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EXHIBIT 10.2
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (the "Agreement") is entered into on this
22nd
day of January, 2005, by and between the
NASHVILLE HOCKEY CLUB LIMITED
PARTNERSHIP, a Wisconsin limited
partnership (the "Partnership"), and CCK
HOLDINGS, LLC, a Delaware limited liability
company formerly known as CCK, Inc.
("CCK"). GAYLORD ENTERTAINMENT COMPANY, a
Delaware corporation and ultimate
corporate parent of CCK ("Gaylord"), has
also executed this document to signify
its knowledge of, and consent to, the
transactions contemplated herein.
RECITALS:
WHEREAS, CCK is a Limited Partner in the Partnership;
WHEREAS, pursuant to the terms of Section 11.05 of that certain
Agreement of Limited Partnership of
Nashville Hockey Club Limited Partnership,
dated as of June 25, 1997 (the "Limited
Partnership Agreement"), CCK has been
granted the option (the "Put Option") to
sell all its Partnership Interests in
the Partnership to the Partnership at a
predetermined price;
WHEREAS, the Partnership desires to acquire from CCK and CCK
desires to
convey to the Partnership, all of its
Partnership Interests in the Partnership
in exchange for the consideration recited
in the attached Confidential
Settlement Agreement and Full and Complete
Release, effective as of December 30,
2004, by and among Gaylord, CCK, and the
Partnership (the "Settlement
Agreement"); and
WHEREAS, the terms of the Settlement Agreement contemplate and
require
the transactions detailed in this
Agreement.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and promises
contained herein and other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE 1.
PURCHASE OF PARTNERSHIP INTERESTS
1.1. PURCHASE OF PARTNERSHIP INTERESTS. Upon the terms and subject
to
the conditions of this Agreement and in
accordance with the terms of the
Settlement Agreement, the Partnership
hereby agrees to acquire and to redeem in
full from CCK all of CCK's Partnership
Interests in the Partnership (199
Partnership Interests); and CCK agrees to
assign, sell, transfer, convey, and
deliver unto the Partnership all of its
Partnership Interests in the
Partnership, which, upon delivery, shall be
redeemed in full and terminated.
1.2. CONSIDERATION. In consideration for the assignment, sale,
transfer, conveyance and delivery of 199
Partnership Interests in the
Partnership by CCK, which collectively
constitutes CCK's entire interest in the
Partnership, as well as CCK's fulfillment
of its other
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obligations under the Settlement Agreement,
the Partnership hereby agrees to
enter into the Settlement Agreement and to
consummate the transactions
contemplated therein at Closing, as defined
in the Settlement Agreement
(collectively, the "Consideration").
1.3. CLOSING. The closing for the acquisition of the
Partnership
Interests to be transferred hereunder (the
"Closing") shall take place
simultaneously with the execution of this
Agreement.
1.4. CROSS-RECEIPT.
(a) By execution and delivery of this Agreement, CCK hereby
acknowledges the receipt of the full
Consideration.
(b) By execution and delivery of this Agreement, the
Partnership
hereby acknowledges the acquisition,
redemption, and termination of all of the
Partnership Interests from CCK.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP
The Partnership represents and warrants to, and covenants with,
CCK:
2.1. PARTNERSHIP STATUS. The Partnership warrants and represents to
CCK
that it is a duly organized and validly
existing Wisconsin limited partnership.
2.2. AUTHORITY. The Partnership warrants and represen
