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NAME AND TITLE: Carter R. Todd, senior vice president, general counsel and secretary AGE: 45 TAKE THIS JOB… When Todd became general counsel of Gaylord Entertainment Co. — owner of Nashville, Tenn.’s Grand Ole Opry and other entertainment and hospitality properties — he took on a job that might have caused other lawyers to start singing Johnny Paycheck’s “Take This Job and Shove It.” Todd was told to create an in-house law office from scratch while overseeing the litigation, Securities and Exchange Commission (SEC) filings and other legal business of the 6,000-employee company. In his spare time, he was expected to help sell off major chunks of the business. In 1997, then-CEO Terry London disbanded the company’s 10-lawyer legal department, outsourcing legal work to law firms. In 2001, a new management team, headed by CEO Colin Reed and chairman Mike Rose, concluded that the company needed its own counsel. Gaylord tapped Todd, then a Nashville partner of outside counsel Baker, Donelson, Bearman & Caldwell. The new leaders wanted to overhaul Gaylord’s business plan by building up its hotel and convention operations, capitalizing on the Grand Ole Opry brand, and shedding other entertainment and publishing properties. Most of Todd’s first months at Gaylord were spent reviewing the company’s assets with other senior managers, and selling off noncore businesses, he said. In June 2001, Gaylord sold its $30.8 million stake in the Opry Mills Shopping Center, resulting in a significant federal tax refund. The next month, Todd helped wrap up a $157 million deal with Sony/ATV Music Publishing to sell Gaylord’s Acuff-Rose music-publishing catalog, which includes rights to country classics by Roy Orbison, Hank Williams, the Everly Brothers and Boudleaux Bryant. In November 2001, Todd closed an $84 million sale to Warner Music Group of Gaylord’s Word Entertainment division, the home of 30 Christian musicians and songwriters, including Amy Grant, Rachael Lampa and Point Of Grace. OPRYLAND: In addition to the Grand Ole Opry — the Carnegie Hall of country music since 1925 — Gaylord Entertainment owns several Nashville-area entertainment and hospitality properties. These include the Gaylord Opryland Resort & Convention Center, Radisson Opryland Hotel, Ryman Auditorium, the General Jackson Showboat, the Springhouse Golf Club, the Wildhorse Saloon and three radio stations. The company also owns the Gaylord Palms Resort & Convention Center in Kissimmee, Fla., and plans to open a 1,500-room Gaylord Opryland Texas Resort & Convention Center outside Dallas in April 2004. Gaylord reported 2001 revenues of $325 million. COUNTRY LAWYER: Rather than hiring in-house counsel to recreate a full-service law office, Todd decided to retain outside lawyers to handle most legal matters. A veteran of three Nashville firms, Todd said he knows the local legal talent well enough to pick the right lawyers for particular assignments. The arrangement has cut Gaylord’s legal budget in half, said Todd. “Even though outside lawyers are more expensive, if you give them precise projects, supervise them and review the budget with them ahead of time, you can save money,” he said. When he’s not doing deals, Todd spends much of his time on securities matters and SEC filings, which now must be personally certified by the CEO and CFO under the Sarbanes-Oxley law. Todd backs up these certifications through his participation on the company’s disclosure committee, which also includes the CFO, the chief accountant and the head of investor relations. The committee reviews and signs off on financial statements before passing them on for formal certification. 9/11 FALLOUT: Like other owners of marquee properties, Gaylord had insurance problems after the terrorist attacks of Sept. 11, 2001. In May 2002, after insurers of the Grand Ole Opry and other Nashville properties announced that new policies would not cover terrorist acts, a lender notified the company it would consider the insurance lapse to be a default of a credit facility backed by those properties. The company believed that terrorism insurance was not required by its loan agreements, said Todd, but decided to buy additional insurance, at higher rates, to avoid potential litigation and credit headaches. Todd hopes for cheaper insurance in the future, thanks to the recent enactment of federal terrorism-insurance legislation. LITIGATION: Gaylord faces relatively little litigation, said Todd, with only one recent case deemed worthy of specific mention in the company’s SEC filings. In September 1997, the company was named in an employee class action in state court in Tennessee, alleging violations of the state’s “tip” statute, which requires businesses to pay tips to the employee who served the customer. The suit settled in December for an undisclosed amount. Todd also resolved a $1 million breach-of-contract suit by Project 8, a movie production company. The studio alleged that Gaylord failed to pay for Project 8′s work on “Twang,” a wide-screen IMAX movie about country music, featuring performances by dozens of country stars such as the Dixie Chicks, Dolly Parton, Vince Gill and Loretta Lynn. After Gaylord countered with charges of production delays and cost over-runs, the parties settled on undisclosed terms. Gaylord intends to complete the film and show it at IMAX theaters nationwide, said Todd. HOMETOWN LAWYERS: Todd relies on local legal talent in Nashville for most of Gaylord’s legal needs. Bass, Berry & Sims handles corporate securities and mergers and acquisitions. Employment counsel is Waller Lansden Dortch & Davis, and Stokes Bartholomew Evans & Petree deals with intellectual property matters. For real estate, Todd turns to the Nashville office of Baker Donelson. PRACTICING FOR THE OPRY: Todd is a congenital lawyer, the grandson of Tennessee trial judge John R. Todd, son of solo practitioner William Todd of Kingsford, Tenn., and nephew of Rucker Todd, a founder of the Midwest firm Frost Brown Todd. After a childhood in the eastern Tennessee town of Kingsford, Todd graduated in 1979 from Davidson College in North Carolina, where he was co-captain of the basketball team, and received his law degree in 1982 from Vanderbilt University School of Law. Todd enjoyed the Grand Ole Opry as a law student in Nashville, and developed professional ties to the music hall soon after signing on at Bass, Berry & Sims. He helped defend Nashville Life & Accident, then owner of the Grand Ole Opry and Opryland USA, against a hostile takeover bid by American General in 1982. Nashville Life was ultimately acquired, said Todd, but its reverse tender offer compelled American General to pay top dollar for its majority stake in the insurance firm. Todd then helped sell off Nashville Life’s noncore businesses, working on the asset-purchase agreement for the 1983 sale of the Grand Ole Opry to Gaylord Entertainment. In 1991, Todd joined Stokes & Bartholomew, becoming a partner and building up the firm’s corporate/ securities practice group. He moved to Baker Donelson in 2000 before being hired as Gaylord’s GC in July 2001. AT HOME: Carter Todd and Laurie, his wife of 18 years, are raising three children in their Nashville home: daughters Neily, 16, and Jennie, 14, and son Hudson, 12. LAST BOOK READ: “John Adams,” by David McCullough.

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