Agreement,
including, without limitation, the applicable provisions regarding notice,
retention of counsel, contribution and payment of expenses set forth therein.
The above summary of the indemnification provision of the Registration Rights
Agreement is not intended to be exhaustive and is qualified in its entirety by
the Registration Rights Agreement.
7. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Outstanding Notes, it represents that the
Outstanding Notes to be exchanged for New Notes were acquired by it as a result
of market-making activities or other trading activities and acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. If the undersigned is a broker-dealer and Outstanding Notes
held for its own account were not acquired as a result of market-making or other
trading activities, such Outstanding Notes cannot be exchanged pursuant to the
Exchange Offer.
8. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.
9. Unless otherwise indicated herein under "Special Delivery
Instructions," please issue the certificates for the New Notes in the name of
the undersigned.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space below is inadequate, list the registered numbers and
principal amounts on a separate signed schedule and affix the list to this
Letter of Transmittal.
4
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DESCRIPTION OF OUTSTANDING NOTES TENDERED
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AGGREGATE PRINCIPAL
AMOUNT REPRESENTED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) REGISTERED BY OUTSTANDING PRINCIPAL AMOUNT
EXACTLY AS NAME(S) APPEAR(S) ON OUTSTANDING NOTES NUMBER(S)* NOTE(S) TENDERED**
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</Table>
* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Outstanding Notes
will be deemed to have tendered the entire aggregate principal amount
represented by such Outstanding Notes. All tenders must be in integral
multiples of $1,000.
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METHOD OF DELIVERY
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
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Date of Execution of Notice of Guaranteed Delivery:
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Window Ticket Number (if available):
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Name of Eligible Institution that Guaranteed Delivery:
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Account Number (if delivered by book-entry transfer):
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5
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Outstanding Notes in a principal amount not
tendered, or New Notes issued in exchange for Outstanding Notes accepted for
exchange, are to be issued in the name of someone other than the undersigned, or
(ii) if Outstanding Notes tendered by book-entry transfer that are not exchanged
are to be returned by credit to an account maintained at the Book-Entry Transfer
Facility. Issue New Notes and/or Outstanding Notes to:
Name:
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(TYPE OR PRINT)
Address:
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(ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(COMPLETE SUBSTITUTE FORM W-9)
Credit Unexchanged Outstanding Notes
Delivered by Book-Entry Transfer
to the Book-Entry Transfer Facility
Set Forth Below:
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Book-Entry Transfer Facility
Account Number:
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY if the New Notes are to be issued or sent to someone
other than the undersigned or to the undersigned at an address other than as
indicated above.
Mail [ ] Issue [ ] (check appropriate boxes)
Name:
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(TYPE OR PRINT)
Address:
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(ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
SPECIAL REGISTRATION INSTRUCTIONS
To be completed ONLY if (i) the undersigned satisfies the conditions set forth
in Item 6 above, (ii) the undersigned elects to register its Outstanding Notes
in the shelf registration statement described in the Registration Rights
Agreement and (iii) the undersigned agrees to indemnify certain entities and
individuals as set forth in Item 6 above. (See Item 6.)
[ ] By checking this box, the undersigned hereby (i) represents that it is
unable to make all of the representations and warranties set forth in Item 5
above and is entitled to have its Outstanding Notes registered in a shelf
registration statement in accordance with the Registration Rights Agreement,
(ii) elects to have its Outstanding Notes registered pursuant to the shelf
registration statement described in the Registration Rights Agreement and (iii)
agrees to comply with the Registration Rights Agreement and indemnify certain
entities and individuals identified in, and to the extent provided in, Item 6
above.
SPECIAL BROKER-DEALER INSTRUCTIONS
[ ] CHECK HERE if you are a broker-dealer and wish to receive 10 additional
copies of the Prospectus and 10 copies of any amendments or supplements
thereto.
