Third Amendment to Credit Agreement

EX-10.3 5 g76236ex10-3.txt THIRD AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.3 THIRD AMENDMENT TO CREDIT AGREEMENT AND RATIFICATION OF GUARANTY THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND RATIFICATION OF GUARANTY (this "Third Amendment"), dated as of February 28, 2002, among Gaylord Entertainment Company, a Delaware corporation ("Borrower"), Opryland Hotel-Florida Limited Partnership ("Co-Borrower"), the undersigned guarantors (each a "Guarantor and collectively, the "Guarantors"), Bankers Trust Company ("Administrative Agent"), and Bankers Trust Company, Citicorp Real Estate, Inc. and CIBC Inc. (collectively, the "Lenders"); WITNESSETH: WHEREAS, Borrower, Co-Borrower, the Administrative Agent and the Lenders entered into that certain Credit Agreement dated as of October 9, 2001, as amended by First Amendment to Credit Agreement and Ratification of Guaranty dated as of November 30, 2001 and by Second Amendment to Credit Agreement and Ratification of Guaranty (the "Second Amendment") dated as of December 31, 2001 (as so amended, the "Credit Agreement"); WHEREAS, Borrower, Co-Borrower and the Lenders desire to amend the Credit Agreement as set forth in this Third Amendment. NOW, THEREFORE, in consideration of the foregoing, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Schedule 2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: SCHEDULE 2 COMMITMENTS
LENDER COMMITMENT -------------------------- -------------- Bankers Trust Company $45,714,286.00 Citicorp Real Estate, Inc. $45,714,286.00 CIBC Inc. $28,571,427.00
2. The Credit Agreement, as amended hereby, together with that certain letter agreement dated as of August 13, 2001 between Borrower and Lenders, as amended by those certain letter agreements dated as of September 14, 2001 and September 25, 2001, respectively, and all the other Loan Documents (as defined in the Loan Agreement) remain in full force and effect and are hereby ratified and confirmed in all respects, it being understood that the Administrative Agent and the Lenders hereby expressly reserve all of their rights and remedies thereunder, including, without limitation, their rights and remedies under Section 2.20.4 of the Credit Agreement with respect to any Out of Balance Condition (as defined therein) that may exist by reason of the Second Amendment and/or this Third Amendment and their rights and remedies under said letter agreements. 3. By signing below, each of the Guarantors (as defined in the Credit Agreement) (a) acknowledges, consents and agrees to the execution and delivery by Borrower and Co-Borrower of this Third Amendment; (b) ratifies and confirms its obligations under the Guaranty (as defined in the Credit Agreement), which remains unmodified and in full force and effect; (c) acknowledges and agrees that its obligations under the Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Third Amendment; (d) represents and warrants that it has received and reviewed this Third Amendment; and (e) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, the Guaranty as a result of this Third Amendment or otherwise. 4. This Third Amendment may not be amended, modified or otherwise changed in any manner except by a writing executed by all of the parties hereto. 5. This Third Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 6. This Third Amendment may be signed in any number of counterparts by the parties hereto, all of which taken together shall constitute one and the same instrument. [SIGNATURE PAGES FOLLOW IMMEDIATELY] 2 IN WITNESS WHEREOF, Borrower, Co-Borrower, Administrative Agent, Lenders and Guarantors have executed this Third Amendment as of the date first above written. BORROWER: GAYLORD ENTERTAINMENT COMPANY By: -------------------------------------- Name: Title: CO-BORROWER: OPRYLAND HOTEL - FLORIDA LIMITED PARTNERSHIP, a Florida limited partnership By: Opryland Hospitality, LLC, its general partner By: Gaylord Entertainment Company, its sole member By: -------------------------------------- Name: Title: 3 LENDERS: BANKERS TRUST COMPANY, Individually and as Administrative Agent By: -------------------------------------- Name: Title: CITICORP REAL ESTATE, INC. By: -------------------------------------- Name: Title: CIBC INC. By: -------------------------------------- Name: Title: GUARANTORS: COUNTRY MUSIC TELEVISION INTERNATIONAL, INC., a Delaware corporation By: -------------------------------------- Name: Title: ACUFF-ROSE MUSIC PUBLISHING, INC., a Tennessee corporation By: -------------------------------------- Name: Title: 4 ACUFF-ROSE MUSIC, INC., a Tennessee corporation By: -------------------------------------- Name: Title: GAYLORD PROGRAM SERVICES, INC., a Delaware corporation By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- WILDHORSE SALOON ENTERTAINMENT VENTURES, INC., a Tennessee corporation By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- 5 OPRYLAND HOSPITALITY, LLC, a Tennessee limited liability company By: Gaylord Entertainment Company, a Delaware Corporation, its sole member By: -------------------------------------- Name: -------------------------------- Title: ------------------------------- MILENE MUSIC, INC., a Tennessee corporation By: -------------------------------------- Name: -------------------------------- Title: ------------------------------- SPRINGHOUSE MUSIC, INC., a Tennessee corporation By: -------------------------------------- Name: -------------------------------- Title: ------------------------------- OPRYLAND THEATRICALS, INC., a Delaware corporation By: -------------------------------------- Name: -------------------------------- Title: ------------------------------- 6 OPRYLAND HOTEL-TEXAS, LIMITED PARTNERSHIP, a Delaware limited partnership By: Opryland Hospitality, LLC, its general partner By: Gaylord Entertainment Company, its sole member By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- OPRYLAND HOTEL-TEXAS, LLC, a Delaware limited liability company By: Gaylord Entertainment Company, its sole member By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- OPRYLAND PRODUCTIONS, INC., a Tennessee corporation By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- OPRYLAND ATTRACTIONS, INC., a Delaware corporation By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- 7 HICKORY RECORDS, INC., a Tennessee corporation By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- CORPORATE MAGIC, INC., a Texas corporation By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- CCK, INC., a Texas corporation By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- GAYLORD INVESTMENTS, INC., a Delaware corporation By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- GRAND OLE OPRY TOURS, INC., a Tennessee corporation By: -------------------------------------- Name: --------------------------------- Title: -------------------------------- 8