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ITEM 1.01.
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On April 23, 2020
(the “Effective Date”), Ryman Hospitality Properties, Inc. (the “Company”), entered into Amendment No. 1
(the “Amendment”) to the Sixth Amended and Restated Credit Agreement dated as of October 31, 2019 (the “Existing
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 (collectively, the “Lender Parties”), which amends the Existing Credit Agreement.
The Amendment provides
for certain temporary amendments to the Existing Credit Agreement from the Effective Date through March 31, 2021 and ending April
1, 2021 (the “Temporary Waiver Period”). During the Temporary Waiver Period the Borrower and the Lender Parties agreed
to the following:
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A waiver of all financial covenants in the Existing Credit
Agreement.
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Confirmation of the Company’s ability to borrow
the remaining $300 million of revolving loan availability (subject to the minimum liquidity covenant described below).
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A covenant that the Company must maintain unrestricted
liquidity (in the form of unrestricted cash on hand or undrawn availability under the $700 million revolving credit facility)
of at least $100 million.
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Certain additional negative covenants and restrictions
outlined in Section 3(g) of the Amendment, including but not limited to limitations on additional indebtedness, investments, dividends,
share repurchases and capital expenditures during the Temporary Waiver Period (subject to certain permitted exceptions).
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The leverage-based
interest rate pricing grid in the Existing Credit Agreement, which is based on the ratio of the Company’s consolidated funded
indebtedness to total asset value, remains unchanged. However, during the Temporary Waiver Period:
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Outstanding borrowings under the $700 million revolving credit facility portion of the Existing Credit Agreement will bear
interest at an annual rate equal to, at the Borrower’s option, either (a) a designated London Inter-bank (“LIBO”)
(or LIBO replacement) rate (as defined in the Existing Credit Agreement) plus an applicable margin of 1.95% or (b) a designated
base rate (as defined in the Existing Credit Agreement) plus an applicable margin of 0.95%; and
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Outstanding borrowings under the $300 million term loan A portion of the Existing Credit Agreement will bear interest at an
annual rate equal to, at the Borrower’s option, either (a) a designated LIBO (or LIBO replacement) rate (as defined
in the Existing Credit Agreement) plus an applicable margin of 1.90% or (b) a designated base rate (as defined in the Existing
Credit Agreement) plus an applicable margin of 0.90%.
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The Amendment also
provides that during the remainder of the term of the Existing Credit Agreement the LIBO rate floor under the Credit Facility will
be increased from 0% to 0.25% for outstanding revolving loan and term loan A loan borrowings.
No additional revolving
credit advances were made at closing. The Company is required to use any proceeds from borrowings drawn during the Temporary Waiver
Period to fund operating expenses, debt service of the Company and its subsidiaries and permitted capital expenditures and investments.
The Company may
elect to terminate the Temporary Waiver Period prior to expiration, and in such event the Company may calculate compliance with
the financial covenants in the Existing Credit Agreement using a designated annualized calculation based on the most recently completed
fiscal quarter or quarters, as applicable and as outlined in Section 3(f) of the Amendment. In addition, if the Temporary Waiver
Period is not terminated earlier by the Company, upon expiration of the Temporary Waiver Period the Company will calculate compliance
with the financial covenants in the Existing Credit Agreement using a designated annualized calculation based on the Company’s
most recently completed fiscal quarters, as applicable and as outlined in Section 3(f) of the Amendment.
Certain
of the lenders under the Existing 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.