1040829--3/15/2006--GAYLORD_ENTERTAINMENT_CO

related topics

{cost, contract, operation}

{debt, indebtedness, cash}

{investment, property, distribution}

{provision, law, control}

{loan, real, estate}

{cost, regulation, environmental}

{stock, price, operating}

{operation, natural, condition}

{financial, litigation, operation}

{acquisition, growth, future}

{personnel, key, retain}

Our hotel and convention business and our vacation rental and property management business are subject to significant market risks. Our efforts to integrate and improve the ResortQuest business involve substantial risks. Unanticipated costs of hotels we open in new markets, including our Gaylord National hotel project, may reduce our operating income. Our hotel development, including our Gaylord National hotel project, is subject to timing, budgeting and other risks. Our plans to develop the Gaylord National hotel project are subject to numerous risks. There are significant risks associated with our planned construction projects, which could adversely affect our financial condition, results of operations or cash flows from these planned projects. Our real estate investments are subject to numerous risks. Our hotel and vacation rental properties are concentrated geographically and our revenues and operating income could be reduced by adverse conditions specific to our property locations. Hospitality companies have been the target of class actions and other lawsuits alleging violations of federal and state law. Our properties are subject to environmental regulations that could impose significant financial liability on us. Any failure to attract, retain and integrate senior and managerial level executives could negatively impact our operations and development of our properties. We have certain minority equity interests over which we have no significant control, to or for which we may owe significant obligations and for which there is no market, and these investments may not be profitable. We are subject to risks relating to acts of God, terrorist activity and war. The hospitality industry and the vacation and property management industry are heavily regulated, including with respect to food and beverage sales, real estate brokerage licensing, employee relations and construction concerns, and compliance with these regulations could increase our costs and reduce our revenues and profits. If vacation rental property owners do not renew a significant number of property management contracts, revenues and operating income from our ResortQuest vacation rental business would be reduced. Our substantial debt could reduce our cash flow and limit our business activities. The agreements governing our debt, including our 8% senior notes, our 6.75% senior notes and our $600 million credit facility, contain various covenants that limit our discretion in the operation of our business and could lead to acceleration of debt. Fluctuations in our operating results and other factors may result in decreases in our stock price. To service our debt and pay other obligations, we will require a significant amount of cash, which may not be available to us. Our certificate of incorporation and bylaws and Delaware law could make it difficult for a third party to acquire our company. Our issuance of preferred stock could adversely affect holders of our common stock and discourage a takeover.

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1040829--3/15/2006--GAYLORD_ENTERTAINMENT_CO_/DE