Summary of GAYLORD ENTERTAINMENT CO /DE

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Underwriting Agreement
On September 24, 2009, Gaylord Entertainment Company, a Delaware corporation (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), providing for the offer and sale by the Company of 6,000,000 shares of its common stock, par value $0.01 per share, at a price to the public of $21.80 per share (the "Common Stock"). The closing of the sale of the Common Stock occurred on September 29, 2009. The net proceeds to the Company, after deducting the Underwriters' discounts and commissions and the estimated offering expenses payable by the Company, were approximately $125.0 million.
In addition, pursuant to the Underwriting Agreement, the Company has granted to the Underwriters a 30-day option to purchase up to an additional 900,000 shares of Common Stock to cover over-allotments, if any. If the Underwriters exercise their over-allotment option to purchase additional shares of Common Stock in full, the Company estimates that the net proceeds to the Company will total approximately $143.7 million.
The Underwriting Agreement includes representations, warranties and covenants by the Company customary for agreements of this nature. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of or in connection with the sale of the Common Stock and customary contribution provisions in respect of those liabilities.
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference. Purchase Agreement
Also on September 24, 2008, the Company (and certain of its subsidiaries, as guarantors) entered into a Purchase Agreement (the "Purchase Agreement") with Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several initial purchasers named in Schedule I thereto (collectively, the "Initial Purchasers"), providing for the offer and sale by the Company of $300 million aggregate principal amount of 3.75% Convertible Senior Notes due 2014 (the "Notes") to the Initial Purchasers for resale to certain qualified institutional buyers in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Company also granted the Initial Purchasers an option to purchase up to an additional $60 million aggregate principal amount of Notes to cover over-allotments, which option was exercised in full on September 25, 2009.
The closing of the sale of the $360 million aggregate principal amount of Notes occurred on September 29, 2009. The net proceeds to the Company, after deducting the Initial Purchasers' discounts and commissions and the estimated offering expenses payable by the Company (including the net cost of the convertible note hedge transactions entered into in connection with the offering of the Notes, as described more fully under "Convertible Note Hedge Transactions," below), were approximately $316.2 million.
The Purchase Agreement includes representations, warranties and covenants by the Company customary for agreements of this nature. It also provides for customary indemnification by each of the

Company and the Initial Purchasers against certain liabilities arising out of or in connection with the sale of the Notes and customary contribution provisions in respect of those liabilities.
The foregoing description of the material terms of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Indenture and the Notes
The Notes are governed by an indenture, dated as of September 29, 2009 (the "Indenture") among the Company, certain of the Company's subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 3.75% per annum, payable semiannually in cash in arrears on April 1 and October 1 of each year, beginning April 10, 2010. The Notes mature on October 1, 2014, unless earlier repurchased by the Company or converted, as described below. The Notes are general unsecured and unsubordinated obligations of the Company and rank equal in right of payment with all of the Company's existing and future senior unsecured indebtedness, including the Company's 8% Senior Notes due 2013 and 6.75% Senior Notes due 2014, and senior in right of payment to all of the Company's future subordinated indebtedness, if any. The Notes will be effectively subordinated to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness.
The Notes are guaranteed, jointly and severally, on an unsecured unsubordinated basis by certain of the Company's subsidiaries. Each guarantee will rank equally in right of payment with such subsidiary guarantor's existing and future senior unsecured indebtedness and senior in right of payment to all future subordinated indebtedness, if any, of such subsidiary guarantor. The . . .

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On September 29, 2009, the Company issued $360 million aggregate principal amount of the Notes, pursuant to the Indenture. The Initial Purchasers of the Notes received an aggregate discount of approximately $8.6 million. The offer and sale of the Notes to the Initial Purchasers was not registered under the Securities Act in reliance upon the exemption from registration under
Section 4(2) of the Securities Act as such transaction did not involve a public offering of securities. The Initial Purchasers then offered for resale the Notes to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers. Based on the initial conversion rate of the Notes of 36.6972 shares of common stock per $1,000 principal amount of the Notes, the maximum number of shares of common stock issuable upon conversion of the Notes is approximately 13.2 million, subject to customary anti-dilution adjustments. The Company has initially elected to settle its conversion obligation by delivering a combination of cash and shares of its common stock with a Specified Dollar Amount (as defined in the Indenture) equal to $1,000.
The Company offered and sold the Warrants to the Counterparties in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Counterparties to the Company. The Warrants, as amended, are exercisable for up to approximately 13.2 million shares of the Company's common stock. The Company received an aggregate payment of approximately $43.7 million for the sale of the Warrants.
Additional information is provided in Item 1.01 above and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits

