Item 1.01. Entry into a Material Definitive Agreement.
On May 23, 2017, Ryman Hospitality Properties, Inc. (the Company), entered into an Amendment No. 1 to Fifth Amended and
Restated Credit Agreement (the Amendment) 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 the Companys Fifth Amended and Restated Credit
Agreement dated as of May 11, 2017 (the Amended Credit Agreement). This Amendment was contemplated by the May 11, 2017 amendment and restatement, which refinanced the Companys Term Loan B, as previously disclosed.
Pursuant to the Amendment, the Borrower extended the maturity of its $700.0 million revolving credit facility (the Revolver) to
May 23, 2021 and borrowings thereunder 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 ranging from 1.55% to 2.40%, dependent upon the Companys funded debt to total asset value ratio 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 ranging from 0.55% to 1.40%, dependent on the same ratio. No additional revolving
credit advances were made at closing.
The Amendment also provides for the funding of a new senior secured term loan A facility in the
original principal amount of $200.0 million (the Term Loan A). At closing, the proceeds of the Term Loan A facility were used to repay a portion of the outstanding balance of the Revolver. The Term Loan A is payable in full at its
maturity date of May 23, 2022. Amounts borrowed under the Term Loan A that are repaid or prepaid may not be reborrowed. Borrowings under the Term Loan A 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 ranging from 1.50% to
2.35%, dependent upon the Companys funded debt to total asset value ratio 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 ranging from 0.50% to 1.35%, dependent on the same ratio.
Consistent with the Revolver, the Term Loan A:
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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 A 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 the events of default provided for in the Amended Credit Agreement. If an event of default shall occur and be continuing, the principal amount outstanding under the Term Loan A, 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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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 Amendment does not purport to be complete and is qualified in its entirety by reference to
the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.