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Exhibit 10.11

EXECUTION COPY

AMENDMENT AGREEMENT TO NOTE HEDGE CONFIRMATION

     THIS AMENDMENT AGREEMENT (this “ Agreement ”) is made as of September 25, 2009, between Citibank N.A. (“ 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;

     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 .

 

(a)

 

The “Premium” under Annex A to the Confirmation shall be replaced with USD 15,336,000.

 

 

(b)

 

The “Number of


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