(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND \
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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The Schedule 13D filed on July 21, 2008 (the “Schedule 13D”) by TRT Holdings, Inc., a Delaware corporation (“TRT”), and Robert B. Rowling, an individual resident of the State of Texas and Chairman of the Board of TRT (“Mr. Rowling” and, together with TRT, the “Reporting Persons”), relating to the common stock, par value $0.01 per share (the “Common Shares”), of Gaylord Entertainment Company, a Delaware corporation (the “Issuer”), is hereby amended as set forth below by this Amendment No. 1 to the Schedule 13D (the “Amendment”).

Item 2.          Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a), (b), (c) and (f):

This Schedule 13D is filed by the Reporting Persons.

TRT is a corporation organized under the laws of the State of Delaware.  TRT’s principal business is serving as a holding company that invests in the equity securities of businesses in diversified industries.  Its business address is 600 East Las Colinas Blvd., Suite 1900, Irving, Texas  75039.

Mr. Rowling is an individual resident of the State of Texas and a citizen of the United States.  Mr. Rowling’s principal occupation is directing the business operations of TRT and its affiliates.  In that capacity, Mr. Rowling acts as the Chairman of the Board of TRT and a member of its Board of Directors.  Mr. Rowling’s address is 600 East Las Colinas Blvd., Suite 1900, Irving, Texas  75039.

For information required by Instruction C to Schedule 13D with respect to the executive officers and directors of TRT, other than Mr. Rowling (collectively, the “Covered Persons”), reference is made to Attachment I annexed hereto and incorporated herein by reference.

(d) and (e)

During the last five years, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.          Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated as follows:

As of the close of business on January 14, 2009, TRT has acquired 6,131,930 Common Shares on the New York Stock Exchange for an aggregate purchase price of $145,834,984.47, which includes $207,699.31 in commissions, utilizing the working capital of TRT to purchase such Common Shares.

Item 4.          Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons purchased the Common Shares in the belief that they were undervalued.  Some of the Reporting Persons have had discussions with management of the Issuer, and it is anticipated that the Reporting Persons may, from time to time, have further discussions with management and the Board of Directors of the Issuer.

On January 15, 2009, the Reporting Persons issued an open letter (the “Open Letter”) to the stockholders of the Issuer stating, among other things, that the Reporting Persons expect to nominate four individuals for election at the Issuer’s 2009 annual meeting of stockholders. Also on January 15, 2009, the Reporting Persons issued a press release containing the Open Letter (the “Press Release”).  A copy of the Open Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference, and a copy of the Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.  Also on January 15, 2009, the Reporting Persons delivered to the Issuer two other letters which i) demand inspection of the Issuer’s stockholder list pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”) (the “Demand for Stockholder List”) and ii) demand a copy of the Issuer’s questionnaire for director nominees referenced in Section 14

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of the Issuer’s Second Amended and Restated Bylaws (the “Demand for Questionnaire”).  A copy of the Demand for Stockholder List and the Demand for Questionnaire is attached hereto as Exhibits 99.3 and 99.4, respectively, and each is incorporated herein by reference.

The Reporting Persons reserve the right to pursue all alternatives available to them to maximize the value of their interests in the Issuer, which alternatives may include, but are not limited to: communicating with other stockholders, directors or the management of the Issuer regarding the Issuer, its business, its operations, its prospects, its corporate governance arrangements, alternatives to maximize value for the stockholders of the Issuer or any other matter, including, without limitation, any of the matters described hereafter in this report or specified in clauses (a)-(j) of Item 4 of the Schedule 13D form; purchasing additional Common Shares and/or other equity, debt or other securities, notes or instruments of the Issuer (collectively, the “Securities”) in the open market, in privately negotiated transactions or otherwise; selling all or a portion of the Securities now owned or hereafter acquired by the Reporting Persons; proposing an extraordinary corporate transaction (such as, without limitation, a merger, an acquisition, a disposition or spin-off of assets or divisions, joint ventures, strategic alliances, issuances of equity or debt securities, a reorganization, a recapitalization, a liquidation or any combination of the foregoing) involving the Issuer or any of its subsidiaries, which transaction may involve the Reporting Persons or third parties unrelated to the Reporting Persons; alone or in conjunction with others, seeking to acquire the Issuer or substantially all of its assets or outstanding Securities, including by merger, tender offer, exchange offer or stock or asset purchase; advocating for the elimination of, or the adoption of amendments to, the Issuer’s rights agreement; making one or more proposals for adoption by stockholders (including proposals to improve the Issuer’s corporate governance or to amend the Issuer’s organizational documents); or soliciting proxies in support of stockholder proposals to be introduced and voted on at a meeting of stockholders. The Reporting Persons may also urge other persons, including, without limitation, other stockholders of the Issuer, to take or pursue any of the foregoing actions or any combination thereof, although the Reporting Persons expressly disclaim any intention to form a “group” with any other stockholders.  If one of the Reporting Persons or its affiliates should acquire control of the Issuer, it or its affiliates may transfer all or part of its interest in the Issuer to affiliated or unaffiliated persons.

