EX-10.2 LETTER AGREEMENT

EX-10.2 3 g92058exv10w2.txt EX-10.2 LETTER AGREEMENT EXHIBIT 10.2 DEUTSCHE BANK TRUST COMPANY AMERICAS 60 WALL STREET NEW YORK, NEW YORK 10019 November 16, 2004 Gaylord Entertainment Company One Gaylord Drive Nashville, Tennessee ###-###-#### Attn: Mr. David Kloeppel Chief Financial Officer Re: Credit Agreement dated as of November 30, 2003, amended by First Amendment to Credit Agreement and Ratification of Guarantee dated as of December 17, 2003 (as so amended, the "CREDIT AGREEMENT") by and among Opryland Hotel-Florida Limited Partnership, as Borrower, Gaylord Entertainment Company, as Parent Guarantor, the Lenders party thereto and Deutsche Bank Trust Company Americas as Administrative Agent for itself and such Lenders; Capitalized terms not separately defined in this letter shall have the definitions ascribed thereto in the Credit Agreement. Dear Mr. Kloeppel: Gaylord Entertainment Company ("GET") has advised Deutsche Bank Trust Company Americas ("DBTCA"), as Administrative Agent under the Credit Agreement, that GET desires to (a) issue $225 million principal amount of senior unsecured notes (the "NEW NOTES") substantially as summarized in the attached Summary (the "SUMMARY") provided to DBTCA by GET and (b) use the net proceeds of the New Notes to repay in full the Nashville Senior Loan and for general corporate purposes, subject to all applicable terms and provisions of the Credit Agreement. GET has requested that DBTCA and the Majority Lenders consent to the issuance of the New Notes and to such application of the proceeds thereof. This letter is to confirm that the Administrative Agent and the Majority Lenders consent to the issuance of the New Notes, substantially as described in the Summary, insofar as the same would otherwise constitute Indebtedness prohibited by Section 6.14 of the Credit Agreement, provided that (i) the New Notes are issued on or before December 31, 2004; (ii) the proceeds of the New Notes are applied to repayment in full of the Nashville Senior Loan within 60 days after receipt of such proceeds by GET; (iii) pending such repayment of the Nashville Senior Loan, a portion of the cash proceeds of the New Notes sufficient to pay the Nashville Senior Loan in full shall be Gaylord Entertainment Company November 16, 2004 held by GET in a segregated account or accounts for the sole purpose of paying the Nashville Senior Loan in full (it being understand that the cash so held shall be deemed to be "Unrestricted Cash On Hand" for purposes of the computations required by Section 6.25 of the Credit Agreement); (iv) within 30 days after repayment of the Nashville Senior Indebtedness, OHN shall execute and deliver to the Administrative Agent instruments of Adherence with respect to the Guaranty and the Environmental Indemnity Agreement (substantially in the form of Exhibit H to the Credit Agreement, properly completed), together with such Organizational Documents, certifications, consents, resolutions and legal opinions with respect to authorization, enforceability and related matters as Administrative Agent may request; (v) any remaining balance of such proceeds shall be used by GET for general corporate purposes, subject to all applicable terms and provisions of the Credit Agreement; and (vi) GET shall deliver to the Administrative Agent copies of all offering materials and other material documents evidencing its issuance of the New Notes and the terms thereof as soon as such materials and documents have been prepared. Nothing in the preceding paragraph shall be deemed a waiver of any of the terms or provisions of Section 6.25 of the Credit Agreement or any other terms or provisions of the Credit Agreement (or of any other Loan Document) not expressly described in the preceding paragraph. This letter agreement shall not be effective unless and until it is executed and delivered by the Administrative Agent and the Majority Lenders and by Borrower, Parent Guarantor and the Subsidiary Guarantors, whereupon this letter agreement shall be effective as of the date first written above. 