Contract

EXHIBIT 10.3 CONSENT AGREEMENT This CONSENT AGREEMENT is made this 22 day of February, 2005 by andamong: (i) the National Hockey League, a joint venture organized as anot-for-profit unincorporated association (the “NHL”); (ii) Nashville HockeyClub Limited Partnership (the “Club”), Nashville Predators, LLC (the “GP”),Craig L. Leipold (“CLL”), Estate of Samuel C. Johnson (“SCJ”), Helen P.Johnson-Leipold (“HJL”), the Craig L. Leipold 2000 Special Trust f/b/o JonathanKyle Leipold, the Craig L. Leipold 2000 Special Trust f/b/o Christopher LouisLeipold, Linda Sturino, Jonathan Kyle Leipold, Christopher Louis Leipold, theHelen Johnson-Leipold 2000 Special Trust f/b/o Bradford Powers Leipold, theHelen Johnson-Leipold 2000 Special Trust f/b/o Samuel Curtis Johnson Leipold,and the Helen Johnson-Leipold 2000 Special Trust f/b/o Conrad Werner Leipold(the parties listed in this clause (ii), collectively, the “Club Parties”); and(iii) Gaylord Entertainment Company f/k/a New Gaylord Entertainment Company(“Gaylord”), Gaylord Creative Group, Inc. (“GCG”) and CCK Holdings, LLC (f/k/aCCK, Inc.) (“CCK Holdings” and, together with Gaylord and GCG, the “GaylordParties”, and each of the parties listed in clauses (ii) and (iii) collectively,the “Transaction Parties”). Background (a) (i) The Club directly owns the NHL membership known as theNashville Predators (the “Membership”). (ii) Pursuant to certificates of conversion filed on December 10,2002, a Plan of Conversion of CCK, Inc. dated December 11, 2002 (the “Plan ofConversion”) and an Assignment of Membership Interest dated December 11, 2002between Gaylord and GCG (the “Assignment”), Gaylord purports to have: (A)converted CCK, Inc. into CCK Holdings, and (B) transferred all of the membershipinterests in CCK Holdings to GCG, its wholly-owned subsidiary (collectively, the”Reorganization”). (iii) Pursuant to the Purchase Agreement dated February 22, 2005among the Club, CCK Holdings and Gaylord (the “Purchase Agreement”), the Clubproposes to acquire and redeem in full from CCK Holdings, in exchange for theconsideration described in the Confidential Settlement Agreement and Full andComplete Release dated as of December 30, 2004 among Gaylord, CCK Holdings andthe Club (the “Settlement Agreement”), all of CCK Holdings’ 199 PartnershipInterests in the Club (the “Purchased Interest”), which represents a 19.9%limited partnership interest in the Club (the “Redemption” and, together withthe Reorganization, the “Proposed Transactions”). (iv) Upon consummation of the Redemption, none of Gaylord, GCG, CCKHoldings, nor any of their respective affiliates, will own a direct, indirect,contingent or convertible interest in the Membership, and the direct andindirect ownership interests in the Membership will be as set forth onSchedule 1. (b) The consent of the NHL Board of Governors is required for theProposed Transactions under the NHL Rules and Agreements (as hereinafterdefined). 1 (c) Pursuant to the NHL Rules and Agreements, the parties havefurnished to the NHL copies of all documents relating to the ProposedTransactions, a complete list of which is provided on Schedule 2 (the”Transaction Documents”). (d) The NHL Board of Governors has approved the Proposed Transactions,subject to certain terms and conditions, including the execution and delivery ofthis Agreement. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. NHL Consent. Subject to the terms and conditions set forth in thisAgreement, the NHL hereby consents to the Proposed Transactions. The consentgranted herein is limited to the Proposed Transactions as specifically describedin paragraphs (ii) and (iii) of the Background section and does not extend toany other transfer, sale, foreclosure, liquidation, wind-up, dissolution,mortgage, hypothecation, pledge or other impairment or encumbrance of any assetsof, or direct or indirect ownership interests in, the Club, including, withoutlimitation: (a) notwithstanding any previous application for NHL approval, anytransfer of Samuel C. Johnson’s limited partnership interests in the Club, (b)notwithstanding any previous application for NHL approval, any issuance ofpartnership interests in the Club made in connection with certain capital callson or about December 4, 2001, June 12, 2002, October 24, 2002, February 12,2003, October 1, 2003 and February 16, 2004 (the “Capital Calls”), (c) anycapital contribution to the Club or to any other Transaction Party, (d) anyaddition, replacement or substitution of a trustee or beneficiary of any Trust(as defined in Section 5(d) below) or any other trust having a direct orindirect interest in the Club or holding an NHL-related asset, or (e) any grant,exercise, redemption or transfer of any put rights, call rights, options,warrants, redemption rights or similar rights, or rights to change themanagement (or the composition or control of any managing board) or votingrights with respect to any Transaction Party (collectively, including theCapital Calls, “Additional Transactions”), in each case, whether or notcontemplated by the Transaction Documents. 