Exhibit 10.12

EXECUTION COPY

AMENDMENT AGREEMENT TO NOTE HEDGE 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 Share Option Transaction (Ref. 7146943);

     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 .