<PAGE>

                                                                   Exhibit 10.17

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                                      PUBLISHED CUSIP NUMBER:___________________

                                CREDIT AGREEMENT

                            Dated as of March 9, 2005

                                      among

                         GAYLORD ENTERTAINMENT COMPANY,
                                as the Borrower,

                        The Subsidiaries of the Borrower
                         from time to time party hereto,
                                 as Guarantors,

                             BANK OF AMERICA, N.A.,
                     as Administrative Agent and L/C Issuer,

                         BANC OF AMERICA SECURITIES LLC,
                 as Joint Lead Arranger and Joint Book Manager,

                         DEUTSCHE BANK SECURITIES, INC.,
                 as Joint Lead Arranger and Joint Book Manager,

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              as Syndication Agent

                                       and
                         The Other Lenders Party Hereto

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                       Page
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<S>                                                                                                           <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.................................................................    1
               1.01          Defined Terms.................................................................    1
               1.02          Other Interpretive Provisions.................................................   25
               1.03          Accounting Terms..............................................................   26
               1.04          Rounding......................................................................   27
               1.05          Times of Day..................................................................   27
               1.06          Letter of Credit Amounts......................................................   27
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS...........................................................   27
               2.01          Revolving Loans and the Term Loan.............................................   27
               2.02          Borrowings, Conversions and Continuations of Committed Loans..................   28
               2.03          Letters of Credit.............................................................   29
               2.04          Intentionally Omitted.........................................................   35
               2.05          Prepayments...................................................................   35
               2.06          Termination, Reduction or Increase of Commitments.............................   37
               2.07          Repayment of Loans............................................................   39
               2.08          Interest......................................................................   39
               2.09          Fees..........................................................................   40
               2.10          Computation of Interest and Fees..............................................   40
               2.11          Evidence of Debt..............................................................   40
               2.12          Payments Generally; Administrative Agent's Clawback...........................   41
               2.13          Sharing of Payments by Lenders................................................   42
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY.........................................................   43
               3.01          Taxes.........................................................................   43
               3.02          Illegality....................................................................   44
               3.03          Inability to Determine Rates..................................................   44
               3.04          Increased Costs...............................................................   45
               3.05          Compensation for Losses.......................................................   46
               3.06          Mitigation Obligations; Replacement of Lenders................................   46
               3.07          Survival......................................................................   47
ARTICLE IV GUARANTY........................................................................................   47
               4.01          The Guaranty..................................................................   47
               4.02          Obligations Unconditional.....................................................   47
               4.03          Reinstatement.................................................................   48
               4.04          Certain Additional Waivers....................................................   48
               4.05          Remedies......................................................................   48
               4.06          Rights of Contribution........................................................   49
               4.07          Guarantee of Payment; Continuing Guarantee....................................   49
ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS........................................................   49
               5.01          Conditions of Closing Date and Initial Credit Extension.......................   49
               5.02          Conditions to all Credit Extensions...........................................   53
ARTICLE VI REPRESENTATIONS AND WARRANTIES..................................................................   54
               6.01          Existence, Qualification and Power; Compliance with Laws......................   54
               6.02          Authorization; No Contravention...............................................   54
               6.03          Governmental Authorization; Other Consents....................................   54
               6.04          Binding Effect................................................................   55
               6.05          Financial Statements; No Material Adverse Effect..............................   55
               6.06          Litigation....................................................................   55
               6.07          No Default....................................................................   56
               6.08          Ownership of Property; Liens..................................................   56
               6.09          Environmental Compliance......................................................   56
               6.10          Insurance.....................................................................   57
</TABLE>

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<TABLE>
<S>                                                                                                           <C>
               6.11          Taxes.........................................................................   57
               6.12          ERISA Compliance..............................................................   57
               6.13          Capital Structure/Subsidiaries................................................   57
               6.14          Margin Regulations; Investment Company Act; Public Utility Holding Company Act   58
               6.15          Disclosure....................................................................   58
               6.16          Compliance with Laws..........................................................   58
               6.17          Intellectual Property.........................................................   58
               6.18          Solvency......................................................................   59
               6.19          Investments...................................................................   59
               6.20          Business Locations............................................................   59
               6.21          Brokers' Fees.................................................................   59
               6.22          Labor Matters.................................................................   59
               6.23          Representations and Warranties from Other Loan Documents......................   59
               6.24          Collateral Documents..........................................................   59
               6.25          Borrowing Base Properties; Leases and Ground Leases...........................   60
               6.26          Nature of Business............................................................   60
               6.27          SAILS Forward Exchange Contracts..............................................   60
ARTICLE VII AFFIRMATIVE COVENANTS..........................................................................   60
               7.01          Financial Statements..........................................................   60
               7.02          Certificates; Other Information...............................................   61
               7.03          Notices and Information.......................................................   63
               7.04          Intentionally Omitted.........................................................   64
               7.05          Preservation of Existence, Etc................................................   64
               7.06          Maintenance of Properties.....................................................   64
               7.07          Maintenance of Insurance; Condemnation and Casualty...........................   64
               7.08          Compliance with Laws and Material Contractual Obligations.....................   70
               7.09          Books and Records.............................................................   70
               7.10          Inspection Rights.............................................................   70
               7.11          Use of Proceeds...............................................................   71
               7.12          Additional/Update Appraisals..................................................   71
               7.13          Removal of Borrowing Base Properties..........................................   71
               7.14          Pledged Assets................................................................   71
               7.15          Ground Leases.................................................................   72
ARTICLE VIII NEGATIVE COVENANTS............................................................................   74
               8.01          Liens.........................................................................   74
               8.02          Investments...................................................................   75
               8.03          Indebtedness..................................................................   76
               8.04          Fundamental Changes...........................................................   77
               8.05          Dispositions..................................................................   77
               8.06          Restricted Payments...........................................................   78
               8.07          Change in Nature of Business..................................................   78
               8.08          Transactions with Affiliates and Insiders.....................................   78
               8.09          Burdensome Agreements.........................................................   79
               8.10          Use of Proceeds...............................................................   79
               8.11          Financial Covenants...........................................................   79
               8.12          SAILS Forward Exchange Contracts..............................................   80
               8.13          Prepayment of Other Indebtedness, Etc.........................................   80
               8.14          Organization Documents; Fiscal Year...........................................   80
               8.15          Ownership of Subsidiaries.....................................................   80
               8.16          Sale Leasebacks...............................................................   80
               8.17          Leases........................................................................   81
               8.18          Foreign Subsidiaries..........................................................   81
               8.19          Borrowing Base Property Matters...............................................   81
               8.20          Prohibitions on Debt and Equity Issuances and Other Matters Related to Gaylord
                             National......................................................................   81
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES..................................................................   82
               9.01          Events of Default.............................................................   82
</TABLE>

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<TABLE>
<S>                                                                                                           <C>
               9.02          Remedies Upon Event of Default................................................   84
               9.03          Application of Funds..........................................................   84
ARTICLE X ADMINISTRATIVE AGENT.............................................................................   85
               10.01                        Appointment and Authority......................................   85
               10.02                        Rights as a Lender.............................................   85
               10.03                        Exculpatory Provisions.........................................   85
               10.04                        Reliance by Administrative Agent...............................   86
               10.05                        Delegation of Duties...........................................   86
               10.06                        Resignation of Administrative Agent............................   86
               10.07                        Non-Reliance on Administrative Agent and Other Lenders.........   87
               10.08                        No Other Duties, Etc...........................................   87
               10.09                        Administrative Agent May File Proofs of Claim..................   88
               10.10                        Collateral and Guaranty Matters................................   88
ARTICLE XI MISCELLANEOUS...................................................................................   89
               11.01                        Amendments, Etc................................................   89
               11.02                        Notices. Effectiveness of Electronic Communications............   90
               11.03                        No Waiver; Cumulative Remedies.................................   91
               11.04                        Expenses; Indemnity; Damage Waiver.............................   92
               11.05                        Payments Set Aside.............................................   93
               11.06                        Successors and Assigns.........................................   93
               11.07                        Treatment of Certain Information; Confidentiality..............   95
               11.08                        Set-off........................................................   96
               11.09                        Interest Rate Limitation.......................................   96
               11.10                        Counterparts; Integration; Effectiveness.......................   97
               11.11                        Survival of Representations and Warranties.....................   97
               11.12                        Severability...................................................   97
               11.13                        Replacement of Lenders.........................................   97
               11.14                        Governing Law; Jurisdiction; Etc...............................   98
               11.15                        Waiver of Jury Trial...........................................   98
               11.16                        USA PATRIOT Act Notice.........................................   99
               11.17                        Entire Agreement...............................................   99
               11.19                        Subordination of Intercompany Debt.............................   99
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SCHEDULES
<S>       <C>
1.01(a)   Guarantors
1.01(b)   Borrowing Base Properties
1.01(c)   Existing Letters of Credit
1.01(d)   Designated Outparcels
2.01      Commitments and Applicable Percentages
6.03      Required Consents, Authorizations, Notices and Filings
6.05      Supplement to Interim Financial Statements
6.06      Litigation
6.09      Environmental Matters
6.10      Insurance
6.12      Unfunded Pension Liabilities
6.13(a)   Corporate Structure
6.13(b)   Subsidiaries; Capital Stock of Borrower
6.13(c)   Equity Investments
6.17      Intellectual Property Matters
6.20(a)   Real Properties
6.20(b)   Collateral Locations
6.20(c)   Chief Executive Office, Jurisdiction of Incorporation, Principal Place of Business
6.22      Multiemployer Plans/Collective Bargaining Agreements
8.01      Existing Liens
8.02      Existing Investments
8.03      Existing Indebtedness
11.02     Administrative Agent's Office, Certain Addresses for Notices
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS
<S>         <C>
A           Form of Committed Loan Notice
B           Form of Security Agreement
C           Form of Pledge Agreement
D-1         Form of Revolving Note
D-2         Form of Term Note
E           Form of Compliance Certificate
F           Form of Joinder Agreement
G           Form of Assignment and Assumption
</TABLE>