2 Gaylord Entertainment Company November 16, 2004 Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as Administrative Agent By /s/ George R. Reynolds ----------------------------------- Name: George R. Reynolds Title: Vice President BANK OF AMERICA, N.A. By: /s/ Roger C. Davis ---------------------------------- Name: Roger C. Davis Title: Senior Vice President CIBC INC. By: /s/ Dean Decker ---------------------------------- Name: Dean Decker Title: Managing Director FLEET NATIONAL BANK By: /s/ Roger C. Davis ---------------------------------- Name: Roger C. Davis Title: Senior Vice President MIDFIRST BANK, a Federally Chartered Savings Association By:___________________________________ Name: Title: 3 Gaylord Entertainment Company November 16, 2004 CITICORP NORTH AMERICA, INC. By: /s/ Blake Gronich ----------------------------- Name: Blake Gronich Title: Vice President Agreed to and accepted as of the date first written above BORROWER: OPRYLAND HOTEL - FLORIDA LIMITED PARTNERSHIP, a Florida limited partnership By: Opryland Hospitality, LLC, its general partner By: /s/ David C. Kloeppel ------------------------------- Name: David C. Kloeppel Title: Executive Vice President PARENT GUARANTOR: GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation By: /s/ David C. Kloeppel ------------------------------- Name: David C. Kloeppel Title: Executive Vice President & Chief Financial Officer 4 Gaylord Entertainment Company November 16, 2004 SUBSIDIARY GUARANTORS: CCK HOLDINGS, LLC, a Delaware limited liability company By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President CORPORATE MAGIC, INC., a Texas corporation By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President GAYLORD CREATIVE GROUP, INC., a Delaware corporation By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President GAYLORD HOTELS, LLC, a Delaware limited liability company By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President GAYLORD INVESTMENTS, INC., a Delaware corporation By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President 5 Gaylord Entertainment Company November 16, 2004 GAYLORD PROGRAM SERVICES, INC., a Delaware corporation By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President GRAND OLE OPRY TOURS, INC., a Tennessee corporation By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President OLH, G.P., a Tennessee general partnership By:Gaylord Entertainment Company, a general partner By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President OLH HOLDINGS, LLC, a Delaware limited liability company By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President OPRYLAND ATTRACTIONS, INC., a Delaware corporation By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President 6 Gaylord Entertainment Company November 16, 2004 OPRYLAND HOSPITALITY, LLC, Tennessee limited liability company By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President OPRYLAND HOTEL - TEXAS, LLC, a Delaware limited liability company By: Gaylord Hotels, LLC, its sole member By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President and Chief Financial Officer OPRYLAND PRODUCTIONS, INC., a Tennessee corporation By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President OPRYLAND THEATRICALS, INC., a Delaware corporation By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President WILDHORSE SALOON ENTERTAINMENT VENTURES, INC., a Tennessee corporation By: /s/ David C. Kloeppel ----------------------------------- Name: David C. Kloeppel Title: Executive Vice President 7 Gaylord Entertainment Company November 16, 2004 OPRYLAND HOTEL-TEXAS LIMITED PARTNERSHIP, a Delaware limited partnership By: Opryland Hospitality, LLC, its general partner By: /s/ David C. Kloeppel --------------------------------- Name: David C. Kloeppel Title:Executive Vice President ABBOTT & ANDREWS REALTY, LLC, a Florida limited liability company ABBOTT REALTY SERVICES, INC., a Florida corporation ABBOTT RESORTS, LLC, a Florida limited liability company