exv10w1






Exhibit 10.1




FORM OF

CONDITIONAL WAIVER




     THIS
CONDITIONAL WAIVER (this “Agreement”), dated as of
May 18, 2010, is by and among
is by and among GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation (together with any permitted
successors and assigns, the “Borrower”), the Guarantors (as defined in the Credit
Agreement), the Lenders (as defined in the Credit Agreement), and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer (the “Administrative Agent”).



WITNESSETH




     WHEREAS, the Borrower, the Guarantors, the Lenders, and the Administrative Agent have entered
into that certain Second Amended and Restated Credit Agreement dated as of July 25, 2008 (as the
same may have been further amended, restated, supplemented or otherwise modified prior to the date
hereof, the “Credit Agreement”); and



     WHEREAS, the Borrower has informed the Administrative Agent that an Event of Default exists
under Section 9.01(l) of the Credit Agreement as a result of the cessation of operations
with respect to the Gaylord Opryland Resort and Convention Center, located in Nashville, Tennessee
(the “Nashville Opryland”) due to recent flood damage (the “Flood Damage”) (the
“Existing Event of Default”);



     WHEREAS, the Borrower has requested that the Required Lenders waive the Existing Event of
Default under the Credit Agreement.



     NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:



ARTICLE I

DEFINITIONS




     SECTION 1.1 Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings
provided in the Credit Agreement.



ARTICLE II

WAIVER




     SECTION 2.1 Waiver. The Required Lenders hereby waive, effective as of the date
hereof, the Existing Event of Default caused by the failure of the Borrower to comply with
Section 9.01(l) of the Credit Agreement with respect to the Nashville Opryland;
provided, however, the waiver set forth shall expire on December 31, 2010 (and the
Existing Event of Default shall be deemed to have occurred and be continuing since the date of this
Agreement), unless (a) the Loan Parties shall have substantially completed the restoration and/or
rebuilding of the Nashville Opryland and re-opened the Nashville Opryland for business on or before
December 31, 2010, and (b) all proceeds used to restore or rebuild the Nashville Opryland shall be
from (i) insurance proceeds, (ii) cash on hand at the Loan Parties and/or (iii) availability under
the Borrower’s revolving line of credit as provided for in the Credit Agreement. The
waiver of the Existing Event of Default is a one-time waiver and shall be effective and continue as



 









 




provided for above and only for the purposes for which given. Except as waived pursuant to the
terms of this Article II, the Credit Agreement and all other Loan Documents shall continue
in full force and effect.




ARTICLE III

CONDITIONS TO EFFECTIVENESS




     SECTION 3.1 Effective Date. This Agreement shall be and become effective on the date
the Administrative Agent shall have received counterparts of this Agreement, which collectively
shall have been duly executed on behalf of (i) the Borrower, (ii) each of the Guarantors and (iii)
the Required Lenders.



ARTICLE IV

MISCELLANEOUS




     SECTION 4.1 Representations and Warranties. The Loan Parties hereby represent and
warrant to the Administrative Agent and the Lenders that, after giving effect to this Agreement,
(a) no Default or Event of Default exists under the Credit Agreement or any of the other Loan
Documents and (b) the representations and warranties set forth in Article VI of the Credit
Agreement are, subject to the limitations set forth therein, true and correct in all material
respects as of the date hereof (except for those which expressly relate to an earlier date).



     SECTION 4.2 Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit
Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement
applicable to it and (b) that it is responsible for the observance and full performance of its
respective Obligations.



     SECTION 4.3 Cross-References. References in this Agreement to any Article or Section
are, unless otherwise specified, to such Article or Section of this Agreement.



     SECTION 4.4 Instrument Pursuant to Credit Agreement. This Agreement is a Loan
Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
therein) be construed, administered and applied in accordance with the terms and provisions of the
Credit Agreement.



     SECTION 4.5 References in Other Loan Documents. At such time as this Agreement shall
become effective pursuant to the terms of Section 3.1, all references in the Loan Documents
to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as modified by this
Agreement.



     SECTION 4.6 General Release. In consideration of the Lenders, willingness to enter
into this Agreement, the Borrower and each other Loan Party hereby releases and forever discharges
the Administrative Agent, the Lenders and the Administrative Agent’s and the Lender’s respective
predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys,
representatives, and affiliates (hereinafter all of the above collectively referred to as “Bank
Group”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities,
actions and causes of action of any nature whatsoever, including, without limitation, all claims,
demands, and causes of action for contribution and indemnity, whether arising at law or in equity,
whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated,
whether absolute or contingent, foreseen or
unforeseen, and whether or not heretofore asserted, which the Borrower or any Loan Party may have
or claim to have against any of the Bank Group in any way related to or connected with the Loan
Documents and the transactions contemplated thereby.



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     SECTION 4.7 Counterparts/Telecopy. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement. Delivery of executed counterparts of the
Agreement by telecopy or other electronic means shall be effective as an original and shall
constitute a representation that an original shall be delivered upon the request of the
Administrative Agent.



     SECTION 4.8 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



     SECTION 4.9 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns.



     SECTION 4.10 General. Except as amended hereby, the Credit Agreement and all other
Loan Documents shall continue in full force and effect.



[Remainder of Page Intentionally Left Blank]






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     IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders have caused this
Agreement to be duly executed on the date first above written.



BORROWER:




	 	 	 	 	 
	 	GAYLORD ENTERTAINMENT COMPANY

 	 
	 	By:  	 	 
	 	 	Mark Fioravanti 	 
	 	 	Chief Financial Officer 	 
	 



GUARANTORS:




	 	 	 	 	 
	 	OPRYLAND HOTEL NASHVILLE, LLC

 	 
	 	By:  	 	 
	 	 	Mark Fioravanti 	 
	 	 	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	OPRYLAND HOTEL-FLORIDA LIMITED PARTNERSHIP

By: Opryland Hospitality, LLC, its general partner

 	 
	 	By:  	 	 
	 	 	Mark Fioravanti 	 
	 	 	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	OPRYLAND HOTEL-TEXAS LIMITED PARTNERSHIP

By: Opryland Hospitality, LLC, its general partner

 	 
	 	By:  	 	 
	 	 	Mark Fioravanti 	 
	 	 	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	GAYLORD NATIONAL, LLC

 	 
	 	By:  	 	 
	 	 	Mark Fioravanti 	 
	 	 	Chief Financial Officer 	 



 









 






	 	 	 	 	 



AGENTS AND LENDERS:




	 	 	 	 	 
	 	BANK OF AMERICA, N.A., in its capacity as a Lender,
Swing Line Lender and L/C Issuer, and as
Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity
as a Lender 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	KEY BANK, NATIONAL ASSOCIATION, in its capacity as a
Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, in its
capacity as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	CITICORP NORTH AMERICA INC., in its capacity as a
Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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	 	CALYON NEW YORK BRANCH, in its capacity as a

Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	MIDFIRST BANK, A FEDERALLY CHARTERED

SAVINGS ASSOCIATION, in its capacity as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	COMMERZBANK AG, NEW YORK AND GRAND
 CAYMAN BRANCHES,
in its capacity as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	RAYMOND JAMES BANK, FSB, in its capacity as a 

Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	CHEVY CHASE BANK, F.S.B., in its capacity as a 

Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	AAREAL CAPITAL CORPORATION, in its capacity 

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	AAREAL BANK AG, in its capacity as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	ROYAL BANK OF SCOTLAND, in its capacity as a 

Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	BANK OF NOVA SCOTIA, in its capacity as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	SCOTIABANC INC., in its capacity as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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