2. Performance of Agreements. The Transaction Parties agree to performall of the terms and conditions of the Transaction Documents applicable to eachof them, provided that if there is any conflict between their obligations underthe Transaction Documents and their obligations under the NHL Rules andAgreements (including, without limitation, this Agreement), their obligationsunder the NHL Rules and Agreements (including, without limitation, thisAgreement) shall prevail. The Transaction Parties jointly and severally agreethat, notwithstanding anything to the contrary in any Transaction Document, theywill not take any action that adversely affects the Club or impairs the debts,liabilities and obligations of the Club. 3. NHL Rules and Agreements. (a) The Club Parties jointly and severally agree to be bound by andadhere to all of the terms and provisions of, and to cause their respectiveaffiliates to comply with: (A) the NHL Constitution, (B) the NHL Bylaws, (C) theExpansion Agreement dated June 25, 1997, as amended by the Letter Agreementdated May 1, 1998 (as amended, the “Expansion Agreement”) and the Writingsreferred to therein, (D) the governing documents of each of the NHL, NHL 2Enterprises, L.P., NHL Enterprises Canada, L.P., NHL Enterprises, Inc., NationalHockey League Enterprises Canada, Inc., Intra-Continental Ensurers, Limited, anyentity that may be formed by the NHL member clubs (the “Member Clubs”) generallyafter the date of this Agreement, and each of their respective affiliates(together with the NHL, the “NHL Entities”), (E) the rules, regulations,memoranda, resolutions, policies, procedures, interpretations and directives ofthe governing body of each of the NHL Entities (including, without limitation,the NHL Board of Governors) and the NHL Commissioner (the “Commissioner”), (F)the letter agreement dated September 1, 2004 among the NHL, the Club, CitibankUSA, Inc., and others (the “Lender Agreement”), (G) any other Consent Agreementamong the NHL, the Club and one or more of the Transaction Parties, and (H) anyagreements and arrangements to which the Member Clubs generally or any of theNHL Entities are (or after the date of this Agreement may become) subject or bywhich they or their assets are (or after the date of this Agreement may become)bound, including, without limitation, the current and/or future collectivebargaining agreements between the NHL and the National Hockey League Players’Association and between the NHL and the National Hockey League Officials’Association and all other agreements, consent agreements, decrees, cooperationagreements and settlement agreements presently or hereafter in effect between oramong the NHL Entities, the Member Clubs and/or third parties (including,without limitation, this Agreement); in each case as they may be amended oradopted from time to time and including the Commissioner’s interpretationthereof and the custom and practice thereunder (collectively, the “NHL Rules andAgreements”). (b) The Transaction Parties jointly and severally agree not to take orsupport, and to cause their respective affiliates not to take or support, anyposition or action which may be inconsistent with any of the NHL Rules andAgreements or which may have a material adverse impact on any of the NHLEntities or the other Member Clubs. (c) Without limiting the generality of their respective covenants inSection 6, the Transaction Parties jointly and severally agree not to challenge,and to cause their respective affiliates not to challenge, at any time or in anyforum, any aspect of the NHL Rules and Agreements, which they have reviewed intheir current form and agree are fair and reasonable. 4. Ownership, Control and Capital Structure. (a) The Club Parties jointly and severally represent to the NHL thatCLL is the chief executive officer and Governor of the Club, and that he isresponsible for and has the authority to manage the business and affairs of theClub. The Club shall notify the Commissioner of any change in its Governor,which change shall be reasonably satisfactory to the Commissioner. The NHLEntities and Member Clubs may rely upon as binding upon the Club and the otherTransaction Parties any action of the Club’s Governor with respect to anycommunication, agreement, understanding, action, consent or other transactionwith or concerning the NHL Entities, the Member Clubs or their respectiveaffiliates. (b) The Club Parties acknowledge and agree that: (i) Any proposed sale, assignment, pledge, encumbrance or othertransfer of any assets of