Name(s):
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
Signature(s) of Registered Holders of Outstanding Notes:
X
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X
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Dated:
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(The above lines must be signed by the registered holder(s) of Outstanding Notes
as its name(s) appear(s) on the Outstanding Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of which must be
transmitted with this Letter of Transmittal. If Outstanding Notes to which this
Letter of Transmittal relate are held of record by two or more joint holders,
then all such holders must sign this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
then such person must (i) set forth his or her full title below and (ii) unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority so to act. See Instruction 5 regarding completion of this
Letter of Transmittal, printed below.)
Name(s):
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(PLEASE TYPE OR PRINT)
Capacity:
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Address:
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(ZIP CODE)
Area Code and Telephone Numbers:
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SIGNATURE GUARANTEE
(SEE INSTRUCTION 5)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(Name of Eligible Institution Guaranteeing Signatures)
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(Address (including zip code) and Telephone Number (including area code) of
Firm)
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(Authorized Signature)
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(Printed Name)
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(Title)
Dated:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES OR BOOK-ENTRY
CONFIRMATIONS.
All physically delivered Outstanding Notes or any confirmation of a
book-entry transfer to the Exchange Agent's account at the Book-Entry Transfer
Facility of Outstanding Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or Agent's Message or facsimile hereof, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City
time, on the Expiration Date.
The method of delivery of the tendered Outstanding Notes, this Letter of
Transmittal and all other required documents to the Exchange Agent is at the
election and risk of the holder and, except as otherwise provided below, the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If such delivery is by mail, it is recommended that registered
mail, properly insured, with return receipt requested, be used. Instead of
delivery by mail, it is recommended that the holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
delivery to the Exchange Agent before the Expiration Date. No Letter of
Transmittal or Outstanding Notes should be sent to the Company.
2. GUARANTEED DELIVERY PROCEDURES.
Holders who wish to tender their Outstanding Notes and whose Outstanding
Notes are not immediately available or who cannot deliver their Outstanding
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis and deliver an Agent's
Message, must tender their Outstanding Notes according to the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedures, a
tender may be effected if the Exchange Agent has received at its office, on or
prior to the Expiration Date, a properly completed and duly executed Notice of
Guaranteed Delivery by facsimile transmission, mail or hand delivery or a
properly transmitted Agent's Message and Notice of Guaranteed Delivery from an
Eligible Institution (defined as a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States, or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act) setting forth the name and address of
the tendering holder, the name(s) in which the Outstanding Notes are registered,
the certificate number(s) and the principal amount of the Outstanding Notes to
be tendered, and stating that the tender is being made thereby and guaranteeing
that, within three New York Stock Exchange trading days after the expiration
date, such properly completed and executed Letter of Transmittal or facsimile
transmission thereof by the Eligible Institution, such Outstanding Notes, in
proper form for transfer (or a confirmation of book-entry transfer of such
Outstanding Notes into the Exchange Agent's account at the Book-Entry Transfer
Facility), will be delivered by such Eligible Institution together with any
other required documents to the Exchange Agent. Unless Outstanding Notes being
tendered by the above-described method are deposited with the Exchange Agent
within the time period set forth above (accompanied or preceded by a properly
completed Letter of Transmittal and any other required documents), the Company
may, at its option, reject the tender.
Any holder of Outstanding Notes who wishes to tender Outstanding Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00
p.m., New York City time, on the Expiration Date. Upon request of the Exchange
Agent, a Notice of Guaranteed Delivery will be sent to holders who wish to
tender their Outstanding Notes according to the guaranteed delivery procedures
set forth above. See "Exchange Offer -- Guaranteed Delivery Procedures" in the
Prospectus.
3. TENDER BY HOLDER.
Only a registered holder of Outstanding Notes may tender such Outstanding
Notes in the Exchange Offer. Any beneficial holder of Outstanding Notes who is
not the registered holder and who wishes to tender should arrange with the
registered holder to execute and deliver this Letter of Transmittal on his
behalf or must, prior to completing and executing this Letter of Transmittal and
delivering his Outstanding Notes, either make appropriate arrangements to
register ownership of the Outstanding Notes in such holder's name or obtain a
properly completed bond power from the registered holder.
