Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 11, 2017, Ryman Hospitality
Properties, Inc. (the Company), entered into a Fifth Amended and Restated Credit Agreement (the Amended Credit Agreement) among the Company, as a guarantor, its subsidiary RHP Hotel Properties, LP (the Borrower),
as borrower, certain other subsidiaries of the Company party thereto, as guarantors (the Guarantors), certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank National Association, as
administrative agent, which amends and restates the Companys existing credit facility.
Pursuant to the Amended Credit Agreement,
the Borrower increased to $500.0 million and extended the maturity of its outstanding senior secured term loan B facility, which originally had a principal amount of $400.0 million (as increased, the Term Loan B). The Term Loan
B has a maturity date of May 11, 2024 and borrowings bear interest at an annual rate equal to, at the Borrowers option, either (a) a LIBO rate determined by the reference to the costs of funds for U.S. dollar deposits for the
interest period relevant to such borrowing, subject to statutory reserves and a LIBO rate floor of 0.00%, plus the applicable margin of 2.25%, or (b) a base rate determined by reference to the higher of (1) the interest rate announced from
time to time by Wells Fargo Bank National Association as its prime rate, (2) the federal funds effective rate plus 1.50% and (3) a LIBO rate determined by the costs of funds for U.S. dollar deposits for a
one-month
interest period plus 1.00%, subject to statutory reserves, and in any case, plus the applicable margin of 1.25%. At the closing, the Borrower drew down on the increased Term Loan B in full. Net
proceeds after repayment of the existing term loan B and certain transaction expenses payable at closing were approximately $114.3 million, and were used to pay down a portion of the Companys revolving credit facility.
Consistent with the original term loan B facility, the increased Term Loan B:
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amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount, with the balance due at maturity. Amounts borrowed under the Term Loan B that are repaid or prepaid
may not be reborrowed;
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is guaranteed by the Company, each of its four wholly-owned subsidiaries that own the Gaylord Hotels-branded properties, and certain other subsidiaries of the Company;
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is secured by (i) a first mortgage lien on the real property of each of the Companys Gaylord Hotels properties, (ii) pledges of equity interests in the subsidiaries of the Company that own the Gaylord
Hotels properties, (iii) the personal property of the Company, the Borrower and the Guarantors and (iv) all proceeds and products from the Companys Gaylord Hotels Properties. Amounts drawn on the Term Loan B are subject to a 55.00%
borrowing base, based on the appraisal value of the Gaylord Hotels properties (reduced to 50.00% in the event a hotel property is sold);
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is subject to certain covenants contained in the Amended Credit Agreement, which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales,
acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements;
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is subject to substantially all of the events of default provided for in the Amended Credit Agreement (other than the financial maintenance covenants). If an event of default shall occur and be continuing, the principal
amount outstanding under the Term Loan B, together with all accrued and unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
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The Amended Credit Agreement also contemplates that the Company and its subsidiaries and the lenders may enter into an amendment to the
Amended Credit Agreement to (i) extend the termination date of the Companys revolving credit facility, (ii) provide for the funding of a new senior secured term loan A facility in the original principal amount of $200.0 million
and (iii) effect certain other changes (the Amendment).
The Amendment, including the possible extended revolver and new term loan A, is subject to
further negotiation and documentation, due diligence review by the lenders and other customary conditions. We can make no assurance that the changes that would result from the Amendment will be made on the terms described or at all. Pending the
Amendment, the revolving credit facility under the Amended Credit Agreement will remain unchanged.
Certain of the lenders under the
Amended Credit Agreement or their affiliates have provided, and may in the future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary course of business for the Company, its subsidiaries and
certain of its affiliates, for which they receive customary fees and commissions.
The foregoing description of the Amended Credit
Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.