AMENDMENT AGREEMENT TO WARRANT CONFIRMATION

Exhibit 10.14

EXECUTION COPY

AMENDMENT AGREEMENT TO WARRANT CONFIRMATION

     THIS AMENDMENT AGREEMENT (this “ Agreement ”) is made as of September 25, 2009, between Deutsche Bank AG, London Branch (“ Dealer ”) and Gaylord Entertainment Company (“ Counterparty ”).

      DEUTSCHE BANK AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DEUTSCHE BANK SECURITIES INC. (“DBSI”) HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THE TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. AS SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO THIS TRANSACTION BETWEEN DEUTSCHE BANK AG, LONDON BRANCH, AND COUNTERPARTY SHALL BE TRANSMITTED EXCLUSIVELY THROUGH DEUTSCHE BANK SECURITIES INC. DEUTSCHE BANK AG, LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).

     WHEREAS, Dealer and Counterparty are parties to a Confirmation dated as of September 24, 2009 (the “ Confirmation ”) evidencing a Warrant Transaction (Ref. 349579);

     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 .