RYMAN HOSPITALITY PROPERTIES, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an…

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 26, 2021 (the "Effective Date"), Ryman Hospitality Properties, Inc.(the "Company") entered into Amendment No. 4 (the "Fourth Amendment") to theSixth Amended and Restated Credit Agreement dated as of October 31, 2019 (the"Base Credit Agreement"), among the Company, as a guarantor, its subsidiary RHPHotel Properties, LP, as borrower, certain other subsidiaries of the Companyparty thereto, as guarantors, certain subsidiaries of the Company party thereto,as pledgors, the lenders party thereto and Wells Fargo Bank, NationalAssociation, as administrative agent, as amended by Amendment No. 1 to the BaseCredit Agreement, effective as of April 23, 2020 (the "First Amendment"),Amendment No. 2 to the Base Credit Agreement, effective as of December 22, 2020(the "Second Amendment"), and Amendment No. 3 to the Base Credit Agreement,dated as of May 5, 2021 (together with the First Amendment, the Second Amendmentand the Base Credit Agreement, the "Credit Agreement").

The Fourth Amendment provides for certain amendments to the Credit Agreement,including the following:

Permits the Company to complete an acquisition during the Restricted Period (as

Permits the Company to assume certain non-recourse indebtedness during the

Modifies the requirement that all net proceeds received by the Company in

Increases the Company's ability to make certain discretionary capital

expenditures during the Restricted Period from $75,000,000 in the aggregate to

$95,000,000 in the aggregate.

No additional revolving credit advances were made at closing. Except asdescribed above, the Company is required to use any proceeds from borrowingsdrawn during the Restricted Period to fund operating expenses, debt service ofthe Company and its subsidiaries and permitted capital expenditures andinvestments.

The above summary of the Fourth Amendment does not purport to be complete and isqualified in its entirety by reference to the Fourth Amendment, which isattached as Exhibit 10.1to this Current Report on Form 8-K and incorporatedherein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN

The information set forth above in Item 1.01 of this Current Report on Form 8-Kis incorporated by reference into this Item 2.03.

On October 26, 2021, the Company announced the proposed acquisition of Block 21,a mixed-use entertainment, lodging, office and retail complex located indowntown Austin, Texas ("Block 21"). A copy of the press release is filedherewith as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains statements as to the Company's beliefsand expectations of the outcome of future events that are forward-lookingstatements as defined in the Private Securities Litigation Reform Act of 1995.You can identify these statements by the fact that they do not relate strictlyto historical or current facts. Examples of these statements include, but arenot limited to, statements regarding the pending acquisition of Block 21, andthe Company's expectations for Block 21 upon the closing of the transaction.These forward-looking statements are subject to risks and uncertainties thatcould cause actual results to differ materially from the statements made. Theseinclude the risks and uncertainties associated with the pending acquisition ofBlock 21, including, but not limited to, the occurrence of any event, change orother circumstance that could delay the closing of the Block 21 acquisition, orresult in the termination of the agreement for the Block 21 acquisition; adverseeffects on the Company's common stock because of the failure to complete theBlock 21 acquisition; and the Company's ability to borrow funds pursuant to itscredit agreement or otherwise obtain cash to fund the acquisition. Other factorsthat could cause results to differ are described in the filings made from timeto time by the Company with the U.S. Securities and Exchange Commission andinclude the risk factors and other risks and uncertainties described in theCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 2020and its Quarterly Reports on Form 10-Q and subsequent filings. Except asrequired by law, the Company does not undertake any obligation to releasepublicly any revisions to forward-looking statements made by it to reflectevents or circumstances occurring after the date hereof or the occurrence ofunanticipated events.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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RYMAN HOSPITALITY PROPERTIES, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an...