or direct or indirect ownership interests in the Club(no matter how small 3the interest), including, without limitation, any Additional Transaction, shallrequire prior approval in accordance with the NHL Rules and Agreements and, as acondition precedent to such transfer, the Club, each transferring owner, eachtransferee and such other parties as the NHL shall determine in its solediscretion, shall be required to execute and deliver a consent agreement withthe NHL in the form of this Agreement or such other form as may then be requiredby the NHL in its sole discretion. (ii) Except as provided in the Lender Agreement, neither the Clubnor any of its direct or indirect owners (including the Club Parties) haspreviously pledged, or shall pledge, the Membership, any of their direct orindirect interests therein or any other hockey-related assets to secure any debtobligation, or increase any approved secured debt obligation, without obtainingthe prior written approval of the Commissioner, which approval may be withheldin the Commissioner’s sole discretion, and without entering into (and causingthe applicable lender to enter into) a lender letter agreement in form andsubstance satisfactory to the Commissioner. (iii) No Transaction Document shall be rescinded, canceled,terminated or amended in any respect which may or will affect the conditions,obligations or duties set forth in this Agreement or under the NHL Rules andAgreements or adversely affect the interests of the NHL Entities or the MemberClubs without the prior written approval of the Commissioner, which approval maybe withheld in the Commissioner’s sole discretion. The Commissioner shall benotified in writing of any proposed change, whether or not the Commissioner hasconsent rights with respect to the change, at least ten days before such changeis affected. (iv) Without limiting the provisions of subsection (i) above, theClub Parties shall not, nor shall they cause or permit, without the priorwritten approval of the NHL, which approval may be withheld in the NHL’s solediscretion: (A) the Club to change its status as a limited partnership, the GP to change its status as a limited liability company, or any other Club Party to change its status as a corporation, limited partnership, limited liability company or trust, as the case may be; (B) the Club, the GP or any other Club Party to liquidate, dissolve or transfer a substantial part of its assets to another entity if such assets include an interest in, or as used in the operation of, the Membership; (C) a change in the general partner of the Club or in the management authority of such general partner, whether or not presently provided in the Agreement of Limited Partnership of the Club (the “Partnership Agreement”), or a change in ownership or control of any other Club Party; or 4 (D) any transfer or other transaction that will result in a change, directly or indirectly, in the ownership or management of the Membership or any Club Party. (v) Each of the Club Parties that is an entity agrees that itsstock certificate, membership certificate, partnership certificate or otherdocument evidencing ownership, if any, bears a legend substantially as follows: “The transfer, pledge or other disposition of [this partnership interest][this membership interest][the stock reflected by this certificate] is subject to the prior written approval and consent of the National Hockey League pursuant to the NHL Constitution and Bylaws and a certain Consent Agreement dated _______, with the NHL.” (c) The Club Parties jointly and severally represent and warrant to theNHL as follows: (i) Any beneficiary of a Trust who has not executed this Agreement(including, without limitation, Samuel Curtis Johnson Leipold, Bradford PowersLeipold and Conrad Werner Leipold) is a minor who is legally incapable ofentering into enforceable agreements. When any such beneficiary attains the ageof majority, the Club Parties will cause such beneficiary to execute acounterparty to this Agreement by which such beneficiary agrees to be bound byeach of the terms of this Agreement applicable to Club Parties. (ii) Except as described on Schedule 4(c)(ii), no Club Partypresently has any intention of selling any part of his or its interest in theClub, whether direct or indirect, or any of the assets of the Club, and thereare no options, warrants, put or call rights or any other rights of acquisitionor conversion that would entitle any person or entity to acquire any direct orindirect interest, whether equity or otherwise, in the Club. (iii) None of the Club Parties has received any representation,commitment, promise, assurance or other indication of any kind with respect toany future transfer of direct or indirect ownership or change in location of theMembership. 