Exhibit
10.1


 


AMENDMENT NO. 4
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT


 


AMENDMENT NO. 4 TO SIXTH AMENDED
AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of October 26, 2021, relating to the Sixth Amended and Restated
Credit Agreement, dated as of October 31, 2019, as amended by that certain Amendment No. 1 to Sixth Amended and Restated Credit Agreement,
dated as of April 23, 2020, as further amended by that certain Amendment No. 2 to Sixth Amended and Restated Credit Agreement, dated as
of December 22, 2020, and as further amended by that certain Amendment No. 3 to Sixth Amended and Restated Credit Agreement, dated as
of May 5, 2021 (together, and as otherwise amended, restated, modified, or supplemented prior to the date hereof, the “Existing
Credit Agreement”), by and among RHP HOTEL PROPERTIES, LP, a Delaware limited partnership (together with any permitted successors
and assigns, the “Borrower”), RYMAN HOSPITALITY PROPERTIES, INC., a Delaware corporation (the “Parent”),
the GUARANTORS from time to time party thereto (as defined in the Existing Credit Agreement) (collectively, the “Guarantors”),
the PLEDGORS from time to time party to the Pledge Agreement (as defined in the Existing Credit Agreement) (collectively, the “Pledgors”),
the LENDERS from time to time party thereto (collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent (in such capacity, collectively with its successors and assigns, the “Administrative Agent”).


 


RECITALS


 


WHEREAS, the Parent and its
Subsidiaries desire the ability to acquire certain new Investments, and, in connection therewith, to finance such new Investments with
proceeds from, among other things, the proceeds of new Equity Issuances which, pursuant to the Existing Credit Agreement, requires the
consent of the Required Lenders (defined below) during the Restricted Period.


 


In furtherance of the above,
the Borrower, the Parent, and the other Loan Parties have requested, and the Administrative Agent and the Required Lenders (as defined
below) have agreed, to modify certain provisions of the Existing Credit Agreement to, among other things, authorize Borrower or any Consolidated
Party to: (i) during the Restricted Period, enter into a single new Investment constituting an acquisition of real property and related
assets (and/or the equity interests in one or more entities which owns all or any portion of such real property or related assets) relating
to the type of businesses which are not prohibited by Section 8.07; (ii) utilize all or a portion of the proceeds of an Equity
Issuance, in part, to finance such new Investment; and (iii) assume certain non-recourse Indebtedness in connection with such Investment,
in each case upon the terms more particular set forth herein.


 


WHEREAS, pursuant to Section 11.01
of the Existing Credit Agreement, the Parent, the Borrower, the other Loan Parties, the Pledgors, the Administrative Agent and the Lenders
party hereto (representing the Required Lenders required pursuant to Section 11.01 of the Existing Credit Agreement) (collectively,
the “Required Lenders”), agree to amend the Existing Credit Agreement on the terms set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


SECTION
1.          Defined
Terms. Each capitalized term used but not otherwise defined herein shall have the meaning given to such term in the Existing Credit
Agreement. The rules of interpretation set forth in Section 1.02 of the Existing Credit Agreement are hereby incorporated
by reference herein, mutatis mutandis. Each reference to “hereof”, “hereunder”, “herein” and
 “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference
contained in the Existing Credit Agreement shall, after this Agreement becomes effective, refer to the Existing Credit Agreement as amended
hereby. For clarity, unless otherwise expressly limited to the Restricted Period each amendment set forth herein shall apply for the
entire term of the Facilities.


 






     


     


    

 


SECTION
2.               Amendments
to the Credit Agreement. The Existing Credit Agreement is, effective as of the Amendment No. 4 Effective Date (as defined below),
hereby amended as follows (the Existing Credit Agreement, as so amended, the “Fourth Amended Credit Agreement”):


 


(a)                Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following definitions, in each case,
in the appropriate alphabetical order, as follows:


 


“Amendment
No. 4” means that certain Amendment No. 4 to Sixth Amended and Restated Credit Agreement, dated as of October 26, 2021, by and
among the Borrower, the Parent, the Guarantors, the Pledgors, the Administrative Agent, and certain Lenders party thereto.


 


“Amendment
No. 4 Effective Date” means October 26, 2021.