4. PARTIAL TENDERS.
Tenders of Outstanding Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Outstanding Notes is
tendered, the tendering holder should fill in the principal amount tendered in
the appropriate column of the box entitled "Description of Outstanding Notes
Tendered" above. The entire principal amount of Outstanding Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of all Outstanding Notes is not
tendered, then Outstanding Notes for the principal amount of Outstanding Notes
not tendered and New Notes issued in exchange for any Outstanding Notes accepted
will be sent to the holder at his or her registered address, unless a different
address is provided in the appropriate box on this Letter of Transmittal,
promptly after the Outstanding Notes are accepted for exchange.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder(s) of the Outstanding Notes tendered hereby, the signature
must correspond with the name(s) as written on the face of the Outstanding Notes
without alteration, enlargement or any change whatsoever. If this Letter of
Transmittal (or facsimile hereof) is signed by a participant in the Book-Entry
Transfer Facility, the signature must correspond with the name as it appears on
the security position listing as the holder of the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Outstanding Notes listed and tendered hereby and
the New Notes issued in exchange therefor are to be issued (or any untendered
principal amount of Outstanding Notes is to be reissued) to the registered
holder, the holder need not and should not endorse any tendered Outstanding
Notes, nor provide a separate bond power. In any other case, such holder must
either properly endorse the Outstanding Notes tendered or transmit a properly
completed separate bond power with this Letter of Transmittal, with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered holder or holders of any Outstanding Notes listed,
such Outstanding Notes must be endorsed or accompanied by appropriate bond
powers, in each case signed as the name of the registered holder or holders
appears on the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) or any Outstanding
Notes or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and, unless waived by the Company, evidence satisfactory to the Company
of their authority to act must be submitted with this Letter of Transmittal.
Endorsements on Outstanding Notes and signatures on bond powers required by
this Instruction 5 must be guaranteed by an Eligible Institution. Signatures on
this Letter of Transmittal (or facsimile hereof) need not be guaranteed by an
Eligible Institution if (i) the Outstanding Notes are tendered by a registered
holder of Outstanding Notes including a participant in the Book-Entry Transfer
Facility system whose name appears on a security position listing as the holder
of such Outstanding Notes who has not completed the box entitled "Special
Issuance Instructions" or (ii) for the account of an Eligible Institution and
the box entitled "Special Registration Instructions" has not been completed.
6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.
Tendering holders should indicate, in the applicable box or boxes, the name
and address (or account at the Book-Entry Transfer Facility) to which New Notes
or substitute Outstanding Notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated.
Tax law requires that a holder of any Outstanding Notes that are accepted
for exchange must provide the Company (as payor) with its correct taxpayer
identification number ("TIN"), which, in the case of a holder who is an
individual, is his or her social security number. If the Company is not provided
with the correct TIN, the holder may be subject to a monetary penalty imposed by
Internal Revenue Service. (If withholding results in an overpayment of taxes, a
refund may be obtained). Certain holders (including, among others, all
corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the Outstanding Notes are registered in more than one name or are not in the
name of the actual owner, see the enclosed "Guidelines for Certification of
Taxpayer Identification Number of Substitute Form W-9" for information on which
TIN to report.
The Company reserves the right in its sole discretion to take whatever
steps necessary to comply with the Company's obligations regarding backup
withholding.