5. Representations and Warranties. The Transaction Parties jointly andseverally represent and warrant to the NHL as follows: (a) Each of the Transaction Parties that is an entity is dulyorganized, validly existing and in good standing under the laws of thejurisdiction of its organization, and has the power and authority to own,operate and lease its properties and to carry on its business. (b) Each of the Transaction Parties has the power and authority toexecute and deliver this Agreement and to perform its obligations hereunder. 5 (c) This Agreement constitutes a legal, valid and binding obligation ofeach Transaction Party, enforceable against each of them in accordance with itsterms. (d) Schedule 1 truly, accurately and completely sets forth the directand indirect ownership interests of the Club and each of its direct and indirectowners as of the date hereof immediately following the consummation of theProposed Transactions, including each trustee and beneficiary of any trust thatowns a direct or indirect interest in the Club (a “Trust”). (e) On or about January 11, 2005, Gaylord’s representatives firstadvised the NHL and the Club that: (i) CCK, Inc. was converted into CCK Holdingson December 10, 2002, (ii) CCK Holdings is a limited liability company organizedunder the laws of the State of Delaware, (iii) on December 11, 2002, Gaylordtransferred all of the membership interests in CCK Holdings to GCG in accordancewith the terms of the Assignment, and (iv) at all times since December 11, 2002,Gaylord has directly owned all of the outstanding capital stock of GCG and GCGhas directly owned all of the membership interests of CCK Holdings; all of whichrequired NHL approval under the Expansion Agreement and the NHL Rules (asdefined therein) prior to the consummation thereof, and, to the extent that suchtransactions were in fact consummated, such consummation would constitute abreach of the Expansion Agreement and a violation of the NHL Rules. Immediatelyprior to the consummation of the Redemption, (x) CCK Holdings directly owned thePurchased Interest, and (y) except for GCG and CCK Holdings, no other subsidiaryor affiliate of Gaylord owned any direct or indirect interest in the Club.Immediately following the consummation of the Redemption, neither Gaylord, GCG,CCK Holdings nor any of their respective affiliates will own any direct,indirect, convertible or contingent interest in the Club. (f) The ownership interests described in Schedule 1 are validly issuedand fully paid and are held free and clear of any liens, security interests,pleadings, charges, encumbrances or claims of liability, except as provided inthe Lender Agreement. (g) The transactions contemplated by the Transaction Documents will notadversely affect the Membership or the operation or financial condition of theMembership and will not in any way impair or adversely affect any debts,liabilities or obligations of the Transaction Parties to any other party,including, without limitation, to any of the NHL Entities or other Member Clubsor to any players, coaches or other personnel. (h) All consents, waivers, approvals, orders and authorizations of anypersons or entities or governmental or regulatory authorities that are requiredin connection with the Proposed Transactions have been obtained and are in fullforce and effect, and all registrations, declarations, filings or recordingswith any such authorities have been made. (i) Each of the Transaction Parties has performed in all materialrespects all obligations required to be performed by it to date with respect tothe Proposed Transactions and none of them is in default in any respect underany contract, agreement, lease, or other instrument relating to the same towhich it is a party or by which it is bound. True and complete copies of alldocuments described or referred to herein or in any schedule attached hereto,including, without limitation, the Transaction Documents, have been delivered tothe NHL. The 6Transaction Documents constitute all of the material documents relating to theProposed Transactions. All information furnished by or on behalf of theTransaction Parties in connection with the request for approval of the ProposedTransactions is true and correct in all material respects and has not containedany material misstatement or omitted any material statement which would makesuch information not misleading. (j) The execution and delivery of the Transaction Documents and thisAgreement, and compliance with the terms thereof and hereof by each TransactionParty, will not conflict with, or result in the breach of, any of the terms,conditions or provisions of, or constitute a default under, or result in thecreation of any lien, charge or encumbrance upon any of the properties or assetsof any of them pursuant to, any indenture, mortgage, lease, agreement