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AMENDMENT AGREEMENT TO WARRANT
CONFIRMATION
THIS AMENDMENT
AGREEMENT (this “ Agreement ”) is made as of
September 25, 2009, between Wachovia Bank, National
Association (“ 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 Warrant Transaction (Ref. 7146988);
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 Exhibit B to the Confirmation
shall be replaced with USD 8,748,000.
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(b)
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The
“Number of Warrants” under Annex C shall be replaced
with 29,358 for Components 1 through 89 and 29,336 for Component
90. For the avoidance of doubt, references to the “Number of
Warrants” in the definitions of “Warrant Equity
Percentage” and “Pro Forma Foreign Ownership
Percentage” shall be construed as references to the aggregate
Number of Warrants for all unexpired Components.
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(c)
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The
reference to “4,403,664” under the caption
“Limitation On Delivery of Shares” is replaced with
“5,284,397”.
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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)&nbs
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