7. VALIDITY OF TENDERS.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, and withdrawal of tendered Outstanding Notes will be
determined by the Company, in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any or all
tenders not in proper form or the acceptance for exchange of which may, in the
opinion of counsel for the Company, be unlawful. The Company also reserves the
absolute right to waive any of the conditions of the Exchange Offer or any
defect or irregularity in the tender of any Outstanding Notes. To the extent the
Company waives any condition to the Exchange Offer, it will waive such condition
for all holders of the Outstanding Notes. The Company's interpretation of the
terms and conditions of the Exchange Offer (including the instructions on the
Letter of Transmittal) will be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Outstanding Notes
must be cured within such time as the Company shall determine. Although the
Company intends to notify holders of defects or irregularities with respect to
tenders of Outstanding Notes, neither the Company, the Exchange Agent, nor any
other person shall be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to give such
notification. Tenders of Outstanding Notes will not be deemed to have been made
until such defects or irregularities have been cured or waived. Any Outstanding
Notes received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holders, unless otherwise
provided in the Letter of Transmittal, as soon as practicable following the
Expiration Date.
8. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, in whole or part, any of
the conditions to the Exchange Offer set forth in the Prospectus or in this
Letter of Transmittal.
9. NO CONDITIONAL TENDER.
No alternative, conditional, irregular or contingent tender of Outstanding
Notes on transmittal of this Letter of Transmittal will be accepted.
10. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.
Any holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
11. REQUEST FOR ASSISTANCE OF ADDITIONAL COPIES.
Requests for assistance or for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address or
telephone number set forth on the cover page of this Letter of Transmittal.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer.
12. WITHDRAWAL.
Tenders may be withdrawn only pursuant to the limited withdrawal rights set
forth in the Prospectus under the caption "Exchange Offer -- Withdrawal of
Tenders."
IMPORTANT: This Letter of Transmittal or a manually signed facsimile
hereof (together with the outstanding notes delivered by book-entry transfer or
in original hard copy form) must be received by the Exchange Agent, or the
Notice of Guaranteed Delivery must be received by the Exchange Agent, prior to
the Expiration Date.
<Table>
<Caption>
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PAYOR'S NAME: GAYLORD ENTERTAINMENT COMPANY
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE
FORM W-9 BOX AT THE RIGHT AND CERTIFY BY SIGNING AND ------------------------------------
DATING BELOW. SOCIAL SECURITY NUMBER
DEPARTMENT OF THE
TREASURY Name: Or
-----------------------------------------
INTERNAL ------------------------------------------- ------------------------------------
REVENUE SERVICE BUSINESS NAME EMPLOYER IDENTIFICATION NUMBER
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PAYOR'S REQUEST FOR Please check appropriate box
TAXPAYER [ ] Individual/Sole Proprietor [ ] Corporation [ ] Partnership [ ] Other
IDENTIFICATION
NUMBER ("TIN") --------------------------------------------------------------------------------
ADDRESS
--------------------------------------------------------------------------------
CITY, STATE, ZIP CODE
- -------------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
PART 2 -- For Payees exempt from back-up withholding, see the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9, check the Exempt box below and complete the
Substitute Form W-9
Exempt: [ ]
- ----------------------------------------------------------------------------------------------------------
PART 3 -- CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a
number to be issued to me); and (2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a
U.S. resident alien).
- ----------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that
you are currently subject to backup withholding because of under reporting interest or dividends on your
tax return.
------------------------------------------
PART 4 -- AWAITING TIN [ ]
Signature: Please complete the Certificate of
- ------------------------------------------------------------ Authority Taxpayer Identification Numbers
Date: below.
- ------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF ANY PAYMENTS MADE TO YOU PURSUANT TO AN OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE
FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 4 OF SUBSTITUTE FORM
W-9.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED PART 4 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification number has not
been issued to me, and either (a) I have mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within 60 days of the payment date the
withholding amount will be remitted to the IRS.
<Table>
Signature: Date: , 200
----------------------------------------------------------- ------------------------------
</Table>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR.
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payor.