 


“Special Permitted
Acquisition” means, during the Restricted Period, a single Investment constituting an acquisition of real property and related
assets (and/or the equity interests in one or more entities which owns all or any portion of such real property or related assets) relating
to the type of businesses which are not prohibited by Section 8.07.


 


(b)               
Section 2.05(b)(x) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(x)       Notwithstanding
anything to the contrary herein, during the Restricted Period the Borrower shall deposit or cause to be deposited with the Administrative
Agent one hundred present (100%) of all Net Cash Proceeds, other than Net Cash Proceeds received in connection with:


 


(i)        an
Involuntary Disposition, to the extent such Net Cash Proceeds are used for restoration of the applicable Property, which in the case of
a Borrowing Base Property, shall continue to be governed by the terms of the Loan Documents (including, Section 2.05(b)(iv));


 


(ii)       Dispositions
(but specifically excluding Dispositions of (1) Borrowing Base Properties and (2) other hotel real property assets, including, without
limitation, the Gaylord Rockies Resort & Convention Center) which result in Net Cash Proceeds, in the aggregate, of no more than Three
Hundred Million Dollars ($300,000,000);


 


(iii)      Indebtedness
incurred under Section 8.03(a) (provided that the Borrower complies with Section 5 of Amendment No. 2),
Section 8.03(b), Section 8.03(c), Section 8.03(e), and Section 8.03(g)); and


 


(iv)      any
Equity Issuance made in accordance with Section 2.05(b)(xi);


 


and the
Administrative Agent shall apply such Net Cash Proceeds to the outstanding principal amount of the Loans pro rata based on the then
outstanding principal amount of each Facility. Notwithstanding the foregoing, if any Net Cash Proceeds are received pursuant to an
Excluded Stimulus Transaction, at the Borrower’s election, the Borrower may use such Net Cash Proceeds for any use permitted
by such Excluded Stimulus Transaction, instead of delivering to the Administrative Agent as provided above.”


 






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(c)               
A new Section 2.05(b)(xi) is hereby added to the Existing Credit Agreement as follows:


 


“(xi)       Notwithstanding
anything to the contrary herein, during the Restricted Period if the Borrower or any Consolidated Party shall issue or cause to be issued
any Equity Issuance, Borrower shall apply, or cause to be applied, one hundred percent (100%) of all Net Cash Proceeds of such Equity
Issuance as follows:


 


(A)      if
the Outstanding Amount of all Revolving Loans is in excess of Four Hundred Million Dollars $400,000,000, not later than one (1) Business
Day following receipt of such Net Cash Proceeds, such Net Cash Proceeds shall be used to pay down the Revolving Loans such that the Outstanding
Amount of all Revolving Loans is equal to Four Hundred Million Dollars ($400,000,000), with the remainder to be applied in accordance
with clause (B) below;


 


(B)       if
the Outstanding Amount of all Revolving Loans is equal to or less than Four Hundred Million Dollars, such Net Cash Proceeds shall be applied
either: (1) to pay for the Special Permitted Acquisition (provided, that the Special Permitted Acquisition shall be made no later than
one hundred twenty (120) days following the date of such Equity Issuance (the “Acquisition Outside Date”) or such Net
Cash Proceeds shall be applied in accordance with clause (C) below), with the remainder to be applied in accordance with clause (C) below,
or (2) in accordance with clause (C) below;


 


(C)       all
Net Cash Proceeds from such Equity Issuance not otherwise applied to the Outstanding Amount of all Revolving Loans in accordance with
clause (A) above, or to pay for the Special Permitted Acquisition prior to the Acquisition Outside Date in accordance with clause (B)
above, shall be applied to the Outstanding Amount of all Revolving Loans until the Outstanding Amount of all Revolving Loans has been
reduced to Zero Dollars ($0), with any remaining Net Cash Proceeds to be held on Borrower’s balance sheet as unrestricted cash and
Cash Equivalents acceptable to Administrative Agent and which may be used by Borrower solely for the purposes permitted under the Fourth
Amended Credit Agreement for so long as the Restricted Period is continuing.


 


For purposes of clarity,
all amounts applied to the Outstanding Amount of the Revolving Loans pursuant to this Section 2.05(b)(xi) shall not permanently
reduce the Revolving Commitment, but may be re-Borrowed in accordance with the terms and provisions of this Agreement.” 


