Contract

EXHIBIT 10.2 PURCHASE AGREEMENT This PURCHASE AGREEMENT (the “Agreement”) is entered into on this 22ndday of January, 2005, by and between the NASHVILLE HOCKEY CLUB LIMITEDPARTNERSHIP, a Wisconsin limited partnership (the “Partnership”), and CCKHOLDINGS, LLC, a Delaware limited liability company formerly known as CCK, Inc.(“CCK”). GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation and ultimatecorporate parent of CCK (“Gaylord”), has also executed this document to signifyits knowledge of, and consent to, the transactions contemplated herein. RECITALS: WHEREAS, CCK is a Limited Partner in the Partnership; WHEREAS, pursuant to the terms of Section 11.05 of that certainAgreement of Limited Partnership of Nashville Hockey Club Limited Partnership,dated as of June 25, 1997 (the “Limited Partnership Agreement”), CCK has beengranted the option (the “Put Option”) to sell all its Partnership Interests inthe Partnership to the Partnership at a predetermined price; WHEREAS, the Partnership desires to acquire from CCK and CCK desires toconvey to the Partnership, all of its Partnership Interests in the Partnershipin exchange for the consideration recited in the attached ConfidentialSettlement Agreement and Full and Complete Release, effective as of December 30,2004, by and among Gaylord, CCK, and the Partnership (the “SettlementAgreement”); and WHEREAS, the terms of the Settlement Agreement contemplate and requirethe transactions detailed in this Agreement. NOW, THEREFORE, in consideration of the mutual representations,warranties, covenants and promises contained herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereto agree as follows: ARTICLE 1. PURCHASE OF PARTNERSHIP INTERESTS 1.1. PURCHASE OF PARTNERSHIP INTERESTS. Upon the terms and subject tothe conditions of this Agreement and in accordance with the terms of theSettlement Agreement, the Partnership hereby agrees to acquire and to redeem infull from CCK all of CCK’s Partnership Interests in the Partnership (199Partnership Interests); and CCK agrees to assign, sell, transfer, convey, anddeliver unto the Partnership all of its Partnership Interests in thePartnership, which, upon delivery, shall be redeemed in full and terminated. 1.2. CONSIDERATION. In consideration for the assignment, sale,transfer, conveyance and delivery of 199 Partnership Interests in thePartnership by CCK, which collectively constitutes CCK’s entire interest in thePartnership, as well as CCK’s fulfillment of its other 1obligations under the Settlement Agreement, the Partnership hereby agrees toenter into the Settlement Agreement and to consummate the transactionscontemplated therein at Closing, as defined in the Settlement Agreement(collectively, the “Consideration”). 1.3. CLOSING. The closing for the acquisition of the PartnershipInterests to be transferred hereunder (the “Closing”) shall take placesimultaneously with the execution of this Agreement. 1.4. CROSS-RECEIPT. (a) By execution and delivery of this Agreement, CCK herebyacknowledges the receipt of the full Consideration. (b) By execution and delivery of this Agreement, the Partnershiphereby acknowledges the acquisition, redemption, and termination of all of thePartnership Interests from CCK. ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to, and covenants with, CCK: 2.1. PARTNERSHIP STATUS. The Partnership warrants and represents to CCKthat it is a duly organized and validly existing Wisconsin limited partnership. 2.2. AUTHORITY. The Partnership warrants and represents to CCK that ithas full right and authority to execute and deliver this Agreement and allrelated documents and instruments, to perform its obligations hereunder, and toconsummate the transactions contemplated hereby. This Agreement has been dulyand validly executed and delivered by the Partnership and constitutes, or whenexecuted will constitute, the valid and binding obligation of the Partnership,enforceable against the Partnership in accordance with its terms. ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF CCK CCK represents and warrants to, and covenants with, the Partnership: 3.1. STATUS. CCK warrants and represents to the Partnership that it isa duly organized and validly existing Delaware limited liability company, whichwas formerly CCK, Inc., a Texas corporation, prior to its conversion to CCKHoldings, LLC. 3.2. OWNERSHIP. CCK warrants and represents to the Partnership that itholds full right, title and interest in the Partnership Interests in thePartnership to be transferred hereunder free and clear of any and all liens oradverse claims of any third party and that the 199 Partnership Interests to beconveyed hereunder constitute all of CCK’s Partnership Interests in thePartnership and further constitute CCK’s entire interest in the Partnership. 