<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT (as amended, modified, restated or supplemented from
time to time, the "Agreement") is entered into as of March 9, 2005 by and among
GAYLORD ENTERTAINMENT COMPANY, a Delaware corporation (together with any
permitted successors and assigns, the "Borrower"), the Guarantors (as defined
herein), the Lenders (as defined herein), BANK OF AMERICA, N.A., as
Administrative Agent and L/C Issuer (each, as defined herein), BANC OF AMERICA
SECURITIES LLC, as Joint Lead Arranger and Joint Book Manager (each, as defined
herein), DEUTSCHE BANK SECURITIES, INC., as Joint Lead Arranger and Joint Book
Manager and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agent (as
defined herein).

      The Borrower has requested that the Lenders provide credit facilities in
an initial aggregate available amount of $600,000,000 (the "Credit Facilities ")
for the purposes hereinafter set forth, and the Lenders are willing to do so on
the terms and conditions set forth herein.

      In consideration of the mutual covenants and agreements herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto covenant and agree as follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01 DEFINED TERMS.

      As used in this Agreement, the following terms shall have the meanings set
forth below:

      "Acquisition", by any Person, means the acquisition by such Person, in a
single transaction or in a series of related transactions, of all of the Capital
Stock or all or substantially all of the Property (or an entire business unit or
product line) of another Person, whether or not involving a merger or
consolidation with such other Person and whether for cash, property, services,
assumption of Indebtedness, securities or otherwise.

      "Adjusted Consolidated EBITDA" means, for any period, (a) Consolidated
EBITDA for such period, minus (b) the FF&E/Capex Reserve.

      "Adjusted NOI" means, for any period, (a) the NOI for such period, minus
(b) the FF&E/Capex Reserve with respect to all Borrowing Base Properties held as
of the end of such period.

      "Administrative Agent" means Bank of America, in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 11.02, or such other
address or account as the Administrative Agent may from time to time notify the
Borrower and the Lenders.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

      "Agent Lenders" means a collective reference to each Lender hereunder that
also holds the title of Administrative Agent, Syndication Agent or Documentation
Agent hereunder (whether such agency is held solely or jointly with another
Person).

<PAGE>

      "Aggregate Revolving Commitments" means the Revolving Commitments of all
the Lenders, as adjusted from time to time in accordance with the terms hereof.
The initial amount of the Aggregate Revolving Commitments in effect on the
Closing Date is THREE HUNDRED MILLION DOLLARS ($300,000,000.00).

      "Aggregate TL Borrowings" means, as of any date of determination, the
aggregate amount of Term Loan Borrowings that have occurred under this Agreement
on or prior to such date (regardless of whether the amounts of such Borrowings
may have been previously repaid).

      "Aggregate TL Commitments" means, as of any date of determination, the
Term Loan Commitments of all of the Lenders, after reductions for Term Loan
Borrowings made on or prior to such date and as otherwise adjusted from time to
time in accordance with the terms hereof. The initial amount of the Aggregate TL
Commitments in effect on the Closing Date (prior to any Borrowings of Term Loans
hereunder) is THREE HUNDRED MILLION DOLLARS ($300,000,000.00).

      "Aggregate TL Principal Payments" means, as of any date of determination,
the aggregate amount of principal payments (whether mandatory or voluntary) made
by the Borrower on or prior to such date with respect to the Term Loans.

      "Agreement" has the meaning assigned to such term in the heading hereof.

      "Applicable Percentage" means as to each Lender (a) with respect to such
Lender's Revolving Commitment at any time, the percentage (carried out to the
ninth decimal place) of the Aggregate Revolving Commitments represented by such
Lender's Revolving Commitment at such time; provided that if the commitment of
each Lender to make Revolving Loans and the obligation of the L/C Issuer to make
L/C Credit Extensions have been terminated pursuant to Section 9.02 or if the
Revolving Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments, (b) with
respect to such Lender's Term Loan Commitment at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate TL Commitments
represented by such Lender's Term Loan Commitment at such time and (c) with
respect to such Lender's outstanding Term Loans at any time, the percentage
(carried out to the ninth decimal place), of the Total Term Loan Outstandings
represented by Term Loans held by such Lender at such time. The initial
Applicable Percentage of each Lender is set forth opposite the name of such
Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable.

      "Applicable Margin" means, for the purposes of calculating (a) the Letter
of Credit Fees for the purposes of Section 2.03(i), 2.00% per annum, (b) the
interest rate applicable to Eurodollar Rate Loans for the purposes of Section
2.08(a), 2.00% per annum and (c) the interest rate applicable to Base Rate Loans
for the purposes of Section 2.08(a), 1.00% per annum; provided, however, that
the per annum percentages set forth in clauses (a) through (c) shall be subject
to the following adjustments (if applicable): (i) for the calendar quarter
following any calendar quarter for which the Consolidated Leverage Ratio
exceeded 6.00x, the per annum percentages set forth in clauses (a) through (c)
above shall be increased by 0.25% per annum; (ii) for each calendar quarter
during which the Leverage Ratio Election is in effect (and necessary to cause
the Borrower to be in compliance with the covenant set forth in Section
8.11(a)), the per annum percentages set forth in clauses (a) through (c) above
shall be increased by 0.50% per annum; and (iii) for each calendar quarter
following any calendar quarter for which the Consolidated Leverage Ratio was
less than 5.00x and to the extent that Substantial Completion of Gaylord
National has occurred (as reasonably determined by the Agent based on the
information provided it by the Borrower) prior to the calendar month for which
such adjustment is to be made, the per annum percentages set forth in clauses
(a) through (c) above shall be decreased by 0.25% per annum; provided, further,
that the effect of the adjustments set forth above shall, if applicable, be
cumulative with any other adjustments which may be applicable during a given
period and any adjustments made to the Applicable Margin pursuant to the above
provisions (i) through (iii) shall cease to be effective as of the beginning of
the calendar quarter following the calendar quarter for which the conditions for
such adjustment are no longer satisfied.

      "Appraised Value" means, as of any date of determination, for each
Borrowing Base Property existing as of such date, the most-recently obtained
"as-is" appraised value of such Borrowing Base Property as set forth in an
appraisal in form and substance acceptable to the Administrative Agent and each
of the Arrangers (in each of their

                                       2

<PAGE>

respective discretion) and prepared by an appraiser acceptable to the
Administrative Agent and each of the Arrangers (in each of their respective
discretion); provided, however that (a) the "Appraised Value" for Gaylord
National and the Gaylord National Property (if owned by any Loan Party as of the
applicable date of determination) shall, for all dates prior to the date
occurring twelve (12) months following the delivery of a certificate of
occupancy with respect to such property, the aggregate capitalized construction
costs incurred by the Loan Parties as of such date of determination plus the
value of the underlying land, at cost; and (b) the "Appraised Value" for any
Borrowing Base Property which is the subject of a Substantial Casualty or
Substantial Condemnation and which is being rebuilt, reconstructed and restored
pursuant to the terms of Section 7.07 hereof shall, following the receipt by the
Administrative Agent by any new "as-completed" appraisal pursuant to Section
7.12 hereof and prior to the receipt by the Administrative Agent of a new
"as-is" appraisal of such property following the completion of the applicable
rebuilding, reconstruction and restoration, equal the "as-completed" appraised
value of such Borrowing Base Property.

      "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

      "Arranger" means a collective reference to BAS and Deutsche Bank
Securities, Inc., in their capacities as joint lead arrangers and joint book
managers.

      "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 10.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit G or any other form approved by the
Administrative Agent.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a Capital Lease.