 


(d)               
Section 8.22 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:


 


“8.22.          Restricted
Period. Notwithstanding anything to the contrary contained herein, so long as the Restricted Period is continuing:


 


(a)       Incur
any additional Indebtedness, other than (i) any unsecured Indebtedness incurred in connection an Excluded Stimulus Transaction, (ii)
non-recourse Indebtedness (other than non-recourse carve-outs which are customary in a non-recourse “CMBS” loan
facility) assumed in connection with the Special Permitted Acquisition, not to exceed One Hundred Fifty Million Dollars
($150,000,000) in the aggregate and provided that such Indebtedness is scheduled to mature after the Closing Date Term Loan Maturity
Date), and (iii) as permitted by Section 8.03(a) (provided that the Borrower complies with Section 5
of Amendment No. 2), Section 8.03(c) (but only to the extent all of the parties to any such intercompany Indebtedness
and Guarantees are Consolidated Parties), and Section 8.03(g);


 






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(b)       Acquire
any Properties or make new Investments, other than (i) Investments in Subsidiaries and other Loan Parties, (ii) the Special Permitted
Acquisition made with (A) the proceeds of any Equity Issuance pursuant to Section 2.05(b)(xi), (B) the proceeds of any Indebtedness
permitted pursuant to Section 8.22(a)(ii) above, and/or (C) the proceeds of a Revolving Loan, so long as after giving effect
to the Borrowing of such Revolving Loan, the Outstanding Amount of all Revolving Loans shall be equal to or less than $400,000,000, (iii)
Investments in existing Unconsolidated Affiliates that are required to be made pursuant to such entities’ organizational documents
and are made in accordance with Section 8.02(f), and (iv) as permitted by Section 8.02(a), Section 8.02(c),
and Section 8.02(e);


 


(c)       Make
any Restricted Payments including, without limitation, cash dividends on its Capital Stock, provided that (i) the Borrower shall
be permitted to make Restricted Payments in cash to the Parent to permit the Parent to make Restricted Payments in cash to the holders
of its Capital Stock following the end of its fiscal year to the extent necessary to maintain its status as a REIT, (ii) the Parent shall
be permitted to make Restricted Payments of not more than $0.01 per share in cash to the holders of its Capital Stock following the end
of each fiscal quarter; (iii) Subsidiaries of the Borrower shall be permitted to make Restricted Payments in connection with the purchase
of the minority interests in any existing Subsidiary not to exceed, in the aggregate, $200,000,000 (provided, however, that for purposes
of clarity, as of the Amendment No. 4 Effective Date, Subsidiaries of the Borrower have previously made all Restricted Payments permitted
under this clause (iii)), and (iv) the Loan Parties and their Subsidiaries shall be permitted to make other Restricted Payments as permitted
by Section 8.06(a) and Section 8.06(b);


 


(d)       Make
any capital expenditures at the Properties except for: (i) the currently ongoing expansion project at the Gaylord Palms approved by the
Administrative Agent prior to the Amendment No. 2 Effective Date not to exceed $80,000,000 in the aggregate; (ii) capital expenditures
incurred in connection with emergency repairs,  life safety repairs or ordinary course maintenance repairs; and (iii) discretionary
capital expenditures not to exceed Ninety-Five Million Dollars ($95,000,000) in the aggregate (inclusive of all discretionary capital
expenditure costs incurred for the period commencing on April 23, 2020 through and including the Amendment No. 4 Effective Date) (provided,
that Borrower shall be permitted to use any FF&E reserve maintained under, and to the extent permitted by, the Management Agreements
for the capital expenditures described in, and subject to the limitations set forth in, the foregoing clauses (ii) and (iii),
provided, further, that any use of an FF&E reserve in accordance with the applicable Management Agreement (and for the
purposes expressly set forth in the applicable Management Agreement in effect as of the date hereof) shall not count against such $95,000,000
limitation for discretionary capital expenditures)); and


 


(e)       Take
any action that would be prohibited during a Default or Event of Default (other than (x) a Credit Extension or a Request for Credit
Extension, including requesting a Eurodollar Loan or converting or continuing a Eurodollar Loan of any Interest Period otherwise
permitted hereunder, (y) requesting use of insurance and condemnation proceeds as provided in Section 7.07 and (z) in
connection with the issuance of the New Notes), including, without limitation (i) certain mergers, liquidations and Guarantor
releases which would otherwise be permitted, and (ii) certain transfers which would otherwise be permitted (including, without
limitation, any Disposition).”