Item 5.          Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a)           At the close of business on January 14, 2009, the Reporting Persons beneficially owned 6,131,930 Common Shares, which constitute approximately 14.9% of the class outstanding.  The aggregate percentage of Common Shares reported beneficially owned by the Reporting Persons is based upon 40,906,810 Common Shares outstanding at November 1, 2008, according to the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2008.  TRT directly owns the Common Shares of Issuer.  Mr. Rowling indirectly owns such Common Shares due to his ownership of all of the shares of Class B Common Stock of TRT.

(b)           Each of the Reporting Persons, either directly or indirectly, has the power to vote or to direct the vote and to dispose or to direct the disposition of the Common Shares reported in Item 5(a).

(c)           Neither of the Reporting Persons entered into any transactions with respect to the Common Shares during the past 60 days.

For information required by Instruction C to Schedule 13D with respect to (a), (b) and (c) of this Item 5 for the Covered Persons, reference is made to Attachment I annexed hereto and incorporated herein by reference.

(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Shares.

(e)           Not applicable for any Reporting Person or Covered Person.

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and restated as follows:

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any person with respect to securities of the Issuer.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Covered Persons and between the Covered Persons and any person with respect to securities of the Issuer.

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Item 7.          Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and restated as follows:

Exhibit 99.1            Open Letter, dated January 15, 2009

Exhibit 99.2            Press Release, dated January 15, 2009

Exhibit 99.3            Demand for Stockholder List, dated January 15, 2009

Exhibit 99.4            Demand for Questionnaire, dated January 15, 2009

Exhibit 99.5            Joint Filing Agreement, dated January 15, 2009

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SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned persons, such persons certify that the information set forth in this statement is true, complete and correct.

Dated as of:  January 15, 2009

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ATTACHMENT I

All of the directors and officers of TRT Holdings, Inc. (collectively referred to in this Attachment I as the “Covered Persons”) are citizens of the United States.  The names, business address, principal occupation of the Covered Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, are set forth below.  Except for Robert B. Rowling, none of the other Covered Persons beneficially own any Common Shares of Gaylord Entertainment Company.  None of the Covered Persons have entered into any transactions with respect to the Common Shares of Gaylord Entertainment Company during the past 60 days.

DIRECTORS

EXECUTIVE OFFICERS

Exhibit 99.1

TRT Holdings, Inc.

January 15, 2009

Dear Fellow Shareholders of Gaylord Entertainment Co.:

TRT Holdings, Inc. (“TRT”) owns 6,131,930 shares, or 14.99%, of the common capital stock of Gaylord Entertainment Co. (“Gaylord”).  TRT is the largest shareholder in Gaylord.

We are a closely and privately held, diversified holding company with over $1 billion in annual revenues from operating businesses in the hospitality, energy, retail and fitness industries.  Through our ownership of Omni Hotels, we have significant experience in hotel and hospitality management and the ownership of hotel real estate.  Omni Hotels has 40 upper upscale hotels with over 14,700 hotel rooms, more than 12,000 employees and has won numerous awards for customer service.  Being a closely and privately held company, we are especially focused on managing our business to create value for shareholders.