or otherinstrument to which any of them is a party or by which any of them is bound. (k) There is no action, suit or proceeding pending or, to the best ofthe knowledge of any Transaction Party, threatened against any Transaction Partyany other party which could reasonably be expected to result in any adversejudgment or liability not fully covered by insurance or which may have amaterial adverse effect on the business, properties or assets or in thecondition, financial or otherwise, or public image of the Membership or anyTransaction Party or which may prevent or impede the consummation of any of theProposed Transactions. There is no order, writ, injunction or decree that hasbeen issued by, or, to the knowledge of any Transaction Party, requested by, anycourt or governmental agency which does or may have any material adverse effecton the business, properties or assets or in the condition, financial orotherwise, or public image of the Membership or any Transaction Party or whichmay prevent or impede the consummation of any of the Proposed Transactions. (l) To the best of the knowledge of each of the Transaction Parties,each is in compliance in all material respects with all applicable laws,regulations and ordinances and all orders, judgments and decrees of anygovernmental authority. (m) Except as provided in the Lender Agreement, none of the assets ofor direct or indirect ownership interests in the Club (including, withoutlimitation, the Purchased Interest or any portion thereof) is pledged to secureany debt or obligation of any person or entity. The Membership and all otherhockey-related assets are owned directly by the Club. (n) If the Capital Calls had previously been consummated (it beingacknowledged and agreed by the Transaction Parties that: (i) none of the CapitalCalls has previously been approved by the NHL, and (ii) under the ExpansionAgreement and the NHL Rules (as defined therein), the Capital Calls must beapproved by the NHL as a condition precedent to their consummation), CCKHoldings’ 199 Partnership Interests in the Club would represent an approximately10.10% limited partnership interest in the Club. 6. Release and Limitation of Liability. (a) In partial consideration for the NHL providing the consentscontained herein, the Transaction Parties, on their own behalf and on behalf oftheir respective affiliates, heirs, executors, administrators, trustees, legalrepresentatives, successors and assigns, hereby 7forever release and discharge each of the NHL Entities and Member Clubs (exceptthe Club, but including all future member clubs of the NHL) and each of theirrespective predecessors, affiliates, successors and assigns, and each of theirrespective past, present or future, direct or indirect, owners, partners,shareholders, members, managers, directors, officers, agents, trustees,employees, affiliates, subsidiaries and governors (whether acting as agents forthe NHL Entities, Member Clubs or in their individual capacities) (collectively,”Affiliated NHL Parties”) from any and all claims, demands, causes of action andliabilities of any kind (upon any legal or equitable theory, whethercontractual, common-law, statutory, decisional, Canadian, United States,foreign, state, provincial, local or otherwise), whether known or unknown(collectively, “Claims”), by reason of any act, omission, transaction oroccurrence taken or occurring at any time up to and including the date of thisAgreement (including, without limitation, any Claims, facts or circumstancesarising from or attributable or relating to the Litigation (as defined in theSettlement Agreement), including the parties’ failure to consummate CCKHoldings’s exercise of its put option under the Partnership Agreement (the “PutOption”)), except for those amounts, if any, which may be due to the Club in theordinary course of NHL business. (b) The Affiliated NHL Parties shall have no liability to theTransaction Parties for any actions taken or not taken following the date hereofon behalf of an NHL Entity or a Member Club or otherwise in connection with thebusiness of the NHL, provided that such actions do not constitute willfulmisconduct. Accordingly, the Transaction Parties, on their own behalf and onbehalf of their respective affiliates, heirs, executors, administrators,trustees, legal representatives, successors and assigns: (i) covenant not to sueany Affiliated NHL Party in connection with or assert, and agree to cause theirrespective affiliates not to sue any Affiliated NHL Party in connection with orassert, any claims, demands, causes of action or liabilities of any kind whichthey or any other party may hereafter have in connection with any acts taken ornot taken following the date of this Agreement by any Affiliated NHL Party,provided that such actions are taken by the Affiliated