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AMENDMENT AGREEMENT TO NOTE HEDGE
CONFIRMATION
THIS AMENDMENT
AGREEMENT (this “ Agreement ”) is made as of
September 25, 2009, between Citibank N.A. (“
Dealer ”) and Gaylord Entertainment Company
(“ Counterparty ”).
WHEREAS, Dealer
and Counterparty are parties to a Confirmation dated as of
September 24, 2009 (the “ Confirmation ”)
evidencing a Share Option Transaction;
WHEREAS, the
parties wish to amend the Confirmation on the terms and conditions
set forth in this Agreement;
NOW, THEREFORE, in
consideration of their mutual covenants herein contained, the
parties hereto agree as follows:
Section 1.
Terms Used but Not Defined Herein . Terms used but not
defined herein shall have the respective meanings given to them in
the Confirmation.
Section 2.
Amendment to the Confirmation .
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(a)
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The
“Premium” under Annex A to the Confirmation shall be
replaced with USD 15,336,000.
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(b)
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The
“Number of Note Hedging Units” shall be replaced with
360,000. For the avoidance of doubt, the reference to the
“initial Number of Note Hedging Units” under the
caption “Private Placement Procedures” shall be deemed
to refer to the quantity 360,000.
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Section 3.
Representations and Warranties .
Counterparty
represents and warrants to Dealer as follows:
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(a)
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On
the date of this Agreement, (A) Counterparty is not aware of
any material nonpublic information regarding Counterparty or the
Shares and (B) the Offering Memorandum does not contain any
untrue statement of a material fact or any omission of a material
fact necessa
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