In November 2008, we approached the senior management of Gaylord to discuss ideas on how TRT might become more involved at the Board level and assist Gaylord in creating value for its shareholders.  Given our status as the largest shareholder and our expertise in the hospitality industry, we were disappointed that Gaylord management chose to rebuff our overture and quickly issue a press release publicly dismissing our efforts rather than joining us in a genuine search for ways to maximize shareholder value. Gaylord claimed our proposals were “not in the best interests of all Gaylord shareholders.”  As a result, we feel we have no choice but to take our message directly to shareholders.

We believe that we can assist the Board and management team in their efforts to create value for all Gaylord shareholders.  TRT’s focus would be to bring: (1) a disciplined business approach, (2) accountability to shareholders, and (3) a fresh perspective based on our considerable industry experience.  We believe that Gaylord’s management and Board of Directors have failed to adequately deliver in these areas.

Based on our many years of owning and managing operating businesses, most particularly in the hospitality industry, we are convinced that Gaylord has lost its way and we therefore believe it is time for a change at the company.  For this reason, as well as to further the objectives described above, we expect to nominate four directors to stand for election at Gaylord’s upcoming annual meeting.

FAILURE TO OPERATE THE BUSINESS WITH DISCIPLINE

·                  Poor Financial Performance Relative to Peer Group.   We believe Gaylord’s financial performance is poor.  When compared against an eleven member hospitality peer group for the twelve months ended September 30, 2008, Gaylord

ranked the absolute worst in the following important performance metrics: return on assets, return on capital, and EBIT margin.   Gaylord’s EBITDA margin was second to last among the members of the group.  In addition, Gaylord’s results for the following measures fell below the peer group median: gross margin, SG&A margin and return on equity.  The peer group consists of Marriott International, Inc. (MAR), Starwood Hotels & Resorts Worldwide Inc. (HOT), Host Hotels & Resorts Inc. (HST), Wyndham Worldwide Corporation (WYN), Choice Hotels International Inc. (CHH), Strategic Hotels & Resorts, Inc. (BEE), FelCor Lodging Trust Inc. (FCH), Ashford Hospitality Trust Inc. (AHT), LaSalle Hotel Properties (LHO), Sunstone Hotel Investors Inc. (SHO), and Morgans Hotel Group Co. (MHGC).  Based on TRT’s experience in operating the privately held Omni Hotel chain, we believe there is room to significantly improve Gaylord’s operating performance.

·                  Excessive Overhead.  We believe that spending on corporate overhead at Gaylord is too high given the scope of its operations.  Gaylord has corporate overhead in excess of $50 million to operate five hotels with approximately 8,000 hotel rooms.  By comparison, Omni Hotels manages to operate 38 hotels with approximately 14,400 hotel rooms on corporate overhead of less than $26 million.  Based on our experience in the hospitality industry, we are very confident that Gaylord’s corporate overhead could be significantly reduced.

·                  Corporate Waste. While many actions of the management team appear wasteful, in our view, the poster child for Gaylord’s excess is its operation of a $15 million Gulfstream G150 private jet, which it acquired at the end of 2006.  With only three hotels located outside of its corporate headquarters in Nashville — and all close to major airports — the purchase and operation of this aircraft seems to us to be anything but “in the best interests of all Gaylord shareholders.”  Examination of the aircraft’s flight log over the past two years reveals that the plane is often used to fly back and forth to locations in Mississippi and Florida, where Gaylord’s CEO maintains a personal farm and a vacation home.  The jet has been used at least 36 times for this purpose and this represents more than 25% of the total use of the plane (see Exhibit A attached, and also note the early Friday, or even Thursday, departure times for these trips).  In addition to this frequent personal use, Gaylord is using the aircraft for what appear to be questionable purposes to places such as Alaska, South Dakota, Brazil and Talladega (on race day).  After two years of owning the aircraft, Gaylord decided last month to block public access to the flight logs.  This appears to be a decision to consciously avoid transparency in connection with the use of the plane.

·                  The Gaylord National.  There were significant cost overruns on, and we believe poor execution of, the construction and opening of the Gaylord National in Washington D.C.   Gaylord originally announced a total budget of $530 million

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for the National project; however, the final project cost was approximately $1.1 billion.  Although additional rooms were added to the hotel, the total cost per room exceeded the original budget by approximately 55%.  The original budgeted cost per room was $353,000, compared to the final cost per room of approximately $550,000.   In addition, the grossly over-budget project was still plagued with multiple problems upon opening.

