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 .
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(a)
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The
“Premium” under Annex A to the Confirmation shall be
replaced with USD 15,336,000.
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(b)
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The
“Number of
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