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ITEM 1.01.
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On October 31,
2019, Ryman Hospitality Properties, Inc. (the “Company”), entered into a Sixth Amended and Restated Credit Agreement
(the “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, certain subsidiaries of the Company party
thereto, as guarantors and as pledgors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative
agent, which amends and restates the Company’s Fifth Amended and Restated Credit Agreement, dated as of May 11, 2017, as
amended pursuant to Amendment No. 1 to Fifth Amended and Restated Credit Agreement, dated as of May 23, 2017 and Amendment No.
2 to Fifth Amended and Restated Credit Agreement, dated as of July 26, 2018 (as amended, the “Original Credit Agreement”).
The Credit Agreement
extends the maturity dates for the Company’s existing $700 million revolving credit facility (the “Revolver”)
and $200 million term loan A (the “Term Loan A Facility”) to March 30, 2024 and March 30, 2025, respectively. In addition,
the Term Loan A Facility was increased to $300 million and the accordion feature of the credit facility was increased to $600 million
from $500 million. The net proceeds of the increase in the Term Loan A Facility, after deducting certain transaction expenses,
totaled approximately $94.5 million, which, along with cash on hand, were used to pay down $100 million of the outstanding indebtedness
under the Company’s $500 million term loan B.
The Credit Agreement
reduces the applicable interest rate margins for the loans made under the Revolver and Term Loan A Facility under the Credit Agreement.
Borrowings under the Revolver under the Credit Agreement bear interest at an annual rate
equal to, at our option, either (i) LIBOR plus the applicable margin ranging from 1.40% to 1.95%, dependent upon our funded
debt to total asset value ratio (as defined in the Credit Agreement) or (ii) a base rate as set forth in the Credit Agreement.
Borrowings under the Term Loan A Facility under the Credit Agreement bear interest at an
annual rate equal to, at our option, either (i) LIBOR plus the applicable margin ranging from 1.35% to 1.90%, dependent upon
our funded debt to total asset value ratio (as defined in the Credit Agreement) or (ii) a base rate as set forth in the Credit
Agreement. The Credit Agreement did not change the maturity date or applicable margin interest rates for the Company’s $500
million term loan B.
The
Revolver and the Term Loan A Facility are subject to substantially all of the events of default provided for in the Original Credit
Agreement (other than the tangible net worth covenant, which was deleted). If an event of default shall occur and be continuing,
the principal amount outstanding under the Revolver and Term Loan A Facility, together with all accrued and unpaid interest and
other amounts owing in respect thereof, may be declared immediately due and payable.
Certain lenders
under the 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 of the Company, its subsidiaries and certain of its
affiliates, for which they receive customary fees and commissions.
The foregoing
description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.