      "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the calendar year ended December
31, 2003, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such calendar year, including the notes
thereto.

      "Availability Period" means, (a) with respect to the Revolving
Commitments, the period from the Closing Date to the earliest of (i) the
Maturity Date, (ii) the date of termination of the Aggregate Revolving
Commitments pursuant to Section 2.06 and (iii) the date of termination of the
commitment of each Lender to make Loans and of the obligation of the L/C Issuer
to make L/C Credit Extensions pursuant to Section 9.02; and (b) with respect to
the Term Loan Commitments, the period from the Closing Date to the earliest of
(i) the Maturity Date, (ii) the date of termination of the Aggregate TL
Commitments pursuant to Section 2.06; and (iii) the date of termination of the
commitment of each Lender to make Loans pursuant to Section 9.02.

      "Bank of America" means Bank of America, N.A. and its successors.

      "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

      "BAS" means Banc of America Securities LLC, its successors and assigns.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

                                       3

<PAGE>

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

      "Base Rate Revolving Loan" means a Revolving Loan that is a Base Rate
Loan.

      "BBP Insurance Proceeds" has the meaning specified in Section 7.07(b).

      "BBP Condemnation Proceeds" has the meaning specified in Section 7.07(c).

      "BBP Value" means, as of any date of determination, the sum of the most
recently obtained (or determined) Appraised Values of each of the Borrowing Base
Properties existing as of such date.

      "Borrower" has the meaning specified in the heading hereof.

      "Borrowing" means a Committed Borrowing.

      "Borrowing Base" means, as of any date of determination, an amount equal
to (a) sixty percent (60.0%) (as such percentage may be irrevocably reduced
pursuant to and in accordance with Section 2.05(b)(iv)), multiplied by (b) the
BBP Value as of such date.

      "Borrowing Base Properties" means, as of any date of determination, the
properties (including, without limitation, all related land, improvements and
fixtures) listed on Schedule 1.01(b) attached hereto (as such schedule may be
adjusted (or deemed adjusted) pursuant to Section 7.13 hereof).

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office is located and, if
such day relates to any Eurodollar Rate Loan, means any such day on which
dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.

      "Businesses" means, at any time, a collective reference to the businesses
operated by the Consolidated Parties at such time.

      "Capital Lease" means, as applied to any Person, any lease of any Property
(whether real, personal or mixed) by that Person as lessee which, in accordance
with GAAP, is required to be accounted for as a capital lease on the balance
sheet of that Person.

      "Capital Stock" means (i) in the case of a corporation, capital stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (iii) in the case of a partnership, partnership interests
(whether general or limited), (iv) in the case of a limited liability company,
membership interests, (v) any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person; and (vi) means, with respect to
any Person, all other ownership or profit interests in such Person (including
partnership, member or trust interests therein), all of the warrants, options or
other rights for the purchase or acquisition from such Person of any of the
previously-noted interests in such Person, all of the securities convertible
into or exchangeable for any of the previously-noted interests in such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such interests, in each case, whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any
date of determination.

      "Cash Collateralize" has the meaning specified in Section 2.03(g).

      "Cash Equivalents" means, as at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) Dollar denominated time deposits and
certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of
recognized standing having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-1
or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any

                                       4

<PAGE>

such bank being an "Approved Bank"), in each case with maturities of not more
than 270 days from the date of acquisition, (c) commercial paper and variable or
fixed rate notes issued by any Approved Bank (or by the parent company thereof)
or any variable rate notes issued by, or guaranteed by, any domestic corporation
rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent
thereof) or better by Moody's and maturing within six months of the date of
acquisition, (d) repurchase agreements entered into by any Person with a bank or
trust company (including any of the Lenders) or recognized securities dealer
having capital and surplus in excess of $500,000,000 for direct obligations
issued by or fully guaranteed by the United States in which such Person shall
have a perfected first priority security interest (subject to no other Liens)
and having, on the date of purchase thereof, a fair market value of at least
100% of the amount of the repurchase obligations; (e) Investments, classified in
accordance with GAAP as current assets, in money market investment programs
registered under the Investment Company Act of 1940, as amended, which are
administered by reputable financial institutions having capital of at least
$500,000,000 and the portfolios of which are limited to Investments of the
character described in the foregoing subdivisions (a) through (d); and (f)
notwithstanding the GAAP classification of same, Investments in AAA-rated
auction rate securities with maturities of thirty (30) days or less purchased
pursuant to underwriting agreements and/or other documentation with terms and
conditions reasonably acceptable to the Administrative Agent and which are
administered by reputable financial institutions having capital of at least
$500,000,000.

      "Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

      "Change of Control" means an event or series of events by which:

      (a) other than the creation of a holding company that does not involve a
change in the beneficial ownership of the Borrower as a result of such
transaction, any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, but excluding any employee
benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any
such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
under the Securities Exchange Act of 1934, except that a person or group shall
be deemed to have "beneficial ownership" of all securities that such person or
group has the right to acquire (such right, an "option right"), whether such
right is exercisable immediately or only after the passage of time), directly or
indirectly, of thirty-five percent (35.0%) or more of the equity securities of
the Borrower entitled to vote for members of the board of directors or
equivalent governing body of the Borrower on a fully-diluted basis (and taking
into account all such securities that such person or group has the right to
acquire pursuant to any option right); or

      (b) during any period of twelve (12) consecutive months, a majority of the
members of the board of directors or other equivalent governing body of the
Borrower cease to be composed of individuals (i) who were members of that board
or equivalent governing body on the first day of such period, (ii) whose
election or nomination to that board or equivalent governing body was approved
by individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body (excluding, in the case of
both clause (ii) and clause (iii), any individual whose initial nomination for,
or assumption of office as, a member of that board or equivalent governing body
occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or
group other than a solicitation for the election of one or more directors by or
on behalf of the board of directors).

      (c) any Person or two or more Persons acting in concert shall have
acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation thereof, will result in its or their
acquisition of the power to exercise, directly or indirectly, a controlling
influence over the management or policies of the Borrower, or control over the
equity securities of the Borrower entitled to vote for members of the board of
directors or equivalent governing body of the Borrower on a fully-diluted basis
(and taking into account all such

                                       5

<PAGE>

securities that such Person or group has the right to acquire pursuant to any
option right) representing thirty-five percent (35.0%) or more of the combined
voting power of such securities.

      "Closing Date" means the first date all the conditions precedent in
Section 5.01 are satisfied or waived in accordance with Section 10.01.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Collateral" means a collective reference to all real and personal
Property with respect to which Liens in favor of the Administrative Agent are
purported to be granted pursuant to and in accordance with the terms of the
Collateral Documents.

      "Collateral Documents" means a collective reference to the Pledge
Agreement, the Mortgage Instruments, the Security Agreement and such other
security documents as may be executed and delivered by the Loan Parties pursuant
to the terms of Section 7.13 and 7.14.

      "Committed Borrowing" means a borrowing consisting of simultaneous Loans
of the same Type and, in the case of Eurodollar Rate Loans, having the same
Interest Period made by each of the Lenders pursuant to Section 2.01.

      "Committed Loan" means each Revolving Loan and each Term Loan.

      "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A.

      "Commitment" means, as to each Lender, the Revolving Commitment of such
Lender and/or the Term Loan Commitment of such Lender.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit E setting forth detailed calculations of both (a) the financial
covenants contained herein (including calculation of those covenants set forth
in Sections 8.01(d), 8.02(f) and 8.11; provided, that with respect to the
calculations of the amounts of existing Liens with respect to Section 8.01(d),
such amounts shall, to the extent such Liens are related to work that has not
yet been invoiced to the applicable Loan Party, be based on good faith estimates
of the Loan Parties of the outstanding amount of such un-invoiced work); and (b)
the Borrowing Base as of the date of the financial information provided in
connection therewith.

      "Consolidated Cash Taxes" means for any period for Consolidated Parties on
a consolidated basis, the aggregate of all taxes, as determined in accordance
with GAAP, to the extent the same are paid in cash during such period.

