SIXTH SUPPLEMENTAL
INDENTURE
SIXTH SUPPLEMENTAL
INDENTURE (“Sixth Supplemental Indenture”), dated as of
October 6, 2009, among Gaylord Entertainment Company, a Delaware
corporation (the “Company”), the Guarantors identified
on the signature pages hereto (the “Guarantors”) and
U.S. Bank National Association, as trustee (the
“Trustee”).
WHEREAS, the
Company, the Guarantors and the Trustee have entered into an
Indenture, dated as of November 12, 2003, governing the
Company’s 8% Senior Notes due 2013 (the “Notes”),
as heretofore supplemented by the First Supplemental Indenture,
dated as of November 20, 2003; the Second Supplemental
Indenture, dated as of November 29, 2004; the Third
Supplemental Indenture, dated as of December 30, 2004; the
Fourth Supplemental Indenture, dated as of June 16, 2005; the
Fifth Supplemental Indenture, dated as of January 12, 2007;
and the Supplemental Indenture, dated as of September 29, 2009
(collectively, the “Original Indenture”);
and
WHEREAS, under
Section 9.02 of the Original Indenture, the Company, the
Guarantors and the Trustee may amend the Original Indenture with
the consent of the Holders of at least a majority in principal
amount of Notes then outstanding voting as a single class pursuant
to the terms set forth therein; and
WHEREAS, Holders
of a majority in principal amount of Notes outstanding voting as a
single class have consented to the amendments set forth herein in
connection with the tender offer and consent solicitation of the
Company commencing on September 23, 2009, with respect to the
Notes (the “Tender Offer”); and
WHEREAS, the
Company and the Guarantors desire to enter into this Sixth
Supplemental Indenture on the date set forth above for the purpose
of making the amendments set forth herein, which amendments will
become operative as set forth in Section 4 herein;
and
WHEREAS, all other
conditions and requirements necessary to make this Sixth
Supplemental Indenture a valid, binding and legal instrument
enforceable in accordance with its terms have been performed and
fulfilled by the parties hereto, and the execution and delivery
thereof have been in all respects duly authorized by the parties
hereto.
NOW, THEREFORE,
for and in consideration of the foregoing premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Notes, as follows:
1.
DEFINITIONS . For all purposes of the Original Indenture and
this Sixth Supplemental Indenture, except as otherwise expressly
provided or unless the context otherwise requires:
(a)
References . The terms “herein,”
“hereof” and other words of similar import refer to the
Original Indenture and this Sixth Supplemental Indenture as a whole
and not to any particular article, section or other subdivision;
and
(b)
Capitalized Terms . All capitalized terms used in this Sixth
Supplemental Indenture but not defined herein shall have the
meanings assigned to such terms in the Original
Indenture.
2.
ELIMINATION AND AMENDMENT OF CERTAIN DEFINED TERMS IN ARTICLE I
OF THE ORIGINAL INDENTURE . From and as of the Operational Time
(as defined in
Section 4(b) of this Supplemental
Indenture), any defined terms appearing in Article I of the
Original Indenture or elsewhere in the Original Indenture, and all
references thereto, that are used solely in the sections,
subsections or provisions of the Original Indenture deleted from
the Original Indenture by virtue of Section 3 of this Sixth
Supplemental Indenture shall be deleted in their entireties from
Section 1.01 of the Original Indenture.
3.
AMENDMENT OF CERTAIN PROVISIONS OF ARTICLES 4, 5 AND 6 AND OTHER
RELATED PROVISIONS OF THE ORIGINAL INDENTURE .
(a)
Amendment of Article 4 of Original Indenture . From and
as of the Operational Time (as defined in Section 4(b) of this
Supplemental Indenture), Article 4 of the Original Indenture
shall be amended by deleting Sections 4.05, 4.06, 4.07, 4.08,
4.09, 4.11, 4.12, 4.13, 4.16, 4.18, 4.19 and 4.21 in their
entireties, together with any references thereto in the Original
Indenture.
(b)
Amendment of Section 5.01 of Original Indenture . From
and as of the Operational Time (as defined in Section 4(b) of this
Supplemental Indenture), Section 5.01 of the Original
Indenture shall be amended by
(i) Adding
“and” after “;” at the end of clause
(ii) of Section 5.01(a);
(ii) Deleting
clause (iii) of Section 5.01(a) in its
entirety;
(iii) Re-designating
clause (iv) of Section 5.01(a) as clause (iii);
and
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