NHL Party on behalf of anNHL Entity or a Member Club and do not constitute willful misconduct on the partof the Affiliated NHL Party taking such action, and (ii) release and indemnify,and agree to cause their respective affiliates to release and indemnify, theAffiliated NHL Parties from such claims, demands, causes of action, andliabilities. (c) Without limiting any other rights the Affiliated NHL Parties mayhave, and without limiting any Transaction Party’s affirmative obligation to paythe amounts referenced in this Agreement, the Transaction Parties jointly andseverally agree to indemnify and hold harmless each of the Affiliated NHLParties from and against any and all losses, obligations, claims, liabilities,fines, penalties, damages, costs and expenses (including, without limitation,reasonable costs of investigation and settlement and attorneys’ fees, includingin actions between any of such parties and any of the Affiliated NHL Parties)(collectively, “Losses”) incurred or required to be paid by an Affiliated NHLParty, arising out of, attributable to or relating to: (i) the proposed exerciseof the Put Option or any transaction related to the Put Option or CCK Holdings’exercise thereof, (ii) any Proposed Transaction or any other transactioncontemplated in the Transaction Documents or relating to any ProposedTransaction (including, without limitation, any of the transactions contemplatedby the Settlement Agreement), (iii) any breach of any warranty or covenant orany misrepresentation in this Agreement by any Transaction Party, or (iv) anyact, omission, liability or obligation (including, 8without limitation, all obligations set forth in this Agreement) of anyTransaction Party or any of their respective past, present or future, direct orindirect, owners, partners, shareholders, members, managers, directors,officers, agents, trustees, employees, affiliates, subsidiaries and governors. (d) Nothing contained in this Agreement shall be, or be construed ordeemed to be, a subordination by any NHL Entity of such NHL Entity’s rights: (i)to receive payments on account of indebtedness or liabilities now or hereafterowing to any NHL Entity by the Club or any other person or entity or (ii) todefer or off-set any distribution to the Club; all of such rights hereby beingconfirmed and affirmed. Nothing in this Agreement shall be construed in anyrespect as a guaranty or indemnity by any NHL Entity, or any of the MemberClubs, of any debts, liabilities or obligations of any Transaction Party or anyother party. 7. Additional Provisions. (a) The Transaction Parties agree, in accordance with the thirdparagraph of Article 3.5 of the NHL Constitution, that all legal fees and costsincurred by the NHL with respect to the Proposed Transactions shall be chargedto the Club and shall be the obligation of the Club. (b) This Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns, including butnot limited to, any corporation or other business entity into which any partyshall be merged, consolidated or amalgamated or to which substantially all ofthe assets of a party shall be transferred, in each case in accordance with theNHL Rules and Agreements. No Transaction Party may assign any of its rights ordelegate any of its duties under this Agreement without the written consent ofthe NHL. Notwithstanding anything in any Transaction Document to the contrary,any dispute between or among the parties relating to the subject matter hereofshall be deemed to be a dispute which shall be resolved in accordance withSection 6.3 of the NHL Constitution and the Commissioner shall have full andexclusive jurisdiction and authority to arbitrate and resolve such dispute. (c) Any notice or other communication under this Agreement shall be inwriting and shall be considered given when delivered personally or sent byfacsimile (with a copy by any other means permitted for the giving of noticesunder this section), one day after being sent by a reputable overnight courier,or three days after being mailed by registered or certified mail, postageprepaid, return receipt requested, as follows: If to the NHL or the National Hockey League Commissioner: 1251 Avenue of the Americas New York, New York 10020-1198 Attention: General Counsel Facsimile: (212) 789-2050 9 with a copy to: Proskauer Rose LLP 1585 Broadway New York, New York 10036 Attention: Wayne D. Katz, Esq. Facsimile: (212) 969-2900 If to any Club Party: c/o Nashville Predators 501 Broadway Nashville, Tennessee 37203 Attention: Craig L. Leipold Facsimile: (615) 770-2309 with a copy to: Sherrard & Roe PLC 424 Church Street, Suite 2000 Nashville, Tennessee 37219 Attention: Christopher C. Whitson, Esq. Facsimile: (615) 742-4539 with an additional copy, McDermott, Will & Emery in the case of any Club 227 West Monroe Party other than the