·                  La Cantera.   Gaylord squandered $12 million on the aborted La Cantera transaction in San Antonio, Texas.  On November 26, 2007, Gaylord announced that it had signed a definitive agreement to buy the Westin La Cantera Resort for $252.5 million.  On January 22, 2008, Gaylord announced that it had negotiated a short extension to the closing date for the transaction in return for which Gaylord agreed to forfeit a $10 million deposit in the event the purchase contract was terminated.  On April 16, 2008, less than three months later, Gaylord announced that it had terminated the contract and lost $12 million on the transaction.  Ask yourself whether knowledgeable, disciplined buyers of commercial real estate would choose to put at risk large non-refundable deposits before there is certainty that a purchase will close.

·                  ResortQuest.  In 2003, Gaylord acquired ResortQuest International, Inc., for approximately $200 million.  Gaylord’s CEO and another Gaylord director were also former directors of ResortQuest.  We question Gaylord’s logic of acquiring a vacation home rental business and the belief that synergies could be derived from combining it with Gaylord’s hotel business.  Indeed, in what we can only describe as an admission of failure, about four years later Gaylord sold ResortQuest at a loss of approximately $55 million.  This misadventure was under the watch of the current management team and a majority of the current Board.

LACK OF ACCOUNTABILITY TO SHAREHOLDERS

·                  Hand Picked Board.  While each Board member is a respected and accomplished individual, we believe the Board has been hand picked by management and has not held management sufficiently accountable.  A majority of the Board members have a long history of interconnected relationships with each other through affiliations with other companies and Boards, specifically, First Horizon National Corp., ResortQuest International, Inc., Harrah’s Entertainment, Inc., and Promus Companies, Inc.  We question whether such a close-knit Board can effectively challenge its friends in management.

·                  Separation of Duties.  The role of the Chairman of the Board and Chief Executive Officer should be immediately separated.  We also question whether a Chairman who is CEO has the ability to challenge management decisions.

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·                  Excessive Compensation.  We believe that management compensation is excessive given the limited scope of Gaylord’s operations.  Gaylord’s CEO made total reported compensation of $3,874,886 in 2007.  The top management is compensated comparably with much larger and more complex hotel companies.

In its press release dismissing our efforts to help bring value to the company and its shareholders, Gaylord expressed concerns over potential conflicts of interest that could arise if designees of TRT assume an active role on Gaylord’s Board due to TRT’s ownership of the Omni Hotels chain.  We believe this concern to be unfounded.  We believe it is very common and very simple to put in place reasonable procedures that would address the rare instance in which a conflict of interest might arise at the Board level.  Further, aside from the undersigned, we intend to nominate director candidates who have no affiliation with Omni Hotels or TRT.

As Gaylord’s largest shareholder, our interests are fundamentally aligned with those of all shareholders.  Our motives are not conspiratorial.  We have watched from the sidelines with mounting alarm as the value of our investment in Gaylord has declined under the watch of the incumbent Board.  Unlike management, we do not draw rich salaries from Gaylord’s coffers.  Instead, like you, we only stand to benefit from our efforts if we succeed in enhancing shareholder value.

In conclusion, TRT has years of experience in owning, growing and managing operating businesses, especially in the hospitality industry.  Our focused, disciplined approach to operating in the hospitality space, coupled with our willingness to hold managers accountable to the owners of the business, has proven to be a successful formula for us and we believe it will benefit Gaylord as well.   While we remain disappointed and surprised that management and the Board refuse to accept the help of a large shareholder with significant experience in the hospitality industry, we nevertheless continue to stand firmly committed to righting the course at Gaylord.  It is our intention to nominate a slate of four highly qualified and experienced directors to serve on Gaylord’s Board in our campaign to strengthen Gaylord for the benefit of all of its shareholders.