      "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period, plus

      (a) the following to the extent deducted in calculating such Consolidated
Net Income (and, in each case, without duplication):

            (i) Consolidated Fixed Charges for such period;

            (ii) non-cash interest expenses;

            (iii) the provision for Federal, state, local and foreign income
      taxes payable by the Borrower and its Subsidiaries for such period;

            (iv) depreciation and amortization expense (including amortization
      of goodwill and other intangibles, but excluding amortization of prepaid
      cash expenses that were paid in a prior period);

                                       6

<PAGE>

            (v) preopening costs relating to the hotel operations of the
      Borrower or its Subsidiaries for such period;

            (vi) interest payments and other fixed charges payable for such
      period in connection with the SAILS Forward Exchange Contracts or any
      Permitted SAILS Refinancing Indebtedness;

            (vii) losses related to discontinued operations (as calculated and
      presented in accordance with GAAP);

            (viii) any unrealized losses related to the SAILS Forward Exchange
      Contracts or the refinancing thereof or to the sale of any of the Viacom
      Stock;

            (ix) all other non-cash expenses (including, but not limited to, the
      non-cash portion of (A) non-cash write-offs of goodwill, intangibles and
      long-lived assets, (B) the amortization of prepaid deferred finance
      charges on the SAILS Forward Exchange Contracts, (C) ground rents expense
      and (D) expense with respect to the Naming Rights Agreement dated as of
      November 24, 1999 between Nashville Hockey Club Limited Partnership and
      the Borrower; provided, that in the case of clauses (C) and (D), the cash
      portion of each such expense not deducted in computing Consolidated Net
      Income in any future period shall be deducted in computing Consolidated
      EBITDA for such future period, but excluding any other such non-cash
      expense to the extent that it represents an accrual of or reserve for cash
      expenses in any future period or amortization of a prepaid cash expense
      that was paid in a prior period) and minus

      (b) the following to the extent included in calculating such Consolidated
Net Income (and without duplication):

            (i) Federal, state, local and foreign income tax credits of the
      Borrower and its Subsidiaries for such period;

            (ii) any unrealized gains related to the SAILS Forward Exchange
      Contracts or the refinancing thereof or to the sale of any of the Viacom
      Stock;

            (iii) gains related to discontinued operations; and

            (iv) all other non-cash items increasing Consolidated Net Income for
      such period.

Notwithstanding the preceding, provisions for taxes based on income or profits
of, Consolidated Fixed Charges and other fixed charges of and the depreciation
and amortization and other non-cash expenses of the Consolidated Parties which
are Subsidiaries shall be added to Consolidated Net Income (A) in the same
proportion that the net income of such Consolidated Party was added to compute
Consolidated Net Income and (B) only to the extent that a corresponding amount
would be permitted at the date of determination to be dividended or distributed
to the Borrower by the applicable Consolidated Party without prior governmental
approval (that has not been obtained), and without direct or indirect
restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Consolidated Party or its stockholders.

      "Consolidated Fixed Charge Coverage Ratio" means for the Consolidated
Parties in connection with any four calendar quarter period for which the
Borrower has delivered the Required Financial Information, the ratio of (a)
Adjusted Consolidated EBITDA for such period (after giving effect on a Pro Forma
Basis to any Dispositions or acquisitions of assets during such period) to (b)
Consolidated Fixed Charges for such period.

      "Consolidated Fixed Charges" means for any period for the Consolidated
Parties, the sum of (a) Consolidated Interest Charges for such period, to the
extent the same come due or are paid during such period (without duplication of
amounts included in "Consolidated Fixed Charges" for prior period), plus (b)
Consolidated Scheduled Funded Debt Payments for such period plus (c) all cash
dividends required to be paid on preferred capital stock, whether expensed or
capitalized; determined without duplication of items included in Consolidated
Interest Charges.

                                       7

<PAGE>

      "Consolidated Funded Indebtedness" means, as of any date of determination,
for the Borrower and its Subsidiaries on a consolidated basis, without
duplication, the sum of (a) the principal portion of all obligations for
borrowed money, (b) the principal portion of all obligations evidenced by bonds,
debentures, notes or similar instruments, or upon which interest payments are
customarily made, (c) the principal portion of all obligations under conditional
sale or other title retention agreements relating to Property purchased by the
Consolidated Parties (other than customary reservations or retentions of title
under agreements with suppliers entered into in the ordinary course of
business), (d) the principal portion of all obligations issued or assumed as the
deferred purchase price of Property or services purchased by the Consolidated
Parties (other than trade debt incurred in the ordinary course of business and
due within six months of the incurrence thereof) which would appear as
liabilities on a balance sheet of the Consolidated Parties, (e) the Attributable
Indebtedness with respect to Capital Leases and Synthetic Lease Obligations, (f)
all direct and contingent obligations arising under letters of credit (including
standby and commercial and bankers' acceptances, including, without duplication,
all unreimbursed drafts drawn thereunder (less the amount of any cash collateral
securing any such letters of credit or and bankers' acceptances), (g) all
obligations to repurchase any securities issued by the Consolidated Parties at
any time prior to the Maturity Date which repurchase obligations are related to
the issuance thereof, including, without limitation, obligations commonly known
as residual equity appreciation potential shares, (h) the aggregate amount of
uncollected accounts receivable subject at such time to a sale or securitization
of receivables (or similar transaction) to the extent such transaction is
effected with recourse to the Consolidated Parties (whether or not such
transaction would be reflected on the balance sheet of the Consolidated Parties
in accordance with GAAP) (all such Indebtedness of the types described in the
forgoing clauses (a) through (h), as to any Person, "Funded Indebtedness"), (i)
all Funded Indebtedness of others secured by (or for which the holder of such
Funded Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on, or payable out of the proceeds of production from,
Property owned or acquired by the Consolidated Parties, whether or not the
obligations secured thereby have been assumed, (j) all Guarantees with respect
to Funded Indebtedness of another Person and (k) the Funded Indebtedness of any
partnership or unincorporated joint venture in which a Consolidated Party a
general partner or a joint venturer to the extent such Indebtedness is recourse
to a Consolidated Party; provided, that "Consolidated Funded Indebtedness shall
not, in any case, include Indebtedness with regard to the SAILS Forward Exchange
Contracts (but shall include any Indebtedness arising in connection with the
refinancing or other termination of such SAILS Forward Exchange Contracts). To
the extent that the rights and remedies of the oblige of any Consolidated Funded
Indebtedness are limited to certain property and are otherwise non-recourse to
any Consolidated Party, the amount of such Consolidated Funded Indebtedness
shall be limited to the value of the Consolidated Parties' interest in such
property (valued at the higher of book value or market value as of such date of
determination).

      "Consolidated Interest Charges" means for any period for the Consolidated
Parties on a consolidated basis, interest expense (including the amortization of
debt discount and premium, the interest component under Capital Leases and the
implied interest component of Synthetic Lease Obligations), as determined in
accordance with GAAP; provided, however, that notwithstanding the foregoing, (a)
all non-cash interest expenses and (b) capitalized interest reflected on any
entity's financial statements shall be excluded.

      "Consolidated Leverage Ratio" means, as of any date of determination, the
ratio of (a) the amount equal to (i) Consolidated Funded Indebtedness as of such
date, minus (ii) the amount (not less than zero) equal to (A) the unrestricted
cash and Cash Equivalents held by the Borrower and its Subsidiaries as of such
date, minus (B) $25,000,000, to (b) Consolidated EBITDA for the period of the
four calendar quarters most recently ended for which the Borrower has delivered
the Required Financial Information.

      "Consolidated Net Income" means for any period for the Consolidated
Parties on a consolidated basis, net income (excluding extraordinary items and
applicable Designated Non-Recurring Items for such period (in each case, to the
extent such items would increase or decrease such net income)) after interest
expense, income taxes and depreciation and amortization, all as determined in
accordance with GAAP; provided, that (a) net income attributable to any
interests of the Consolidated Parties in non-Consolidated Parties shall be
included in the determination of "Consolidated Net Income" only to the extent of
the amount of cash dividends or distributions paid by such non-Consolidated
Parties to Consolidated Parties during the applicable period and (b)
notwithstanding contrary provisions of GAAP, proceeds of any business
interruption or rent loss insurance received by any Consolidated Party in
connection with any Property owned by them shall be included in the
determination of net income upon the receipt thereof by the Borrower or the
applicable Loan Party(ies); provided, however, that to the extent any such
proceeds are delivered in lump sum format for the purpose of covering losses
over a period

                                       8

<PAGE>

extending to more than one calendar quarter, addition of such proceeds to net
income shall be pro rated over such period in a manner reasonably acceptable to
the Administrative Agent.

      "Consolidated Parties" means a collective reference to the Borrower and
the Subsidiaries of the Borrower, and "Consolidated Party" means any one of
them.

      "Consolidated Scheduled Funded Debt Payments" means for any period for the
Consolidated Parties on a consolidated basis, the sum of all scheduled payments
of principal on Consolidated Funded Indebtedness, as determined in accordance
with GAAP. For purposes of this definition, "scheduled payments of principal"
(a) shall be determined without giving effect to any reduction of such scheduled
payments resulting from the application of any voluntary or mandatory
prepayments made during the most-recently ended calendar quarter (but shall give
effect to all such payments made prior thereto), (b) shall be deemed to include
the Attributable Indebtedness in respect of Capital Leases and Synthetic Lease
Obligations and (c) shall not include any voluntary prepayments or mandatory
prepayments required pursuant to Section 2.04.

      "Consolidated Tangible Net Worth" means, as of any date of determination,
the Tangible Net Worth of the Consolidated Parties as of that date.