Club, Chicago, Illinois 60606-5096 the GP, CLL or HJL, to: Attention: William J. Butler, Esq. Facsimile: (312) 984-7700 If to any Gaylord Party: c/o Gaylord Entertainment Company One Gaylord Drive Nashville, Tennessee Attention: Carter Todd Facsimile: (615) 316-6544or to such other address as a party shall designate from time to time by likenotice. (d) Except as set forth in the following sentence, Agreement and theexhibits and schedules annexed hereto and made a part hereof contain the entireagreement among the parties with respect to the Proposed Transactions andsupersede all prior agreements or understandings among the parties relating toany of the Proposed Transactions. Notwithstanding anything to the contrary inthis Agreement, nothing in this Agreement shall be construed to amend orterminate any of the terms or provisions of: (i) the Expansion Agreement and theWritings referred to therein, including, without limitation, the Guaranty datedJune 25, 1997 (the “Guaranty”), except as expressly provided in Section 7(o)with respect to the Guaranty, or (ii) the Lender Agreement, each of which ishereby affirmed and confirmed and shall, subject to Section 7(o) with respect tothe Guaranty, remain in full force and effect. This Agreement shall not bemodified, supplemented, or terminated orally, and shall be governed by the lawsof the State of New York applicable to agreements made and to be performedentirely in New York. It is acknowledged and agreed that the NHL will sufferimmediate and irreparable harm in the 10event of a breach of this Agreement by any other party hereto of any of suchparty’s obligations hereunder and will not have an adequate remedy at law and,therefore, the NHL shall, in addition to any other remedy available to it at lawor in equity, be entitled to temporary, preliminary and permanent injunctiverelief and a decree for specific performance in the event of a breach orthreatened or attempted breach, without the necessity of showing any actualdamage or irreparable harm or the posting of any bond or furnishing of any othersecurity. This Agreement shall be interpreted neutrally and without regard tothe party that drafted it and, in particular, no rule of construction shall beapplied as against any party that would result in the resolution of an ambiguitycontained herein against the drafting party. (e) No delay or failure on the part of any party to exercise any right,power or remedy under this Agreement shall operate as a waiver thereof; norshall any single or partial exercise of any right, power or remedy preclude anyother or further exercise thereof or of any other right, power or remedy. Nowaiver by any party of another party’s compliance with the provisions of thisAgreement shall be effective unless set forth in a writing signed by the partygranting such waiver, and no waiver of any provision on any one occasion shallconstitute a waiver of such provision or any other provision on any subsequentoccasion. (f) Except as otherwise expressly provided in this Agreement, anyrepresentation, covenant or agreement may be waived, amended, consented to orotherwise approved by the NHL, on the one hand, and the particular party otherthan the NHL to which such representation, covenant or agreement applies, on theother hand, without the consent or approval of any other party. By way ofillustration and not limitation, changes in any party’s direct or indirectownership of the Club may, for all purposes of this Agreement, be consented toby such party and the NHL without the consent of any other party. (g) The Transaction Parties acknowledge and agree that the failure byany Transaction Party to comply with any of the provisions of this Agreementshall constitute a material breach of this Agreement which entitles the NHL totake action permitted by the NHL Rules and Agreements and/or this Agreement.Said action includes, in addition to any and all other rights to which the NHLshall be entitled under this Agreement or otherwise, the right of the NHL tocommence termination proceedings under Article III of the NHL Constitution andsuch other remedies as may be provided by law or in equity for the breach of amaterial obligation. No party shall attempt to prevent the NHL’s exercise ofsuch rights on the basis that the NHL cannot exercise dominion or control overits allocable share of the rights or assets that are the subject of the NHL’sactions because it was not the breaching party. (h) The Transaction Parties acknowledge and agree that the NHL hasreviewed the Transaction Documents that have been supplied to it for certainlimited purposes only and that the NHL is not charged with knowledge of, ordeemed to have any independent obligations under, any of the TransactionDocuments. Notwithstanding anything contained in any Transaction Document(whether