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EXHIBIT A

Gaylord Entertainment Plane Log (Listing of Alleged Personal Flights)

12/19/2006 – 12/07/2008

Exhibit 99.2

FOR IMMEDIATE RELEASE

TRT HOLDINGS ISSUES OPEN LETTER TO GAYLORD ENTERTAINMENT SHAREHOLDERS

Expects to Nominate Four Directors at Gaylord’s Upcoming
Annual Meeting of Shareholders

IRVING, Texas – January 15, 2009 – TRT Holdings, Gaylord Entertainment Co.’s (NYSE: GET) largest shareholder, with beneficial ownership of 14.99% of outstanding common shares, today issued the following open letter to Gaylord shareholders.

Robert Rowling, Chairman of the Board of Directors of TRT Holdings, said, “We believe that we can assist the Board and management team in their efforts to create value for all Gaylord shareholders.  We approached Gaylord’s Board and management in an attempt to discuss improving the Company’s financial and operating performance and were rebuffed.  As a result, we have decided to take our message directly to Gaylord’s shareholders.  TRT seeks to bring a disciplined business approach, accountability to shareholders, and a fresh perspective based on industry experience.  We believe that Gaylord’s Board and management have failed to adequately deliver in these areas.”

The full text of TRT Holdings’ letter follows:

January 15, 2009

Dear Fellow Shareholders of Gaylord Entertainment Co.:

TRT Holdings, Inc. (“TRT”) owns 6,131,930 shares, or 14.99%, of the common capital stock of Gaylord Entertainment Co. (“Gaylord”).  TRT is the largest shareholder in Gaylord.

We are a closely and privately held, diversified holding company with over $1 billion in annual revenues from operating businesses in the hospitality, energy, retail and fitness industries.  Through our ownership of Omni Hotels, we have significant experience in hotel and hospitality management and the ownership of hotel real estate.  Omni Hotels has 40 upper upscale hotels with over 14,700 hotel rooms, more than 12,000 employees and has won numerous awards for customer service.  Being a closely and privately held company, we are especially focused on managing our business to create value for shareholders.

In November 2008, we approached the senior management of Gaylord to discuss ideas on how TRT might become more involved at the Board level and assist Gaylord in creating value for its shareholders.  Given our status as the largest shareholder and our expertise in the hospitality industry, we were disappointed that Gaylord management chose to rebuff our overture and quickly issue a press release publicly dismissing our efforts rather than joining us in a genuine search for ways to maximize shareholder value. Gaylord claimed our proposals were “not in the best interests of all Gaylord shareholders.”  As a result, we feel we have no choice but to take our message directly to shareholders.

We believe that we can assist the Board and management team in their efforts to create value for all Gaylord shareholders.  TRT’s focus would be to bring: (1) a disciplined business approach, (2)

accountability to shareholders, and (3) a fresh perspective based on our considerable industry experience.  We believe that Gaylord’s management and Board of Directors have failed to adequately deliver in these areas.

Based on our many years of owning and managing operating businesses, most particularly in the hospitality industry, we are convinced that Gaylord has lost its way and we therefore believe it is time for a change at the company.  For this reason, as well as to further the objectives described above, we expect to nominate four directors to stand for election at Gaylord’s upcoming annual meeting.

FAILURE TO OPERATE THE BUSINESS WITH DISCIPLINE

·                  Poor Financial Performance Relative to Peer Group.   We believe Gaylord’s financial performance is poor.  When compared against an eleven member hospitality peer group for the twelve months ended September 30, 2008, Gaylord ranked the absolute worst in the following important performance metrics: return on assets, return on capital, and EBIT margin.   Gaylord’s EBITDA margin was second to last among the members of the group.  In addition, Gaylord’s results for the following measures fell below the peer group median: gross margin, SG&A margin and return on equity.  The peer group consists of Marriott International, Inc. (MAR), Starwood Hotels & Resorts Worldwide Inc. (HOT), Host Hotels & Resorts Inc. (HST), Wyndham Worldwide Corporation (WYN), Choice Hotels International Inc. (CHH), Strategic Hotels & Resorts, Inc. (BEE), FelCor Lodging Trust Inc. (FCH), Ashford Hospitality Trust Inc. (AHT), LaSalle Hotel Properties (LHO), Sunstone Hotel Investors Inc. (SHO), and Morgans Hotel Group Co. (MHGC).  Based on TRT’s experience in operating the privately held Omni Hotel chain, we believe there is room to significantly improve Gaylord’s operating performance.