      "Consolidated Total Assets" means, as of any date of determination, the
total assets (as determined by GAAP) of the Consolidated Parties.

      "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

      "Credit Extension" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

      "Debt Issuance" means the issuance by any Consolidated Party of any
Indebtedness of the type referred to in clause (a) or (b) of the definition
thereof set forth in this Section 1.01.

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

      "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

      "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (a) the Base Rate plus (b) the
Applicable Margin, if any, applicable to Base Rate Loans plus (c) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Margin) otherwise applicable to such Loan plus 2% per annum, and (b) when used
with respect to Letter of Credit Fees, a rate equal to the Applicable Margin
plus 2% per annum.

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Loans or participations in L/C Obligations required to be funded
by it hereunder within one Business Day of the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within one
Business Day of the date when due, unless the subject of a good faith dispute,
or (c) has been deemed insolvent or become the subject of a bankruptcy or
insolvency proceeding.

                                       9

<PAGE>

      "Designated Force Majeure Events" means strikes, lock-outs, war, civil
disturbance, natural disaster, acts of terrorism or acts of God or other matters
beyond the control of Borrower (which cannot be immediately cured merely through
the payment of money) which cause a delay or cessation in Borrower's or its
Subsidiaries' performance related to the work of construction on Gaylord
National or which otherwise prevent the operation of any Borrowing Base
Property; provided, however, that (a) events qualifying as "Designated Force
Majeure Events" hereunder shall not, in any case, exceed fifteen (15) days in
the aggregate during the term hereof with respect to either the construction of
Gaylord National or the operation of any Borrowing Base Property except as set
forth in the following clause (b); and (b) events qualifying as "Designated
Force Majeure Events" hereunder may, notwithstanding the foregoing clause (a),
continue with respect to any Designated Force Majeure Event (i) if the costs and
expenses related to the construction, re-construction and/or restoration work
necessitated by such Designated Force Majeure Event is, in the reasonable
judgment of the Administrative Agent (based on the information provided by the
Borrower), fully covered by casualty or other insurance then-maintained by any
Consolidated Party (plus any applicable deductibles, to the extent the
Consolidated Parties hold such deductible amount in cash and/or Cash
Equivalents), (ii) to the extent the Borrower provides evidence of such
insurance coverage promptly following such event, delivers all information
required by the applicable insurer for processing of the applicable claim within
thirty (30) days of the occurrence of such event (or, to the extent delivery
within such time frame is not reasonably possible, as soon as reasonably
practicable following such event) and proceeds to use commercially reasonable
good faith efforts to pursue and resolve such claim with the applicable insurer
as expeditiously as is reasonably possible without compromising any material
rights of the Borrower or any other Loan Party with respect to such claim, and
(iii) to the extent the Borrower has provided the Administrative Agent with
restoration plans and other information with respect to the applicable damage to
the extent required herein and is proceeding with the restoration, repair or
reconstruction work with all due diligence and in good faith, and (c)
circumstances that can be remedied or mitigated merely through the payment of
money shall not constitute Designated Force Majeure Events hereunder to the
extent such remedy or mitigation is deemed reasonable by Administrative Agent in
its sole discretion.

      "Designated Non-Recurring Items" means, for any period of determination,
(a) lawsuit and settlement costs of the Consolidated Parties incurred during
such period, plus (b) merger transaction and integration costs of the
Consolidated Parties incurred during such period, plus (c) asset impairment
charges of the Consolidated Parties incurred during such period, plus (d) the
amount of other non-recurring charges paid or incurred by the Consolidated
Parties during such period; provided that the amount calculated pursuant to this
clause (d) shall not exceed $5,000,000 for any twelve (12) month period.

      "Designated Outparcels" means those parcels of Real Property referenced on
Schedule 1.01(d) attached hereto.

      "Disposition" or "Dispose" means any sale, disposition or other transfer
(including pursuant to a Sale and Leaseback Transaction) of any or all of the
Property (including without limitation the Capital Stock of a Subsidiary) of any
Consolidated Party whether by sale, lease, licensing, transfer or otherwise, but
other than pursuant to any casualty or condemnation event; provided, however,
that the term "Disposition" shall be deemed to exclude any Equity Issuance.

      "Dollar" and "$" mean lawful money of the United States.

      "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.

      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent and the L/C Issuer, and (ii) unless an
Event of Default has occurred and is continuing, the Borrower (each such
approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, "Eligible Assignee" shall not include the
Borrower or any of the Borrower's Affiliates or Subsidiaries

      "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, binding agreements or
binding governmental restrictions relating to pollution and the protection of
the environment or the release of any

                                       10

<PAGE>

materials into the environment, including those related to hazardous substances
or wastes, air emissions and discharges to waste or public systems.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

      "Equity Issuance" means any issuance by any Consolidated Party to any
Person of (a) shares of its Capital Stock, (b) any shares of its Capital Stock
pursuant to the exercise of options or warrants, (c) any shares of its Capital
Stock pursuant to the conversion of any debt securities to equity or the
conversion of any class equity securities to any other class of equity
securities or (d) any options or warrants relating to its Capital Stock. The
term "Equity Issuance" shall not be deemed to include any Disposition.

      "ERISA" means the Employee Retirement Income Security Act of 1974.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

      "Eurodollar Rate" means, for any Interest Period with respect to a
Eurodollar Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period. If such rate is not available at such
time for any reason, then the "Eurodollar Rate" for such Interest Period shall
be the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest Period
in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America's London Branch to
major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.

      "Eurodollar Rate Loan" means a Loan that bears interest at a rate based on
the Eurodollar Rate.

      "Event of Default" has the meaning specified in Section 9.01.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient

                                       11

<PAGE>

is organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, (b) any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which the Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 11.06), any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign Lender's
failure or inability (other than as a result of a Change in Law) to comply with
Section 3.01(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 3.01(a).

      "Existing Credit Facilities" means that certain $100,000,000 revolving
credit facility evidenced by that certain Credit Agreement dated as of November
20, 2003 entered into by and among the Borrower, certain of its Subsidiaries,
the agent and lenders referenced therein, as the same may have been amended,
restated, supplemented or otherwise modified from time to time prior to the date
hereof.

      "Existing Letters of Credit" means those letters of credit issued pursuant
to one or more of the Existing Credit Facilities and set forth on Schedule
1.01(c) attached hereto, which letters of credit shall, as of the Closing Date,
be deemed to be Letters of Credit hereunder.

      "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

      "Fee Letter" means the letter agreement, dated December ___, 2004, among
the Borrower, the Administrative Agent and the BAS.

      "FF&E/Capex Reserve" means, for any period and with respect to any one or
more of the Real Properties that are hotels which are owned at any time during
such period, an amount equal to the applicable Reserve Percentage of Gross
Revenues of such Real Properties. For purposes of this definition, the term
"Reserve Percentage" means (a) for properties in operation for less than one (1)
year, 1.0%; (b) for properties in operation for less than two (2) years, but
equal to or more than one (1) year, 2.0%; (c) for properties in operation for
less than three (3) years, but equal to or more than two (2) years, 3.0%; and
(c) for all other properties, 4.0%.

      "FIRREA" means the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended, and any successor statute thereto, as
interpreted by the rules and regulations thereunder, as amended, including,
without limitation, 12 CFR part 34.41 to 34.47.

      "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is resident for tax purposes.
For purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

      "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

      "Fully Satisfied" means, with respect to the Obligations as of any date,
that, as of such date, (a) all principal of and interest accrued to such date
which constitute Obligations shall have been irrevocably paid in full in cash,
(b) all fees, expenses and other amounts then due and payable which constitute
Obligations shall have been irrevocably paid in cash, (c) all outstanding
Letters of Credit shall have been (i) terminated, (ii) fully irrevocably Cash
Collateralized or (iii) secured by one or more letters of credit on terms and
conditions, and with one or more

                                       12

<PAGE>

financial institutions, reasonably satisfactory to the L/C Issuer and (d) the
Commitments shall have expired or been terminated in full.

      "Fund" means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

      "Funded Indebtedness" has the meaning given to such term in the definition
of Consolidated Funded Indebtedness in Section 1.01.

      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

      "Gaylord National" means the first-class hotel and convention center to be
built on the Gaylord National Property.

      "Gaylord National Property" means the real property described as such on
Schedule 1.01(b) attached hereto.

      "Gaylord Palms Ground Lease" means that certain Opryland Hotel -- Florida
Hotel Lease by and between GP Limited Partnership, as ground lessor/landlord,
and Opryland Hotel - Florida Limited Partnership, as hotel lessee/tenant, dated
as of March 3, 1999, as the same has been amended, restated, supplemented or
otherwise modified from time to time prior to the date hereof (for purposes of
this definition, the "Sub-Ground Lease"), which Sub-Ground Lease constitutes a
sub-ground lease by GP Limited Partnership of its interest in the Property
referenced therein arising pursuant to that certain GP / Xentury Master Ground
Lease dated as of March 3, 1999 between GP Limited Partnership and Xentury City
Development Company, L.C.).