to the contrary or otherwise), in the event of any conflict orambiguity between any term or provision contained in this Agreement and any termor provision of any Transaction Document, the terms of this Agreement shallcontrol and all such conflicts or ambiguities shall be resolved in a manner thatwill provide the NHL with the maximum protection that may be afforded to it. 11 (i) The section headings of this Agreement are for convenience ofreference only and shall be given no effect in the construction orinterpretation of this Agreement. (j) This Agreement does not create, and shall not be construed ascreating, any rights enforceable by any person not a party to this Agreement(except for the NHL Entities and as provided in Section 6). (k) If any provision of this Agreement shall be deemed invalid orunenforceable by a court having jurisdiction, the balance of this Agreementshall remain in effect and shall be enforced to the maximum extent permitted bylaw. (l) As used in this Agreement, the term “affiliate” means, with respectto a specified person or entity: (i) any other person or entity directly orindirectly controlled by, controlling, or under common control with thespecified person or entity, and (ii) any family member of the specified personor trust for the benefit of one or more family members of the specified person. (m) Subject to the last sentence of Section 7(b), the courts of NewYork State located in New York County and the United States District Court forthe Southern District of New York located in New York County shall haveexclusive jurisdiction over the parties (and the subject matter) with respect toany dispute or controversy arising under or in connection with this Agreement,and by execution of this Agreement, each Transaction Party submits to andaccepts the exclusive jurisdiction of those courts and irrevocably agrees to bebound by any final judgment rendered thereby in connection with this Agreementor any matter affecting the Club, in general. A summons or complaint in any suchaction or proceeding may be served in accordance with Section 7(c). EachTransaction Party irrevocably waives any objection, including, withoutlimitation, any objection to the laying of venue or based on the grounds offorum non conveniens, which it or he may now or hereafter have to the bringingof any such action or proceeding in any such jurisdiction. (n) Whenever the context may require, any pronoun shall include thecorresponding masculine and feminine forms. (o) Notwithstanding anything to the contrary in the Guaranty, neitherGaylord nor CCK Holdings shall be responsible under the Guaranty for any debt,obligation or liability of the Club that arises from any act, omission orcircumstance that occurs after the date hereof. 12 (p) This Agreement may be executed in counterparts, which togethershall constitute one and the same instrument. NATIONAL HOCKEY LEAGUE By: /s/ David Zimmerman ———————————– Name: David Zimmerman Title: Senior Vice President General Counsel Transaction Parties: NASHVILLE HOCKEY CLUB LIMITED PARTNERSHIP By: Nashville Predators, LLC, its general partner By: /s/ Edward F. Lang ————————————– Name: Edward F. Lang Title: EVP NASHVILLE PREDATORS, LLC By: /s/ Edward F. Lang ————————————– Name: Edward F. Lang Title: EVP /s/ Craig L. Leipold —————————————– Craig L. Leipold ESTATE OF SAMUEL JOHNSON By: /s/ Imogene P. Johnson ————————————– Name: Imogene P. Johnson Title: Co-Trustee/Co Personal Representative Johnson Bank as Co-Trustee/Co Personal Representative By: /s/ Brian Lucareli ————————————– Authorized Officer 13 /s/ Helen P. Johnson Leipold —————————————– Helen P. Johnson Leipold /s/ Jonathan Kyle Leipold —————————————– Jonathan Kyle Leipold /s/ Chris Leipold —————————————– Chris Leipold /s/ Linda Sturino —————————————– Linda Sturino THE CRAIG L. LEIPOLD 2000 SPECIAL TRUST F.B.O. JONATHAN KYLE LEIPOLD By: /s/ Linda Sturino ————————————– Name: Linda Sturino Title: Trustee THE CRAIG L. LEIPOLD 2000 SPECIAL TRUST F.B.O. CHRISTOPHER LOUIS LEIPOLD By: /s/ Linda Sturino ————————————– Name: Linda Sturino Title: Trustee THE HELEN JOHNSON-LEIPOLD 2000 SPECIAL TRUST F/B/O CONRAD WERNER LEIPOLD By: /s/ Linda Sturino ————————————– Name: Linda Sturino Title: Trustee 14 THE HELEN JOHNSON-LEIPOLD 2000 SPECIAL TRUST F/B/O SAMUEL CURTIS JOHNSON LEIPOLD By: /s/ Linda Sturino ————————————- Name: Linda Sturino Title: Trustee THE HELEN JOHNSON-LEIPOLD 2000 SPECIAL TRUST F/B/O BRADFORD POWERS LEIPOLD By: /s/ Linda Sturino ————————————– Name: Linda Sturino Title: Trustee GAYLORD ENTERTAINMENT COMPANY By: /s/ Carter R. Todd ————————————– Name: Carter R. Todd Title: SVP GAYLORD CREATIVE GROUP, INC. By: /s/ Carter R. Todd ————————————- Name: Carter R. Todd Title: VP CCK HOLDINGS, LLC By: /s/ Carter R. Todd ————————————- Name: Carter R. Todd Title: V.P. 15