·                  Excessive Overhead.  We believe that spending on corporate overhead at Gaylord is too high given the scope of its operations.  Gaylord has corporate overhead in excess of $50 million to operate five hotels with approximately 8,000 hotel rooms.  By comparison, Omni Hotels manages to operate 38 hotels with approximately 14,400 hotel rooms on corporate overhead of less than $26 million.  Based on our experience in the hospitality industry, we are very confident that Gaylord’s corporate overhead could be significantly reduced.

·                  Corporate Waste. While many actions of the management team appear wasteful, in our view, the poster child for Gaylord’s excess is its operation of a $15 million Gulfstream G150 private jet, which it acquired at the end of 2006.  With only three hotels located outside of its corporate headquarters in Nashville — and all close to major airports — the purchase and operation of this aircraft seems to us to be anything but “in the best interests of all Gaylord shareholders.”  Examination of the aircraft’s flight log over the past two years reveals that the plane is often used to fly back and forth to locations in Mississippi and Florida, where Gaylord’s CEO maintains a personal farm and a vacation home.  The jet has been used at least 36 times for this purpose and this represents more than 25% of the total use of the plane (see Exhibit A attached, and also note the early Friday, or even Thursday, departure times for these trips).  In addition to this frequent personal use, Gaylord is using the aircraft for what appear to be questionable purposes to places such as Alaska, South Dakota, Brazil and Talladega (on race day).  After two years of owning the aircraft, Gaylord decided last month to block public access to the flight logs.  This appears to be a decision to consciously avoid transparency in connection with the use of the plane.

·                  The Gaylord National.  There were significant cost overruns on, and we believe poor execution of, the construction and opening of the Gaylord National in Washington D.C.   Gaylord originally announced a total budget of $530 million for the National project; however, the final project cost was approximately $1.1 billion.  Although additional rooms were added to the hotel, the total cost

2

per room exceeded the original budget by approximately 55%.  The original budgeted cost per room was $353,000, compared to the final cost per room of approximately $550,000.   In addition, the grossly over-budget project was still plagued with multiple problems upon opening.

·                  La Cantera.   Gaylord squandered $12 million on the aborted La Cantera transaction in San Antonio, Texas.  On November 26, 2007, Gaylord announced that it had signed a definitive agreement to buy the Westin La Cantera Resort for $252.5 million.  On January 22, 2008, Gaylord announced that it had negotiated a short extension to the closing date for the transaction in return for which Gaylord agreed to forfeit a $10 million deposit in the event the purchase contract was terminated.  On April 16, 2008, less than three months later, Gaylord announced that it had terminated the contract and lost $12 million on the transaction.  Ask yourself whether knowledgeable, disciplined buyers of commercial real estate would choose to put at risk large non-refundable deposits before there is certainty that a purchase will close.

·                  ResortQuest.  In 2003, Gaylord acquired ResortQuest International, Inc., for approximately $200 million.  Gaylord’s CEO and another Gaylord director were also former directors of ResortQuest.  We question Gaylord’s logic of acquiring a vacation home rental business and the belief that synergies could be derived from combining it with Gaylord’s hotel business.  Indeed, in what we can only describe as an admission of failure, about four years later Gaylord sold ResortQuest at a loss of approximately $55 million.  This misadventure was under the watch of the current management team and a majority of the current Board.

LACK OF ACCOUNTABILITY TO SHAREHOLDERS

Hand Picked Board.  While each Board member is a respected and accomplished individual, we believe the Board has been hand picked by management and has not held management sufficiently accountable.  A majority of the Board members have a long history of interconnected relationships with each other through affiliations with other companies and Boards, specifically, First Horizon National Corp., ResortQuest International, Inc., Harrah’s Entertainment, Inc., and Promus Companies, Inc.  We question whether such a close-knit Board can effectively challenge its friends in management.

·      Separation of Duties.  The role of the Chairman of the Board and Chief Executive Officer should be immediately separated.  We also question whether a Chairman who is CEO has the ability to challenge management decisions.

·      Excessive Compensation.  We believe that management compensation is excessive given the limited scope of Gaylord’s operations.  Gaylord’s CEO made total reported compensation of $3,874,886 in 2007.  The top management is compensated comparably with much larger and more complex hotel companies.