ACCOMMODATIONS CENTER, INC., a Colorado corporation ADVANTAGE VACATION HOMES BY STYLES, LLC, a Florida limited liability company B&B ON THE BEACH, INC., a North Carolina corporation BASE MOUNTAIN PROPERTIES INC., a Delaware corporation BLUEBILL PROPERTIES LLC, a Florida limited liability company BRINDLEY & BRINDLEY REALTY & DEVELOPMENT, INC., a North Carolina corporation COASTAL REAL ESTATE SALES, LLC, a Florida limited liability company COASTAL RESORTS MANAGEMENT, INC., a Delaware corporation COASTAL RESORTS REALTY, LLC, a Delaware limited liability company 8 Gaylord Entertainment Company November 16, 2004 COATES, REID & WALDRON INC., a Delaware corporation COLLECTION OF FINE PROPERTIES, INC., a Colorado corporation COLUMBINE MANAGEMENT COMPANY, a Colorado corporation COVE MANAGEMENT SERVICES, INC., a California corporation CRW PROPERTY MANAGEMENT INC., a Delaware corporation EXCLUSIVE VACATION PROPERTIES INC., a Delaware corporation FIRST RESORT SOFTWARE, INC., a Colorado corporation HIGH COUNTRY RESORTS, INC., a Delaware corporation HOUSTON & O'LEARY COMPANY, a Colorado corporation K-T-F ACQUISITION CO., a Delaware corporation MAUI CONDOMINIUM AND HOME REALTY INC., a Hawaii corporation MOUNTAIN VALLEY PROPERTIES INC., a Delaware corporation PEAK SKI RENTALS, LLC, a Colorado limited liability company PLANTATION RESORT MANAGEMENT, INC., a Delaware corporation PRISCILLA MURPHY REALTY, LLC, a Florida limited liability company R&R RESORT RENTAL PROPERTIES, INC., a North Carolina corporation REP HOLDINGS, LTD., a Hawaii corporation RESORT PROPERTY MANAGEMENT, INC., a Utah corporation 9 Gaylord Entertainment Company November 16, 2004 RESORTQUEST HILTON HEAD, INC., a Delaware corporation RESORTQUEST INTERNATIONAL, INC., a Delaware corporation RESORT RENTAL VACATIONS, LLC, a Tennessee limited liability company RIDGEPINE, INC., a Delaware corporation RYAN'S GOLDEN EAGLE MANAGEMENT INC., a Montana corporation SCOTTSDALE RESORT ACCOMMODATIONS, INC., a Delaware corporation STEAMBOAT PREMIER PROPERTIES, a Delaware corporation STYLES ESTATES, LLC, a Florida limited liability company TELLURIDE RESORT ACCOMMODATIONS, INC., a Colorado corporation TEN MILE HOLDINGS, LTD., a Colorado corporation THE MANAGEMENT COMPANY, INC., a Georgia corporation THE MAURY PEOPLE, INC., a Massachusetts corporation THE TOPS'L GROUP, INC., a Florida corporation TOPS'L CLUB OF NW FLORIDA, LLC, a Florida limited liability company TRUPP-HODNETT ENTERPRISES, INC., a Georgia corporation RESORTQUEST SOUTHWEST FLORIDA, LLC, a Delaware limited liability company By: /s/ Carter R. Todd ------------------------------------- Name: Carter R. Todd Title:Vice President and Secretary 10 Gaylord Entertainment Company November 16, 2004 OFFICE AND STORAGE LLC, a Hawaii limited liability company By: /s/ David C. Kloeppel ------------------------------------ Name: David C. Kloeppel RQI HOLDINGS, LTD., a Hawaii corporation By: /s/ Mark Fioravanti ------------------------------------ Name: Mark Fioravanti Title: Executive Vice President RESORTQUEST HAWAII, LLC, a Hawaii limited liability company By: /s/ David C. Kloeppel ------------------------------------ Name: David C. Kloeppel Title: Executive Vice President 11 Summary of Notes Offering Gaylord Entertainment Company is planning to issue its unsecured senior notes in the principal amount of $225,000,000, maturing 2014 issued, under Rule 144A (the "Notes"). The Notes will be guaranteed by substantially all of the Parent Guarantor's subsidiaries. The terms of the Notes (other than maturity and rate) will be substantially similar to the existing $350,000,000 of 8% senior notes issued by the Parent Guarantor in 2003 (defined as the "Senior Notes" in the Credit Agreement). The proceeds of the Notes will be used to repay in full the Nashville Senior Loan (which has an outstanding balance of approximately $193,000,000), and for general corporate purposes. Because of a notice period and required payment date, the Nashville Senior Loan will not be repaid for up to 60 days following issuance of the Notes. 12