      "Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).

      "Gross Revenues" means, for any Real Property that is a hotel over any
period, all receipts resulting from the operation of such Real Property,
determined net of allowances in accordance with GAAP and consistent with the
Uniform System of Accounts for the Lodging Industry, 9th Revised Edition, 1996,
as published by the Hotel Association of New York City, as the same may be
further revised from time to time, including, without limitation, rents or other
payments from guests and customers, tenants, licensees and concessionaires and
business interruption and rental loss insurance payments; provided, that Gross
Revenues shall exclude (a) excise, sales, use, occupancy and similar taxes and
charges collected from guests or customers and remitted or required to be
remitted to governmental authorities, (b) gratuities collected for employees
(excluding service charges), (c) security deposits and other advance deposits,
unless and until same are forfeited to Borrower, (d) federal, state or municipal
excise, sales, use or similar taxes collected directly from patrons or guests or
included as part of the sales price of any goods or services, (e) interest
income, and (f) rebates, refunds or discounts (including, without limitation,
free or discounted accommodations).

      "Guarantee" means, as to any Person, any (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial

                                       13

<PAGE>

statement condition or liquidity or level of income or cash flow of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner
the obligee in respect of such Indebtedness or other obligation of the payment
or performance thereof or to protect such obligee against loss in respect
thereof (in whole or in part), or (b) any Lien on any assets of such Person
securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any
right, contingent or otherwise, of any holder of such Indebtedness to obtain any
such Lien). The amount of any Guarantee shall be deemed to be an amount equal to
the stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term "Guarantee" as a
verb has a corresponding meaning.

      "Guarantors" means a collective reference to the Persons identified as
"Guarantors"on the signature pages hereto, and each other Person that
subsequently becomes a Guarantor by executing a Joinder Agreement as
contemplated by Section 7.13, and "Guarantor" means any one of them. A list of
the Guarantors as of the Closing Date is set forth on Schedule 1.01(a) attached
hereto.

      "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders pursuant to Article IV hereof.

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Implied Debt Service Coverage Ratio" means, for any four (4) calendar
quarter period for which the Borrower has delivered the Required Financial
Information, the ratio of (a) Adjusted NOI for such period to (b) Minimum Debt
Service for such period.

      "Indebtedness" means, with respect to any Person, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, or upon
which interest payments are customarily made, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to Property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person issued or assumed as the deferred
purchase price of Property or services purchased by such Person (other than
trade debt incurred in the ordinary course of business and due within six months
of the incurrence thereof) which would appear as liabilities on a balance sheet
of such Person, (e) all obligations of such Person under take-or-pay or similar
arrangements or under commodities agreements, (f) the Attributable Indebtedness
of such Person with respect to Capital Leases and Synthetic Lease Obligations,
(g) all net obligations of such Person under Swap Contracts, (h) all direct and
contingent obligations arising under letters of credit (including standby and
commercial) and bankers' acceptances, including, without duplication, all
unreimbursed drafts drawn thereunder (less the amount of any cash collateral
securing any such letters of credit or and bankers' acceptances), (i) all
obligations of such Person to repurchase any securities issued by such Person at
any time prior to the Maturity Date which repurchase obligations are related to
the issuance thereof, including, without limitation, obligations commonly known
as residual equity appreciation potential shares, (j) the aggregate amount of
uncollected accounts receivable of such Person subject at such time to a sale or
securitization of receivables (or similar transaction) to the extent such
transaction is effected with recourse to such Person (whether or not such
transaction would be reflected on the balance sheet of such Person in accordance
with GAAP), (k) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on, or payable out of the proceeds of production from,
Property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (l) all Guarantees of such Person with
respect to Indebtedness of another Person and (m) the Indebtedness of any
partnership or unincorporated joint venture in which such Person is a general
partner or a joint venturer to the extent such Indebtedness is recourse to such
Person. The amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date. To the
extent that the rights and remedies of the obligee of any Indebtedness are
limited to certain property and are otherwise non-recourse to such Person, the
amount of such Indebtedness shall be limited to the value of the Person's
interest in such property (valued at the higher of book value or market value as
of such date of determination).

                                       14

<PAGE>

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitees" has the meaning specified in Section 11.04(b).

      "Intangible Assets" means all assets which would be properly classified as
intangible assets under GAAP. For purposes of clarification "Intangible Assets"
shall include intangible lease assets.

      "Intellectual Property" has the meaning specified in Section 6.17.

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each
March, June, September and December and the Maturity Date.

      "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter (or such earlier date which is at least seven (7) days
thereafter as may be approved by the Administrative Agent; provided, that the
Administrative Agent shall not approve any such shorter Interest Periods to the
extent any Lender has notified the Administrative Agent in writing that it is
unable, for any reason, to fund, maintain or otherwise account for such shorter
Interest Periods; and provided, further, that the Borrower shall not request any
Interest Periods with a duration of less than one month with respect to any
Loans hereunder more than once during every thirty (30) day period), as selected
by the Borrower in its Committed Loan Notice; provided that:

            (i) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless such Business Day falls in another calendar month, in which case
      such Interest Period shall end on the next preceding Business Day;

            (ii) any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of the calendar month at the
      end of such Interest Period (subject to the effectiveness of an Interest
      Period which is shorter than one month, as provided for above); and

            (iii) no Interest Period shall extend beyond the Maturity Date.

      "Investment" by any Person (a) in any Person means (i) any Acquisition of
such Person or its Property, (ii) any other acquisition of Capital Stock, bonds,
notes, debentures, partnership, joint ventures or other ownership interests or
other securities of such other Person, (iii) any deposit with, or advance, loan
or other extension of credit to, such Person (other than deposits made in
connection with the purchase of equipment inventory and supplies in the ordinary
course of business) or (iv) any other capital contribution to or investment in
such Person, including, without limitation, any Guarantee (including any support
for a letter of credit issued on behalf of such Person) incurred for the benefit
of such Person and any Disposition to such Person for consideration less than
the fair market value of the Property disposed in such transaction, but
excluding any Restricted Payment to such Person; and (b) means the purchase
price paid, acquisition costs and expenses incurred and any other value given by
such Person in connection with the purchase or other acquisition for value of
any Property which qualifies as a capital asset or is otherwise purchased
outside the ordinary course of business of such Person. Investments which are
capital contributions or purchases of Capital Stock which have a right to
participate in the profits of the issuer thereof shall be valued at the amount
(or, in the case of any Investment made with Property other than cash, the book
value of such Property) actually contributed or paid (including cash and
non-cash consideration and any assumption of Indebtedness) to purchase such
Capital Stock as of the date of such contribution or payment, less the amount of
all repayments and returns of principal or capital thereon to the extent paid in
cash or Cash Equivalents (or, in the case of any Investment made with Property
other than cash, upon return of such Property, by an amount equal to the lesser
of the book value of such Property at the time of such Investment or the fair
market value of such Property at the time of such return) and received after the
Closing Date. Investments which are loans, advances, extensions of credit or
Guarantees shall be valued at the

                                       15

<PAGE>

principal amount of such loan, advance or extension of credit outstanding as of
the date of determination or, as applicable, the principal amount of the loan or
advance outstanding as of the date of determination actually guaranteed by such
Guarantees.

      "Involuntary Disposition" means any loss of, damage to or destruction of,
or any condemnation or other taking for public use of, any Property of any
Consolidated Party.

      "IRS" means the United States Internal Revenue Service. ---

      "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

      "Issuer Documents" means with respect to any Letter of Credit, the Letter
Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor the L/C
Issuer and relating to any such Letter of Credit.

      "Joinder Agreement" means a Joinder Agreement substantially in the form of
Exhibit F hereto, executed and delivered by a new Guarantor in accordance with
the provisions of Section 7.13.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Applicable
Percentage.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing of Revolving Loans.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

      "L/C Issuer" means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.

      "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For the
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

      "Lease" means a lease, sublease, license, concession agreement or other
agreement or other agreement (not including any ground lease) providing for the
use or occupancy of any portion of any Real Property owned or leased by any Loan
Party, including all amendments, supplements, restatements, assignments and
other modifications thereto.

      "Lenders" means a collective reference to the Persons identified as
"Lenders" on the signature pages hereto, together with any Person that
subsequently becomes a Lender by way of assignment in accordance with the terms
of Section 11.7, together with their respective successors, and "Lender" means
any one of them.

                                       16

<PAGE>

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

      "Letter of Credit" means any letter of credit issued hereunder. A Letter
of Credit may be a standby letter of credit only.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

      "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

      "Letter of Credit Expiration Date" means the day that is 35 days prior to
the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).

