EX-10.1



 




EXHIBIT
10.1




Mr. T. Patrick Duncan

January 21, 2008

Page 1




January 21, 2008




Mr. T. Patrick Duncan, President

LCWW Partners

c/o USAA Real Estate Company

9830 Colonnade Boulevard, Suite 600

San Antonio, TX 78230




	 	 	 
	Re:
	 	Amendment Number 1 to November 19, 2007

	 	 	Agreement of Purchase and Sale






Dear Pat:



     This letter will serve as Amendment No. 1 to our November 19, 2007 Agreement of Purchase and
Sale (the “Agreement”). Capitalized terms used herein shall have the meanings ascribed to them in
the Agreement.



     You and I have agreed to extend the possible Closing Date under the Agreement for an
additional ninety (90) days. Accordingly, Section 1.1 of the Agreement is amended by deleting the
definitions for “Closing Date” and “Management Termination Date” in their entirety and replacing
them with the following:




     “‘Closing Date’ shall mean the date on which the Closing shall occur,
which date shall be April 30, 2008 (which date shall not be subject to extension
pursuant to any provision of this Agreement), but in any event contemporaneously with
the Management Termination Date”




     “‘Management Termination Date’ shall mean April 30, 2008 pursuant to a
modification of Seller’s original notice of termination of Management Agreement to be
delivered on January 22, 2008.



     You and I have also discussed the need for Gaylord to find a capital partner to work with on
this transaction. Accordingly, a new Section 10.24 shall be added to the Agreement as follows:




     “(10.24) Financing. The Closing shall be conditioned on Purchaser
arranging financing satisfactory to it in its sole discretion in order to fund the
purchase contemplated by the Agreement (the” Financing Contingency”). Purchaser shall
advise Sellers in writing no less than seven (7) days prior to Closing Date whether or
not the Financing Contingency has been satisfied. If Purchaser



 









 





Mr. T. Patrick Duncan

January 21, 2008

Page 2




notifies Sellers that the Financing Contingency has not been satisfied or if Purchaser
fails to timely notify Sellers that such contingency has been satisfied then, the
Agreement shall automatically terminate, Sellers shall retain the Deposit and neither
party shall have any further rights or obligations hereunder except for those
obligations of Purchaser which expressly survive termination of the Agreement.”



Simultaneously with the execution of this Amendment No. 1, and as consideration for
Sellers execution of this Agreement Purchaser hereby instructs the Escrow Agent to
release the Deposit to Sellers without any further action by any party, and agrees to
execute any documents requested by the Escrow Agent to confirm the release of such
funds. Notwithstanding anything to the contrary in the Agreement, the Deposit shall
be non-refundable to Purchaser in all circumstances, except for the voluntary and
intentional default by Sellers in their obligations to be performed on the Closing
Date. Sellers acknowledge that their receipt of the Deposit is their sole and
exclusive remedy under the Agreement for Purchaser’s failure to close the transaction;
provided that Sellers shall retain the right to enforce all indemnities of Sellers by
Purchaser set forth in the Agreement. This letter also confirms that you have
modified or will timely modify the Management Agreement termination notice you
previously delivered to Manager so as to cause the Management Termination date to
occur on April 30, 2008.




     The Agreement is hereby deemed to be amended and supplemented in accordance with
the provisions set forth above. Except as expressly set forth in this Amendment, all
agreements and provisions contained in the Agreement are hereby ratified, readopted,
approved, and confirmed and remain in full force and effect.



	 	 	 	 	 
	 	Very truly yours,



GAYLORD ENTERTAINMENT COMPANY

 	 
	 	By:  	/s/ Colin V. Reed
 	 
	 	 	Colin V. Reed, Chief Executive Officer 	 
	 	 	




 









 





Mr. T. Patrick Duncan

January 21, 2008

Page 3




ACCEPTED AND AGREED TO:




SELLERS:




LCWW PARTNERS, a Texas joint venture




	 	 	 
	By:

	 	US — LAS COLINAS LIMITED
	 

	 	PARTNERSHIP, a Texas limited
	 

	 	Partnership, its managing venturer






	 	 	 
	By:

	 	LAS COLINAS MANAGEMENT
	 

	 	COMPANY, a Delaware corporation,
	 

	 	its general partner






	 	 	 	 	 
	 	 	 
	 	By:  	                 /s/ T. Patrick Duncan
 	 
	 	 	Name:  	T. Patrick Duncan 	 
	 	 	Title:  	President and CEO 	 
	 



LA CANTERA DEVELOPMENT COMPANY,

a Delaware corporation




	 	 	 	 	 
	 	 	 
	By:  	/s/ T. Patrick Duncan
 	 	 
	 	Name:  	T. Patrick Duncan 	 	 
	 	Title:  	President and CEO