1.1 Underwriting Agreement dated September 24, 2009, by and among Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I thereto.

4.1 Indenture related to the 3.75% Convertible Senior Notes due 2014, dated as of September 29, 2009, among Gaylord Entertainment Company, certain subsidiaries of Gaylord Entertainment Company, as guarantors, and U.S. Bank National Association, as trustee.

4.2 Form of 3.75% Convertible Senior Note due 2014 (included in Exhibit 4.1).

5.1 Opinion of Bass, Berry & Sims PLC.

10.1 Purchase Agreement dated September 24, 2009, by and among Gaylord Entertainment Company, certain subsidiaries of Gaylord Entertainment Company, as guarantors, and Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several initial purchasers named in Schedule I thereto.

10.2 Equity Derivatives Confirmation (convertible note hedge transaction), dated September 24, 2009, between Gaylord Entertainment Company and Deutsche Bank AG, London Branch.

10.3 Equity Derivatives Confirmation (convertible note hedge transaction), dated September 24, 2009, between Gaylord Entertainment Company and Citibank N.A.

10.4 Equity Derivatives Confirmation (convertible note hedge transaction), dated September 24, 2009, between Gaylord Entertainment Company and Wachovia Bank, National Association.

10.5 Equity Derivatives Confirmation (convertible note hedge transaction), dated September 24, 2009, between Gaylord Entertainment Company and Bank of America, N.A.

10.6 Equity Derivatives Confirmation (warrant transaction), dated September 24, 2009, between Gaylord Entertainment Company and Deutsche Bank AG, London Branch.

10.7 Equity Derivatives Confirmation (warrant transaction), dated September 24, 2009, between Gaylord Entertainment Company and Citibank N.A.

  10.8    Equity Derivatives Confirmation (warrant transaction), dated
          September 24, 2009, between Gaylord Entertainment Company and Wachovia
          Bank, National Association.

  10.9    Equity Derivatives Confirmation (warrant transaction), dated
          September 24, 2009, between Gaylord Entertainment Company and Bank of
          America, N.A.

  10.10   Amendment Agreement to Note Hedge Confirmation, dated as of September 25,
          2009, between Gaylord Entertainment Company and Deutsche Bank AG, London
          Branch.

  10.11   Amendment Agreement to Note Hedge Confirmation, dated as of September 25,
          2009, between Gaylord Entertainment Company and Citibank N.A.

  10.12   Amendment Agreement to Note Hedge Confirmation, dated as of September 25,
          2009, between Gaylord Entertainment Company and Wachovia Bank, National
          Association.

  10.13   Amendment Agreement to Note Hedge Confirmation, dated as of September 25,
          2009, between Gaylord Entertainment Company and Bank of America, N.A.

  10.14   Amendment Agreement to Warrant Confirmation, dated as of September 25,
          2009, between Gaylord Entertainment Company and Deutsche Bank AG, London
          Branch.

  10.15   Amendment Agreement to Warrant Confirmation, dated as of September 25,
          2009, between Gaylord Entertainment Company and Citibank N.A.

  10.16   Amendment Agreement to Warrant Confirmation, dated as of September 25,
          2009, between Gaylord Entertainment Company and Wachovia Bank, National
          Association.

  10.17   Amendment Agreement to Warrant Confirmation, dated as of September 25,
          2009, between Gaylord Entertainment Company and Bank of America, N.A.

  99.1    Press Release of Gaylord Entertainment Company dated September 29, 2009.

  99.2    Press Release of Gaylord Entertainment Company dated September 29, 2009.