In its press release dismissing our efforts to help bring value to the company and its shareholders, Gaylord expressed concerns over potential conflicts of interest that could arise if designees of TRT assume an active role on Gaylord’s Board due to TRT’s ownership of the Omni Hotels chain.  We believe this concern to be unfounded.  We believe it is very common and very simple to put in place reasonable procedures that would address the rare instance in which a conflict of interest might arise at the Board level.  Further, aside from the undersigned, we intend to nominate director candidates who have no affiliation with Omni Hotels or TRT.

As Gaylord’s largest shareholder, our interests are fundamentally aligned with those of all shareholders.  Our motives are not conspiratorial.  We have watched from the sidelines with mounting alarm as the value of our investment in Gaylord has declined under the watch of the incumbent Board.  Unlike management, we do not draw rich salaries from Gaylord’s coffers. 

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Instead, like you, we only stand to benefit from our efforts if we succeed in enhancing shareholder value.

In conclusion, TRT has years of experience in owning, growing and managing operating businesses, especially in the hospitality industry.  Our focused, disciplined approach to operating in the hospitality space, coupled with our willingness to hold managers accountable to the owners of the business, has proven to be a successful formula for us and we believe it will benefit Gaylord as well.   While we remain disappointed and surprised that management and the Board refuse to accept the help of a large shareholder with significant experience in the hospitality industry, we nevertheless continue to stand firmly committed to righting the course at Gaylord.  It is our intention to nominate a slate of four highly qualified and experienced directors to serve on Gaylord’s Board in our campaign to strengthen Gaylord for the benefit of all of its shareholders.

Sincerely,

Robert B. Rowling

Chairman of the Board of Directors

TRT Holdings, Inc.

About TRT Holdings

TRT Holdings is a privately-owned, diversified holding company located in Irving, Texas. Assets include the luxury hotel brand, Omni Hotels, Gold’s Gym International, Tana Exploration, Waldo’s Dollar Mart in Mexico and numerous investments in public companies and various real estate ventures.

IMPORTANT INFORMATION

TRT HOLDINGS, INC. AND ROBERT B. ROWLING (THE “PARTICIPANTS”) INTEND TO FILE A DEFINITIVE PROXY STATEMENT AND OTHER SOLICITING MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) IN CONNECTION WITH THE ELECTION OF ITS DIRECTOR NOMINEES AT THE COMPANY’S 2009 ANNUAL MEETING OF STOCKHOLDERS.  STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER SOLICITING MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  THE DEFINITIVE PROXY STATEMENT AND OTHER SOLICITING MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.  IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND OTHER SOLICITING MATERIALS WITHOUT CHARGE UPON REQUEST.  REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT ITS TOLL-FREE NUMBER: (888) 750-5834.

INFORMATION RELATING TO THE PARTICIPANTS IN THIS PROXY SOLICITATION IS PROVIDED IN A SCHEDULE 13D THAT WAS FILED BY THE PARTICIPANTS WITH THE SEC ON JULY 21, 2008 WITH RESPECT TO THE COMPANY, AS AMENDED AND FILED WITH THE SEC ON JANUARY 15, 2009.  THIS INFORMATION IS AVAILABLE AT NO CHARGE AT THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

Forward-Looking Statements

Some of the statements contained in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.  Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” or other similar expressions. 

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Forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those in such statements, including, but not limited to, those risks and uncertainties set forth in Item 1A- Risk Factors of the Gaylord’s Annual Report on Form 10-K for the year ended December 31, 2008.  Additionally, while these forward-looking statements were prepared based on the best information available to TRT, they were not prepared with the benefit of access to the Gaylord’s books and records, and the accuracy and completeness of financial and other information obtained from publicly available sources and used in preparing these forward-looking statements has not been independently verified.  Accordingly, you should not unduly rely on forward-looking statements as a prediction of actual results.  TRT assumes no obligation or duty to update any forward-looking statements in this press release or any other soliciting materials.

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Contacts:

Dan Katcher / Eric Brielmann /Annabelle Rinehart

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Exhibit A

Gaylord Entertainment Plane Log (Listing of Alleged Personal Flights)

12/19/2006 – 12/07/2008