<Table>
<Caption>
- ---------------------------------------------------------------
GIVE THE NAME AND
TAXPAYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
- ---------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first individual
on the account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)
b. So-called trust account The actual owner(1)
that is not a legal or valid
trust under state law
5. Sole proprietorship or The owner(3)
single-member LLC account
6. A valid trust, estate, or The legal entity(4)
pension trust
7. Corporate or LLC electing The corporation
corporate status account
8. Association, club, The organization
religious, charitable,
educational or other
tax-exempt organization
9. Partnership or multi-member The partnership
LLC account
10. A broker or registered The broker or nominee
nominee
11. Account with the Department The public entity
of Agriculture in the name
of a public entity (such as
a state or local government,
school district, or prison)
that receives agricultural
program payments
- ---------------------------------------------------------------
</Table>
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a Social Security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) YOU MUST SHOW YOUR INDIVIDUAL NAME. You may also enter your business or
"DBA" name. You may use either your Social Security number or your employer
identification number (if you have one).
(4) List first and circle the name of the legal trust, estate or pension trust.
(Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title)
NOTE: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
RESIDENT ALIEN INDIVIDUALS: If you are a resident alien individual and you do
not have, and are not eligible to get, a Social Security number, your taxpayer
identification number is your individual taxpayer identification number ("ITIN")
as issued by the Internal Revenue Service. Enter it on the portion of the
Substitute Form W-9 where the Social Security number would otherwise be entered.
If you do not have an ITIN, see "Obtaining a Number" below.
OBTAINING A NUMBER.
If you do not have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Number Card (for individuals), or Form SS-4,
Application for Employer Identification Number (for businesses and all other
entities), at the local office of the Social Security Administration or the
Internal Revenue Service (the "IRS") and apply for a number. Resident alien
individuals who are not eligible to get a Social Security number and need an
ITIN should obtain Form W-7, Application for Individual Taxpayer Identification
Number, from the IRS.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING.
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except the payee in item (9). For broker transactions, payees
listed in items (1) through (13) and a person registered under the Investment
Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject
to reporting under sections 6041 and 6041A are generally exempt from backup
withholding only if made to payees described in items (1) through (7). Unless
otherwise indicated, all "section" references are to sections of the Internal
Revenue Code of 1986, as amended (the "Code").
LIST OF EXEMPT PAYEES: (1) A corporation. (2) An organization exempt from tax
under section 501(a), or an IRA, or a custodial account under section 403(b)(7)
if the account satisfies the requirements of section 401(f)(2). (3) The United
States or any of its agencies or instrumentalities. (4) A state, the District of
Columbia, a possession of the United States, or any of their political
subdivisions or instrumentalities. (5) A foreign government or any of its
political subdivisions, agencies or instrumentalities. (6) An international
organization or any of its agencies or instrumentalities. (7) A foreign central
bank of issue. (8) A dealer in securities or commodities required to register in
the United States, the District of Columbia, or a possession of the United
States. (9) A futures commission merchant registered with the Commodity Futures
Trading Commission. (10) A real estate investment trust. (11) An entity
registered at all times during the tax year under the Investment Company Act of
1940. (12) A common trust fund operated by a bank under section 584(a). (13) A
financial institution. (14) A middleman known in the investment community as a
nominee or custodian. (15) A trust exempt from tax under section 664 or
described in section 4947.
Exempt payees described above should file Substitute Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYOR; FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER; CHECK THE "EXEMPT" BOX IN PART 2, SIGN AND DATE
THE FORM AND RETURN IT TO THE PAYOR. IF YOU ARE A NON-RESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYOR THE
APPROPRIATE COMPLETED INTERNAL REVENUE SERVICE FORM W-8.
PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give their correct taxpayer identification
numbers to payors who must report the payments to the IRS. The IRS uses the
numbers for identification purposes and to verify the accuracy of tax returns.
The IRS also may provide this information to the Department of Justice for civil
and criminal litigation and to cities, states, and the District of Columbia to
carry out their tax laws. Payors also may disclose this information to other
countries under a tax treaty, or to Federal and state agencies to enforce
Federal nontax criminal laws and to combat terrorism. Payors must be given the
numbers whether or not recipients are required to file tax returns. Payors must
generally withhold tax from payments of taxable interest, dividend, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payor. The current rate of such withholding tax is 28%. Certain penalties
may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail
to furnish your correct taxpayer identification number to a payor, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.