      "Letter of Credit Sublimit" means, as of any date of determination, an
amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Revolving
Commitments as of such date. The Letter of Credit Sublimit is part of, and not
in addition to, the Aggregate Revolving Commitments.

      "Leverage Ratio Election" has the meaning specified in Section 8.11(a).

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).

      "Loan" means any extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan and/or a Term Loan, as the context
may require. The term "Loan" also shall mean, as appropriate, (i) any portion of
the Revolving Loans bearing interest at the same rate of interest and having an
Interest Period which begins and ends on the same date and (ii) any portion of
the Term Loan bearing interest at the same rate of interest and having an
Interest Period which begins and ends on the same date.

      "Loan Documents" means this Agreement, each Note, each Letter of Credit,
each Issuer Document, each Joinder Agreement, the Collateral Documents and the
Fee Letter.

      "Loan Parties" means, collectively, the Borrower and each Guarantor.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties or condition
(financial or otherwise) of the Borrower and its Subsidiaries taken as a whole;
(b) a material impairment of the ability of any Loan Party to perform its
obligations under any Loan Document to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against any Loan Party of any Loan Document to which it is a party.

      "Maturity Date" means as to the Revolving Loans, Letters of Credit (and
the related L/C Obligations) and the Term Loan, March 9, 2010.

      "Minimum Debt Service" means, for any date of calculation over any
specified period, the sum of the monthly principal and interest payments that
would be required to be made during such period in order to amortize the
aggregate of the Total Facility Outstandings as determined as of 12:00 p.m.
Charlotte, North Carolina time on such date over a 25-year period at an interest
rate equal to the then-current yield for a seven year U.S. Treasury Notes plus
250 basis points.

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

      "Mortgage Commitments" shall have the meaning assigned such term in
Section 5.01(d).

                                       17

<PAGE>

      "Mortgage Instruments" shall have the meaning assigned such term in
Section 5.01(d).

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.

      "Net Cash Proceeds" means the aggregate cash or Cash Equivalents proceeds
received by any Consolidated Party in respect of any Disposition, Equity
Issuance, Debt Issuance or Involuntary Disposition, net of (a) direct costs
incurred in connection therewith (including, without limitation, legal,
accounting and investment banking fees, and sales commissions), (b) taxes paid
or payable as a result thereof and (c) in the case of any Disposition, the
amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking
senior to any Lien of the Administrative Agent) on the related Property; it
being understood that "Net Cash Proceeds" shall include, without limitation, any
cash or Cash Equivalents received upon the sale or other disposition of any
non-cash consideration received by any such Consolidated Party in any
Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition.

      "NOI" means, for any period, an amount equal to (a) Gross Revenues for
such period for all Borrowing Base Properties existing as of the end of such
period, minus, (b) Operating Expenses for such period for all such Borrowing
Base Properties, where Gross Revenues and Operating Expenses are determined on
an accrual basis, except for ground rents payable under the Gaylord Palms Ground
Lease which, for the purposes of this definition will be determined on a cash
basis.

      "Note" or "Notes" means the Revolving Notes and/or the Term Notes,
individually or collectively, as appropriate.

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including (i) interest
and fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding and (ii) any Swap Contract of any
Loan Party to which a Lender or any Affiliate of such Lender is a party and
(iii) all obligations under any Treasury Management Agreement between any Loan
Party and any Lender or Affiliate of a Lender.

      "Operating Expenses" means, with respect to any Borrowing Base Property
for any period, the actual costs and expenses of owning, operating, managing,
repairing and maintaining such Borrowing Base Property during such period (other
than extraordinary costs and expenses, pre-opening costs, applicable Designated
Non-Recurring Items, in each case to the extent related to such Borrowing Base
Properties), including ground rents payable for such period and actual real
estate taxes, as determined in accordance with GAAP.

      "Operating Lease" means, as applied to any Person, any lease (including,
without limitation, leases which may be terminated by the lessee at any time) of
any Property (whether real, personal or mixed) which is not a Capital Lease
other than any such lease in which that Person is the lessor.

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

      "Other Covered Events" means all events and circumstances (other than
those referenced in the definition of the term "Designated Force Majeure
Events") which cause any shutdown or cessation of construction or operations at
any Borrowing Base Property and (a) which either (i) is related to a
condemnation event with respect to which any related condemnation award is or
will be delivered to the Administrative Agent for application

                                       18

<PAGE>

pursuant to the terms of Section 7.07(c) hereof and which are reasonably
expected to be (in the reasonable judgment of the Administrative Agent),
together with any amounts on deposit with the Administrative Agent in any
related escrow account, sufficient to rebuild or restore the applicable Property
or (ii) gives rise to a fully insured claim (subject to applicable deductibles)
in favor of the Borrower or any Loan Party pursuant to the terms of valid
insurance policies and the proceeds of which are reasonably expected to be,
together with any amounts on deposit with the Administrative Agent for the
account of the Borrower or the applicable Loan Party, sufficient to rebuild or
restore the applicable Property; (b) to the extent such circumstance or event is
a casualty event, the Borrower provides evidence of the applicable insurance
coverage promptly following such event, delivers all information required by the
applicable insurer for processing of the applicable claim within thirty (30)
days of the occurrence of such event (or, to the extent delivery within such
time frame is not reasonably possible, as soon as reasonably practicable
following such event) and proceeds to use commercially reasonable good faith
efforts to pursue and resolve such claim with the applicable insurer as
expeditiously as is reasonably possible without compromising any material rights
of the Borrower or any other Loan Party with respect to such claim; and (c) the
Borrower has provided the Administrative Agent with restoration plans and other
information with respect to the applicable damage to the extent required herein
and, in any case, is proceeding with the restoration, repair or reconstruction
work with all due diligence and in good faith.

      "Other Taxes" means all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

      "Outstanding Amount" means (i) with respect to Revolving Loans and Term
Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Revolving Loans
or Term Loans as the case may be, occurring on such date; and (ii) with respect
to any L/C Obligations on any date, the amount of such L/C Obligations on such
date after giving effect to any L/C Credit Extension occurring on such date and
any other changes in the aggregate amount of the L/C Obligations as of such
date, including as a result of any reimbursements by the Borrower of
Unreimbursed Amounts.

      "Participant" has the meaning specified in Section 11.07(d).

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

      "Permitted Investments" means, at any time, Investments by the
Consolidated Parties permitted to exist at such time pursuant to the terms of
Section 8.02.

      "Permitted Liens" means, at any time, Liens in respect of Property of the
Consolidated Parties permitted to exist at such time pursuant to the terms of
Section 8.01; provided, that with respect to Liens related to Borrowing Base
Properties, the term "Permitted Liens" means Liens permitted to exist at such
time pursuant to the terms of Sections 8.01(c), (d), (g) or (j) which Liens, in
the reasonable judgment of the Administrative Agent do not adversely affect in
any material respect the value of the applicable Borrowing Base Property and
such other Liens that have been approved in writing by the Administrative Agent
in its sole discretion.

      "Permitted SAILS Refinancing Indebtedness" means any Indebtedness
(including any related options on some or all of the Viacom Stock, whether in
one or more separate agreements) of the Borrower issued in exchange for, or the
net proceeds of which are used solely to offset, purchase, redeem, extend,
refinance, renew, replace, defease, refund or otherwise acquire or retire the
Borrower's Indebtedness represented by the SAILS Forward Exchange Contracts or
Permitted SAILS Refinancing Indebtedness; provided that, (a) on the date of its
incurrence, the purchase price or principal amount of such Permitted SAILS
Refinancing Indebtedness does not exceed the fair market value of the Viacom
Stock on such date; and (b) the Borrower's obligations with respect to the
purchase price or principal amount of

                                       19

<PAGE>

such Permitted SAILS Refinancing Indebtedness (i) may be satisfied in full by
delivery of the Viacom Stock and any related options on the Viacom Stock or any
proceeds received by the Borrower on account of such options (provided, that, in
the case of the Viacom Stock, such delivery need not be the exclusive method of
satisfying the Borrower's obligations thereunder), provided that if the Borrower
no longer owns sufficient Viacom Stock and/or related options on Viacom Stock to
satisfy in full the Borrower's obligations under the Permitted SAILS Refinancing
Indebtedness, such Indebtedness shall no longer be deemed to constitute
"Permitted SAILS Refinancing Indebtedness," and (ii) are not secured by any
Liens on any of the Borrower's or its Subsidiaries' assets other than the Viacom
Stock and the related options on such Viacom Stock.

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

      "Pledge Agreement" means the pledge agreement in the form of Exhibit C
dated as of the Closing Date executed in favor of the Administrative Agent by
the Borrower and/or certain Subsidiaries of the Borrower (as required to meet
the requirements set forth herein and therein), as amended, modified, restated
or supplemented from time to time.

