EXHIBIT 4.1 NON-NEGOTIABLE PROMISSORY NOTE$5,000,000.00 Nashville, Tennessee February 22, 2005 FOR VALUE RECEIVED, the undersigned, GAYLORD ENTERTAINMENT COMPANY, aDelaware corporation (“Maker”), promises to pay to the NASHVILLE HOCKEY CLUBLIMITED PARTNERSHIP, a Wisconsin limited partnership (“Payee”), at the office ofPayee at 501 Broadway, Nashville, Tennessee 37203-3932 or at such other place asPayee may designate to Maker in writing from time to time, the principal sum ofFIVE MILLION AND NO/100THS DOLLARS ($5,000,000), together with interest on theoutstanding principal balance hereof accruing beginning on the Commencement Date(as hereinafter defined) at a fixed rate equal to six percent (6.0%) per annum;provided that in no event shall the interest payable in respect of theindebtedness evidenced hereby exceed the maximum rate of interest from time totime allowed to be charged by applicable law. Principal hereof shall be due and payable in equal, annual installmentsof $1,000,000 each, plus accrued interest, in arrears, with the firstinstallment of principal and interest being payable on the first day of thetwelfth (12th) month following the Commencement Date, and subsequentinstallments being payable on the first (1st) day of each succeeding twelfth(12th) month thereafter until the principal balance hereof is repaid in full. Asused herein, “Commencement Date” shall mean the date that the National HockeyLeague (“NHL”) franchise team owned by Payee and known as the NashvillePredators (the “Nashville Predators”) plays its first NHL regular season game(or post-season game, in the event of a shortened season, as determined by theNHL) after the date hereof at the Gaylord Entertainment Center located inNashville, Tennessee (the “Arena”). Notwithstanding the foregoing, this Note automatically shall be deemedforgiven, satisfied in full, and null and void in the event the NashvillePredators, at any time prior to the expiration of the sixtieth (60th) monthfollowing the Commencement Date, cease to be a National Hockey League franchiseteam playing its home games in the Arena, with such forgiveness to be effectiveas of the date the Nashville Predators cease playing its home games in the Arenaand to be specifically limited to the then current outstanding principal balancehereof (but specifically excluding any past due principal payments, as well asany past due interest on such principal, which have not been timely paid byMaker), plus any accrued but unpaid interest, which is due on such forgivenprincipal amount. For purposes of clarity, in the event of the forgiveness ofthis Note pursuant to this paragraph, the Payee would be entitled to collect anypast due principal payments, plus the interest accrued thereon, notwithstandingthe forgiveness of the Note with respect to any future principal and interestpayments hereunder. The indebtedness evidenced hereby may be prepaid in whole or in part,at any time and from time to time, without premium or penalty. Any partialpayments shall be applied to principal payments in the order of their maturity. Page 1 of 3 Time is of the essence with respect to this Note. It is herebyexpressly agreed that in the event that any payment of principal or interest isnot made within five (5) business days of Maker’s receipt of written notice fromPayee that such payment has not been made, then the entire outstanding principalbalance of the indebtedness evidenced hereby, together with all unpaid interestaccrued thereon, shall, at the option of Payee, without notice, become due andpayable, and such entire outstanding principal balance shall begin to bearinterest at a rate equal to the lesser of (i) 10% or (ii) the maximum amountpermitted by applicable law. This Note is executed and delivered pursuant to, and is subject to theprovisions of, that certain Confidential Settlement Agreement and Full andComplete Release dated December 30, 2004, by and between Maker and Payee (the”Settlement Agreement”). Any notices given hereunder shall be made according tothe notice provisions set forth in the Settlement Agreement. If this Note is placed in the hands of an attorney forcollection or for enforcement, or if Payee incurs any costs incident to thecollection of the indebtedness evidenced hereby, Maker and any endorsers hereofagree to pay to Payee an amount equal to all such costs, including, withoutlimitation, all reasonable attorney’s fees and all court costs. Presentment for payment, demand, protest and notice of demand, protestand nonpayment are hereby waived by Maker and all other parties hereto. Nofailure to accelerate the indebtedness evidenced hereby by reason of defaulthereunder, acceptance of a past-due installment or other indulgences grantedfrom time to time, shall be construed as a novation of this Note or as a waiverof such right of acceleration or of the right of Payee thereafter to insist uponstrict compliance with the terms of this Note or to prevent the exercise of suchright of acceleration or any other right granted hereunder or by applicablelaws. No extension of the time for payment of the indebtedness evidenced herebyor any installment due hereunder, made by agreement with any person now orhereafter liable for payment of the indebtedness evidenced hereby, shall operateto release, discharge, modify, change or affect the original liability of Makerhereunder or that of any other person now or hereafter liable for payment of theindebtedness evidenced hereby, either in whole or in part, unless Payee agreesotherwise in writing. This Note may not be changed orally, but only by anagreement in writing signed by the party against whom enforcement of any waiver,change, modification or discharge is sought. This Note has been negotiated, executed and delivered in the State ofTennessee, and is intended as a contract under and shall be construed andenforceable in accordance with the laws of said state. This Note is non-negotiable, but it may be assigned as collateralsecurity for the obligations of the Payee. Page 2 of 3 IN WITNESS WHEREOF, the undersigned Maker has caused this Note to beexecuted by its duly authorized officer as of the date first above written. MAKER: GAYLORD ENTERTAINMENT COMPANY By: /s/ Carter R. Todd ——————————— Title: Senior Vice President ——————————— Page 3 of 3