 






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SECTION
3.               Conditions
to the Close. This Agreement shall become effective as of the first date (the “Amendment No. 4 Effective Date”)
when each of the following conditions shall have been satisfied or waived in writing by the Administrative Agent:


 


(a)                Representations
and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article VI of the
Existing Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection
herewith or therewith, shall be true and correct in all material respects (except that any representation and warranty that is qualified
by materiality shall be true and correct in all respects) on and as of the Amendment No. 4 Effective Date, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier
date, and except that for purposes of this Agreement, the representations and warranties contained in subsections (a) and (b) of Section 6.05
of the Existing Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 7.01.


 


(b)               
No Default. Neither a Default nor Event of Default shall exist, or would result from, the effectiveness of this Agreement.


 


(c)               
This Agreement. The Administrative Agent shall have received executed counterparts hereof that, when taken together, bear
the signatures of the Borrower, the Parent, the other Loan Parties, the Required Lenders and the Administrative Agent.


 


(d)                Fees
and Expenses. The Borrower shall have paid all reasonable fees, charges and disbursements of counsel of the Administrative Agent
to the extent invoiced prior to or on the Amendment No. 4 Effective Date, plus such additional amounts of such fees, charges and
disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through
the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent).


 


(e)                Other
Deliverables. The Borrower shall have provided to the Administrative Agent, and the Administrative Agent shall have approved, all
other materials, documents and submissions requested by the Administrative Agent in connection with the transactions contemplated by
this Agreement.


 


SECTION
4.               Reaffirmation. By
signing this Agreement, each Loan Party hereby confirms that this Agreement shall not effect a novation of any of the obligations of
the Loan Parties under the Existing Credit Agreement, which obligations continue in full force and effect as set forth in the Fourth
Amended Credit Agreement, and each Loan Party and each Pledgor acknowledges and confirms that the obligations of the Loan Parties
under the Existing Credit Agreement as modified or supplemented hereby and the Loan Parties and the Pledgors under the other Loan
Documents (i) are entitled to the benefits of the guarantees, pledge of and/or grant of the security interests set forth or created
in the Collateral Documents and the other Loan Documents, (ii) constitute “Obligations” and “Secured
Obligations” or other similar term for purposes of the Fourth Amended Credit Agreement, the Collateral Documents and all other
Loan Documents, (iii) notwithstanding the effectiveness of the terms hereof, the Collateral Documents and the other Loan
Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. Each Loan
Party and each Pledgor hereby ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by
such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and
continue to secure full payment and performance of the Obligations as increased hereby.


 






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SECTION
5.                Applicable
Law; Jurisdiction; Venue.


 


(a)               
GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


(b)                SUBMISSION
TO JURISDICTION. THE BORROWER, EACH PLEDGOR AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT
ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT
THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE JOINT LEAD ARRANGERS MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER, ANY PLEDGOR OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF
ANY JURISDICTION.


 


(c)                WAIVER
OF VENUE. THE BORROWER, EACH PLEDGOR AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)               WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 






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SECTION
6.               Credit
Agreement Governs. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute
a waiver of or otherwise affect the rights and remedies of any Lender or the Administrative Agent under the Existing Credit Agreement
or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Fourth Amended Credit
Agreement or any other Loan Document in similar or different circumstances.


 


SECTION
7.               Counterparts.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same
instrument. Delivery of any executed counterpart of a signature page of this Agreement by facsimile or electronic transmission shall
be as effective as delivery of a manually executed counterpart hereof.


 


SECTION
8.               Severability.
If any provision or obligation under this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal or
unenforceable, that provision shall be deemed severed from this Agreement and the validity, legality and enforceability of the remaining
provisions or obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part
of this Agreement.


