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Gaylord Entertainment Company
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 5, 2006 (June 29, 2006)
GAYLORD ENTERTAINMENT COMPANY
 
(Exact name of registrant as specified in its charter)
         
Delaware   1-13079   73-0664379
         
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer
        Identification No.)
     
One Gaylord Drive    
Nashville, Tennessee   37214
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (615) 316-6000
 
(Former name or former address, if changed since last report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Ex-10.2 GMP Amendment No. 8 to the Agreement between Gaylord National, LLC and Perini/Tompkins Joint Venture, dated June 29, 2006

Table of Contents

Item 1.01. Entry into a Material Definitive Agreement.
 
     On June 29, 2006, Gaylord National, LLC (“Gaylord National”), a wholly owned subsidiary of Gaylord Entertainment Company (the “Company”), entered into Amendment No. 8 (the “Amendment”) to the Agreement (as amended, the “Agreement”) between Gaylord National and Perini/Tompkins Joint Venture, dated as of May 9, 2005, relating to the construction of the Gaylord National Resort & Convention Center. The Amendment provides for a guaranteed maximum price of $301.7 million. The Agreement and the Amendment are filed herewith as exhibits and are incorporated by reference herein. The descriptions of the material terms of the Agreement and the Amendment are qualified in their entirety by reference to such exhibits.
Item 9.01. Financial Statements and Exhibits.
 
     (d) Exhibits.
         
  10.1    
Agreement between Gaylord National, LLC and Perini/Tompkins Joint Venture, dated as of May 9, 2005, relating to the construction of the Gaylord National, including certain amendments thereto (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-13079)).
       
 
  10.2    
GMP Amendment No. 8 to the Agreement between Gaylord National, LLC and Perini/Tompkins Joint Venture, dated June 29, 2006.

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Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  GAYLORD ENTERTAINMENT COMPANY
 		  
Date: July 5, 2006  By:   /s/ Carter R. Todd    
    Name:   Carter R. Todd   
    Title:   Senior Vice President, General Counsel and
Secretary 		  
 

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                                                                    EXHIBIT 10.2


                             GMP AMENDMENT NUMBER 8

     This Separate GMP Amendment is executed this 29th day of June, 2006, by
GAYLORD NATIONAL, LLC ("Owner") and PERINI TOMPKINS JOINT VENTURE ("Construction
Manager") pursuant to the Agreement dated May 9, 2005 ("Agreement") executed by
the parties for the performance by the Construction Manager of certain
construction work and construction management services for the Gaylord National
Harbor Resort and Convention Center Project as identified therein.

     1.   Pursuant to the Agreement, Construction Manager hereby agrees that the
          Guaranteed Maximum Price ("GMP") for the Work to be performed on the
          Project (including all Work under this GMP Amendment Number 8 and all
          Work previously authorized pursuant to GMP Amendments shall be
          $301,671,694 and that the GMP is accounted as follows: (a) the
          Preconstruction Services equals $350,000, (b) the Construction
          Manager's Lump Sum General Conditions equals $19,255,989, (c) the Cost
          of the Work equals $259,820,848, (d) the Construction Manager's Fee
          equals $9,467,009 (e) Contingency equals $8,331,561, (f) the Phase II
          General Conditions, Contingency, Fee & Insurance equals $563,063, (g)
          the Phase II Cost of the Work equals $3,632,667, and (h) the Mock-up
          Room Cost of Work equals $250,557).

OWNER                                       CONSTRUCTION MANAGER
GAYLORD NATIONAL, LLC                       PERINI TOMPKINS JOINT VENTURE
BY:  GAYLORD HOTELS, LLC SOLE MEMBER

BY:  /s/ Colin V. Reed                      BY:  /s/ Mark Makary
     -------------------------------             ------------------------

TITLE: Chief Executive Officer              TITLE: Principle In Charge