FIRST SUPPLEMENTAL INDENTURE

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EXHIBIT 4.2

FIRST SUPPLEMENTAL INDENTURE

First Supplemental Indenture (this "FIRST SUPPLEMENTAL INDENTURE"),

dated as of December 30, 2004, among the subsidiaries listed on Schedule I

attached hereto (each a "GUARANTEEING SUBSIDIARY"), all subsidiaries of Gaylord

Entertainment Company (or its permitted successor), a Delaware corporation (the

"Company"), and U.S. Bank National Association, a national banking corporation

(or its permitted successor), as trustee under the Indenture referred to below

(the "TRUSTEE").

W I T N E S S E T H

WHEREAS, the Company and the other Guarantors party thereto have

heretofore executed and delivered to the Trustee an indenture (the "INDENTURE"),

dated as of November 30, 2004 providing for the issuance of 6.75% Senior Notes

due 2014 (the "NOTES");

WHEREAS, the Indenture provides that under certain circumstances the

Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental

indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally

guarantee all of the Company's obligations under the Notes and the Indenture on

the terms and conditions set forth herein (the "NOTE GUARANTEE"); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is

authorized to execute and deliver this First Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and

valuable consideration, the receipt of which is hereby acknowledged, the

Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the

equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized Terms. Capitalized terms used herein without definition

shall have the meanings assigned to them in the Indenture.

2. Agreement to Guarantee.

(a) The Guaranteeing Subsidiary, along with all other Guarantors, jointly

and severally, and fully and unconditionally, guarantees to each Holder of a

Note authenticated and delivered by the Trustee and to the Trustee and its

successors and assigns, irrespective of the validity and enforceability of the

Indenture, the Notes or the obligations of the Company hereunder or thereunder,

that:

(i) the principal of, premium, if any, and interest and Liquidated

Damages, if any, on the Notes will be promptly paid in full when due, whether at

maturity, by acceleration, redemption or otherwise, and interest on the overdue

principal of, premium, if any, and interest and Liquidated Damages, if any, on

the Notes, if lawful (subject in all cases to any applicable grace period

provided herein), and all other obligations of the Company to the Holders or the

Trustee hereunder or thereunder will be promptly paid in full or performed, all

in accordance with the terms hereof and thereof; and the principal of, premium,

if any, and interest

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and Liquidated Damages, if any, on the Notes will be promptly paid in full when

due, whether at maturity, by acceleration, redemption or otherwise, and interest

on the overdue principal of, premium, if any, and interest and Liquidated

Damages, if any, on the Notes, if lawful (subject in all cases to any applicable

grace period provided herein).

(ii) in case of any extension of time of payment or renewal of any

Notes or any of such other obligations, the same will be promptly paid in full

when due or performed in accordance with the terms of the extension or renewal,

whether at stated maturity, by acceleration or otherwise. Failing payment when

due of any amount so guaranteed or any performance so guaranteed for whatever

reason, the Guarantors shall be jointly and severally obligated to pay the same

immediately. The Guaranteeing Subsidiary agrees that this is a guarantee of

payment and not a guarantee of collection.

(b) The Guaranteeing Subsidiary hereby agrees that, to the maximum extent

permitted under applicable law, its obligations hereunder shall be

unconditional, irrespective of the validity, regularity or enforceability of the

Notes or the Indenture, the absence of any action to enforce the same, any

waiver or consent by any Holder of the Notes with respect to any provisions

hereof or thereof, the recovery of any judgment against the Company, any action

to enforce the same or any other circumstance that might otherwise constitute a

legal or equitable discharge or defense of a Guarantor.

(c) The Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture,

hereby waives diligence, presentment, demand of payment, filing of claims with a

court in the event of insolvency or bankruptcy of the Company, any right to

require a proceeding first against the Company, protest, notice and all demands

whatsoever and covenants that this Note Guarantee shall not be discharged except

by complete performance of the obligations contained in the Notes and the

Indenture.

(d) The Guaranteeing Subsidiary agrees that if any Holder or the Trustee is

required by any court or otherwise to return to the Company, the Guarantors, or

any custodian, trustee, liquidator or other similar official acting in relation

to any of the Company or the Guarantors, any amount paid by any of them to the

Trustee or such Holder, this Note Guarantee, to the extent theretofore

discharged, shall be reinstated in full force and effect.

(e) The Guaranteeing Subsidiary agrees that the Guaranteeing Subsidiary

shall not be entitled to any right of subrogation in relation to the Holders in

respect of any obligations guaranteed hereby until payment in full of all

obligations guaranteed hereby.

(f) The Guaranteeing Subsidiary agrees that, as between the Guarantors, on

the one hand, and the Holders and the Trustee, on the other hand, (x) the

maturity of the obligations guaranteed hereby may be accelerated as provided in

Article Six of the Indenture for the purposes of this Note Guarantee,

notwithstanding any stay, injunction or other prohibition preventing such

acceleration in respect of the obligations guaranteed hereby, and (y) in the

event of any declaration of acceleration of such obligations as provided in

Article Six of the Indenture, such obligations (whether or not due and payable)

shall forthwith become due and payable by the Guarantors for the purpose of this

Note Guarantee.

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