 


SECTION
9.               Electronic
Signatures. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of
which when taken together shall constitute one agreement.  The words “execution,” signed,”
 “signature,” and words of like import in this Agreement shall include images of manually executed signatures transmitted
by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and
electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or
stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable
law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
Code.  Each party hereto hereby waives any defenses to the enforcement of the terms of this Agreement based on the form of its
signature, and hereby agrees that such electronically transmitted or signed signatures shall be conclusive proof, admissible in
judicial proceedings, of such party’s execution of this Agreement. Even though the parties agree that electronic signatures
are legally enforceable and intended to be effective for all purposes, the signing parties agree if requested by the Administrative
Agent in its sole discretion to promptly deliver to the Administrative Agent the requested original document bearing an original
manual signature, to the extent required or advisable to be delivered in connection with any program made available to the
Administrative Agent or any of its affiliates by the Federal Reserve, U.S. Treasury Department or any other federal or state
regulatory body.


 


[Signatures Appear on Following
Page]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.


 


“BORROWER AND PLEDGOR”


 


	RHP HOTEL PROPERTIES, LP,	 
	a Delaware limited partnership	 
	 	 
	By:	RHP Partner, LLC,	 
	 	a Delaware limited liability company,	 
	 	its general partner	 




 


	 	By:	/s/ Mark Fioravanti	 
	 	Name:	Mark Fioravanti	 
	 	Title:	Vice President	 




 


[Signatures Continue on Following Page]


 


Signature Page to Amendment
No. 4 to Sixth Amended and Restated Credit Agreement


 






     


     


    

 



 


	“GUARANTORS
    AND PLEDGORS”	 	 
	 	 	 
	RYMAN
    HOSPITALITY PROPERTIES, INC.,	 	RHP PARTNER, LLC, 
	a
    Delaware corporation	 	a Delaware limited liability company 
	 	 	 




	By:	/s/
    Mark Fioravanti	 	By:	/s/ Mark Fioravanti 
	Name:	Mark
    Fioravanti	 	Name:	Mark Fioravanti 
	Title:	Executive
    Vice President;	 	Title:	Vice President  
	 	Chief
    Financial Officer	 	 




 


	RHP
    PROPERTY GP, LP,	 	RHP PROPERTY GT, LP, 
	a
    Florida limited partnership	 	a Delaware limited partnership 
	 	 	 
	By:	Opryland
    Hospitality, LLC,	 	By:	 Opryland Hospitality, LLC, 
	 	a
    Tennessee limited liability company	 	 	a Tennessee limited liability company 
	 	its
    general partner	 	 	its general partner 
	 	 	 




	 	By:	/s/
    Mark Fioravanti	 	 	By:	/s/ Mark Fioravanti 
	 	Name:	Mark
    Fioravanti	 	 	Name: 	Mark Fioravanti 
	 	Title:	Vice
    President    	 	 	Title: 	Vice President 





	 	 	 
	RHP
    HOTELS, LLC,	 	RHP PROPERTY GT, LLC, 
	a
    Delaware limited liability company	 	a Delaware limited liability company 
	 	 	 




	By:	/s/ Mark Fioravanti	 	By: 	/s/ Mark Fioravanti 
	Name:	Mark
    Fioravanti	 	Name: 	Mark Fioravanti 
	Title:	Vice
    President  	 	Title: 	Vice President 





	 	 	 
	OPRYLAND
    HOSPITALITY, LLC	 	RHP PROPERTY NH, LLC 
	a
    Tennessee limited liability company	 	a Maryland limited liability company 




	 	 	 
	By: 	/s/ Mark Fioravanti	 	By: 	/s/ Mark Fioravanti 
	Name:
    	Mark
    Fioravanti	 	Name: 	Mark Fioravanti 
	Title:
    	Vice
    President    	 	Title: 	Vice President 
	  	 	 




[Signatures
Continue on Following Page]


 


Signature
Page to Amendment No. 4 to Sixth Amended and Restated Credit Agreement


 






     


     


    

 


	“ADMINISTRATIVE
    AGENT AND LENDERS”	 
	 	 
	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,	 
	in
    its capacity as Lender and as Administrative Agent	 




	 	 
	By:	/s/ Anand. J. Jobanputra	 
	Name:	Anand. J. Jobanputra	 
	Title:	Managing Director	 




 


[Signatures
Continue on Following Page]


 


Signature
Page to Amendment No. 4 to Sixth Amended and Restated Credit Agreement 


 






     


     


    

 


	DEUTSCHE
    BANK AG NEW YORK BRANCH,	 
	in
    its capacity as Lender	 




	 	 
	By:	/s/ Murray Mackinnon	 
	Name:	Murray Mackinnon	 
	Title:	Director	 




	 	 
	By:	/s/ Darrell L. Gustafson	 
	Name:	Darrell L. Gustafson	 
	Title:	Managing Director	 