2 3.3. AUTHORITY. CCK warrants and represents to the Partnership that ithas full right and authority to execute and deliver this Agreement and allrelated documents and instruments to perform its obligations hereunder and toconsummate the transactions contemplated hereby. This Agreement has been dulyand validly executed and delivered by CCK and constitutes, or when executed willconstitute, the valid and binding obligation of CCK enforceable against CCK inaccordance with its terms. ARTICLE 4. MISCELLANEOUS 4.1. CAPITALIZED TERMS. Any and all capitalized terms used in thisAgreement, which are not otherwise defined in this Agreement, shall have themeaning ascribed to such terms in the Limited Partnership Agreement. 4.2. SEVERABILITY. Each provision of this Agreement is intended to beseverable. If any term or provision hereof is illegal or invalid for any reasonwhatsoever, such illegality or invalidity shall not affect the legality orvalidity of the remainder of this Agreement. 4.3. SURVIVAL. All of the agreements, terms, representations,warranties, and other provisions of this Agreement shall survive and remain ineffect after the effective date of this Agreement. 4.4. EXECUTION OF DOCUMENTS. Each party agrees to execute all documentsnecessary to carry out the purpose of this Agreement and to cooperate with eachother for the expeditious filing of any and all documents and the fulfillment ofthe terms of this Agreement. 4.5. SUCCESSORS AND ASSIGNS. The respective rights and obligations ofthe parties under this Agreement shall not be assignable by any party withoutthe prior written consent of the other party. 4.6. CONTROLLING LAW. This Agreement shall be construed and enforced inaccordance with the laws of the State of Tennessee. 4.7. COUNTERPART EXECUTION. This Agreement may be executed in multiplecounterparts each of which may be deemed an original and shall become bindingwhen the separate counterparts have been exchanged among the parties. 4.8. HEADINGS. Section and other headings contained in this Agreementare for reference purposes only and are not intended to describe, interpret,define, or limit the scope, extent, or intent of this Agreement or any provisionhereof. 4.9. NOTICES. Any notice, payment, demand, or communication required orpermitted to be given by any provision of this Agreement shall be in writing andshall be delivered personally to the party or an officer of the party to whomthe same is directed, or sent by registered or certified mail, addressed to theperson to whom directed at the following address, or to such other address assuch party may from time to time specify by notice to the parties: 3 If to the Partnership: Nashville Hockey Club Limited Partnership 501 Broadway Nashville, Tennessee 37203 Attention: Edward F. Lang If to CCK Holdings, LLC: CCK Holdings, LLC c/o Gaylord Entertainment Company One Gaylord Drive Nashville, Tennessee 37214 Attention: Carter R. Todd, Esq. Any such notice shall be deemed to be delivered, given, and receivedfor all purposes as of the date so delivered, if delivered personally or if sentby registered or certified mail, postage and charges prepaid, as of the date onwhich the same was deposited in a regularly maintained receptacle for thedeposit of the United States mail. 4.10. AMENDMENTS. Any amendment to this Agreement shall be in writingand executed by each party hereto. IN WITNESS WHEREOF, the parties hereto have approved and executed thisPurchase Agreement as of the date first set out above. NASHVILLE HOCKEY CLUB LIMITED PARTNERSHIP BY: NASHVILLE PREDATORS, LLC By: /s/ Edward F. Lang ——————————— Name: Edward F. Lang Title: Chief Financial Officer CCK HOLDINGS, LLC By: /s/ Carter R. Todd ——————————— Name: Carter R. Todd Title: Secretary 4 The undersigned, GAYLORD ENTERTAINMENT COMPANY, hereby executes thisPurchase Agreement, as the ultimate corporate parent to CCK and as a party tothe Settlement Agreement, in order to signify its knowledge of and consent tothe consummation of the transactions contemplated herein. GAYLORD ENTERTAINMENT COMPANY By: /s/ Carter R. Todd ——————————— Name: Carter R. Todd Title: Secretary 5