 


[Signatures Continue on Following Page]


 


Signature
Page to Amendment No. 4 to Sixth Amended and Restated Credit Agreement 


 






     


     


    

 


	BANK
    OF AMERICA, N.A.,	 
	in
    its capacity as Lender	 




 


	By:	/s/ Roger C. Davis	 
	Name:	Roger C. Davis	 
	Title:	Senior Vice President	 




 


[Signatures Continue on Following Page]


 


Signature
Page to Amendment No. 4 to Sixth Amended and Restated Credit Agreement


 






     


     


    

 


	JP
    MORGAN CHASE BANK, N.A.,	 
	in
    its capacity as Lender	 
	 	 




	By:	/s/ Cody A. Canafax	 
	Name:	Cody A. Canafax	 
	Title:	Vice President	 




 


[Signatures Continue on Following Page]


 


Signature
Page to Amendment No. 4 to Sixth Amended and Restated Credit Agreement


 






     


     


    

 


	U.S.
    BANK NATIONAL ASSOCIATION,	 
	in
    its capacity as Lender	 
	 	 




	By:	/s/ Lori Y. Jensen	 
	Name:	Lori Y. Jensen	 
	Title:	Senior Vice President	 




 


[Signatures Continue on Following Page]


 


Signature
Page to Amendment No. 4 to Sixth Amended and Restated Credit Agreement


 






     


     


    

 


 



 


	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,	 
	in its capacity as Lender	 
	 	 	 
	By:	/s/ Steven Jonassen	 
	Name:	Steven Jonassen	 
	Title:	Managing Director	 
	 	 	 
	By:	/s/ Adam Jenner	 
	Name:	Adam Jenner	 
	Title:	Director	 



 


[Signatures Continue on Following Page]


 


Signature Page to Amendment
No. 4 to Sixth Amended and Restated Credit Agreement





 






     


     


    

 


	THE BANK OF NOVA SCOTIA,	 
	in its capacity as Lender	 
	 	 	 
	By:	/s/ Ajit Goswami	 
	Name:	Ajit Goswami	 
	Title:	Managing Director & Industry Head	 
	 	U.S. Real Estate, Gaming & Leisure	 



 


[Signatures Continue on Following Page]





 


Signature Page to Amendment
No. 4 to Sixth Amended and Restated Credit Agreement


 






     


     


    

 


	CAPITAL ONE, N.A.,	 
	in its capacity as Lender	 
	 	 	 
	By:	/s/ Jessica W. Phillips	 
	Name:	Jessica W. Phillips	 
	Title:	Authorized Signatory	 



 


[Signatures Continue on Following Page]





 


Signature Page to Amendment
No. 4 to Sixth Amended and Restated Credit Agreement


 






     


     


    

 


	MIDFIRST BANK,	 
	a federally chartered savings association,	 
	in its capacity as Lender	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 



 


[Signatures Continue on Following Page]





 


Signature Page to Amendment
No. 4 to Sixth Amended and Restated Credit Agreement


 






     


     


    

 


	RAYMOND JAMES BANK, N.A.,	 
	in its capacity as Lender	 
	 	 	 
	By:	/s/ Matt Stein	 
	Name:	Matt Stein	 
	Title:	SVP	 



 


[Signatures Continue on Following Page]





 


Signature Page to Amendment
No. 4 to Sixth Amended and Restated Credit Agreement


 






     


     


    

 


	TD BANK, N.A.,	 
	in its capacity as Lender	 
	 	 	 
	By:	/s/ Jessica Trombly	 
	Name:	Jessica Trombly	 
	Title:	Vice President	 



 


[Signatures Continue on Following Page]


 


Signature Page to Amendment
No. 4 to Sixth Amended and Restated Credit Agreement





 






     


     


    

 


	SUMITOMO MITSUI BANKING CORPORATION,	 
	in its capacity as Lender	 
	 	 	 
	By:	/s/ Eugene Nirenberg	 
	Name:	Eugene Nirenberg	 
	Title:	Executive Director	 



 


Signature Page to Amendment
No. 4 to Sixth Amended and Restated Credit Agreement