      "Pledged Interests" means, as of any date of determination, a collective
reference to 100.0% of the Capital Stock of each Person owning a Borrowing Base
Property as of such date.

      "Pro Forma Basis" means, for purposes of calculating (utilizing the
principles set forth in Section 1.03(c)) the Borrowing Base or compliance with
each of the financial covenants set forth in Section 8.11 in respect of a
proposed transaction, that such transaction shall be deemed to have occurred as
of the first day of the four calendar quarter period ending as of the most
recent calendar quarter end preceding the date of such transaction with respect
to which the Administrative Agent has received the Required Financial
Information. As used herein, "transaction" shall mean (a) any incurrence or
assumption of Indebtedness as referred to in Section 8.03(i), (b) any
Disposition referred to in Section 8.05; (c) any Acquisition as referred to in
Section 8.02; (d) any removal of a Real Property as a Borrowing Base Property
pursuant to Section 7.13; or (e) any unwinding of the SAILS Forward Exchange
Contracts pursuant to Section 8.12. In connection with any calculation of the
financial covenants set forth in Section 8.11 upon giving effect to a
transaction on a Pro Forma Basis:

      (i)   for purposes of any such calculation in respect of any incurrence or
            assumption of Indebtedness as referred to in Section 8.03(i), any
            Indebtedness which is retired in connection with such incurrence or
            assumption shall be excluded and deemed to have been retired as of
            the first day of the applicable period;

      (ii)  for purposes of any such calculation in respect of any Disposition
            as referred to in Section 8.05 or 7.13, all income statement items
            (whether positive or negative) attributable to the applicable
            Borrowing Base Property disposed of shall be excluded;

      (iii) for purposes of any such calculation in respect of any Acquisition
            as referred to in Section 8.02 or any such calculation in respect of
            the unwinding of the SAILS Forward Exchange Contracts pursuant to
            Section 8.12, (A) any Indebtedness incurred or assumed by any
            Consolidated Party (including the Person or Property acquired) in
            connection with such transaction and any Indebtedness of the Person
            or Property acquired which is not retired in connection with such
            transaction (1) shall be deemed to have been incurred as of the
            first day of the applicable period and (2) if such Indebtedness has
            a floating or formula rate, shall have an implied rate of interest
            for the applicable period for purposes of this definition determined
            by utilizing the rate which is or would be in effect with respect to
            such Indebtedness as at the relevant date of determination, (B)
            income statement items (whether positive or negative) attributable
            to the Person or Property acquired shall be included beginning as of
            the first day of the applicable period, (C) pro forma adjustments
            may be included to the extent that such adjustments would give
            effect to events that

                                       20

<PAGE>

            are (1) directly attributable to such transaction, (2) expected to
            have a continuing impact on the Consolidated Parties and (3)
            factually supportable (in the reasonable judgment of the
            Administrative Agent) and, if applicable, (D) any Indebtedness which
            is retired in connection with such transaction shall be excluded and
            deemed to have been retired as of the first day of the applicable
            period.

      "Pro Forma Compliance Certificate" means a certificate of a Responsible
Officer of the Borrower delivered to the Administrative Agent in connection with
(a) any incurrence, assumption or retirement of Indebtedness as referred to in
Section 8.03(i), (b) any Disposition as referred to in Section 8.05, (c) any
Acquisition as referred to in Section 8.02, (d) any removal of a Real Property
as a Borrowing Base Property pursuant to Section 7.13; or (e) any unwinding of
the SAILS Forward Exchange Contracts pursuant to Section 8.12, as applicable,
and containing reasonably detailed calculations, upon giving effect to the
applicable transaction on a Pro Forma Basis, of the Consolidated Leverage Ratio,
Implied Debt Service Coverage Ratio and Consolidated Tangible Net Worth as of
the most recent calendar quarter end preceding the date of the applicable
transaction with respect to which the Administrative Agent shall have received
the Required Financial Information.

      "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

      "Real Properties" means, at any time, a collective reference to each of
the facilities and real properties (including the Borrowing Base Properties)
owned or leased by the Consolidated Parties at such time.

      "Register" has the meaning specified in Section 11.07(c).

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      "Request for Credit Extension" means (a) with respect to a Committed
Borrowing, conversion or continuation of Committed Loans, a Committed Loan
Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit
Application.

      "Required Financial Information" means, with respect to each calendar
period or quarter of the Borrower, (a) the financial statements required to be
delivered pursuant to Section 7.01(a) or (b) for such calendar period or
quarter, and (b) the certificate of a Responsible Officer of the Borrower
required by Section 7.02(b) to be delivered with the financial statements
described in clause (a) above.

      "Required Lenders" means, at any time, (a) the Required Revolver Lenders
and (b) the Required Term Loan Lenders.

      "Required Revolver Lenders" means, at any time, Lenders holding in the
aggregate more than 50% of (a) the Aggregate Revolving Commitments (and
participations therein) or (b) if the Aggregate Revolving Commitments have been
terminated, the Total Revolving Outstandings (and participations therein). The
unfunded Revolving Commitments of, and the share of Total Revolving Outstandings
allocable to, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Revolver Lenders.

      "Required Term Loan Lenders" means, at any time, Lenders holding in the
aggregate more than 50% of (a) the Aggregate TL Commitments and Total Term Loan
Outstandings (and participations therein) or (b) if the Aggregate TL Commitments
have been terminated, the Total Term Loan Outstandings (and participations
therein). The unfunded Term Loan Commitments of, and the Term Loans held or
deemed held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Term Loan Lenders.

      "Responsible Officer" means the chief executive officer, president, chief
financial officer, treasurer, vice president of treasury or assistant treasurer
of a Loan Party. Any document delivered hereunder that is signed by a

                                       21

<PAGE>

Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.

      "Restricted Payment" means (a) any dividend or other payment or
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of any Consolidated Party, now or hereafter outstanding (including
without limitation any payment in connection with any dissolution, merger,
consolidation or disposition involving any Consolidated Party), or to the
holders, in their capacity as such, of any shares of any class of Capital Stock
of any Consolidated Party, now or hereafter outstanding, (b) any purchase,
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock of any Consolidated Party, now or hereafter outstanding, or (c) any
payment made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of Capital Stock of any
Consolidated Party, now or hereafter outstanding.

      "Revolver Unused Fee" has the meaning specified in Section 2.09(a).

      "Revolving Commitment" means, as to each Lender, its obligation to (a)
make Revolving Loans to the Borrower pursuant to Section 2.01(a), and (b)
purchase participations in L/C Obligations, in an aggregate principal amount at
any one time outstanding not to exceed the amount set forth opposite such
Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement.

      "Revolving Facility Usage Percentage" means, as of any date of
determination, the percentage amount equal to (a) the Total Revolving
Outstandings as of such date, divided by (b) the Aggregate Revolving Commitments
as of such date.

      "Revolving Loan" has the meaning specified in Section 2.01(a).

      "Revolving Note" has the meaning specified in Section 2.11(a).

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

      "SAILS Forward Exchange Contracts" means, collectively, the SAILS
Mandatorily Exchangeable Securities Contract dated May 22, 2000, among Borrower,
OLH, G.P.. Credit Suisse First Boston International and Credit Suisse First
Boston Corporation, as agent, together with the SAILS Pledge Agreement dated as
of May 22, 2000, among the Borrower, Credit Suisse First Boston International
and Credit Suisse First Boston Corporation, as amended by the letter dated
October 6, 2000 by Credit Suisse First Boston International and Credit Suisse
First Boston Corporation to OLH, G.P. and Merrill Lynch Mortgage Capital, Inc.,
each as in effect as of the date hereof.

      "Sale and Leaseback Transaction" means any arrangement pursuant to which
any Consolidated Party, directly or indirectly, becomes liable as lessee,
guarantor or other surety with respect to any lease, whether an Operating Lease
or a Capital Lease, of any Property (a) which such Consolidated Party has sold
or transferred (or is to sell or transfer) to a Person which is not a
Consolidated Party or (b) which such Consolidated Party intends to use for
substantially the same purpose as any other Property which has been sold or
transferred (or is to be sold or transferred) by such Consolidated Party to
another Person which is not a Consolidated Party in connection with such lease.

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "Secured Parties" mean a collective reference to the Administrative Agent,
the L/C Issuer, the Lenders, each Lender or Affiliate of a Lender that is a
party to a Swap Contract and each other Person to whom any Loan Party owes any
of the Obligations which are secured by the Loan Documents.

      "Security Agreement" means that certain Security Agreement dated as of the
date hereof among the Loan Parties owning Borrowing Base Properties and the
Administrative Agent (for the benefit of itself and the Lenders)

                                       22

<PAGE>

and in form and substance similar to the document attached as Exhibit B hereto,
as the same may be amended, restated, supplemented or otherwise modified from
time to time.

      "Senior Note Indentures" means a collective reference to (a) that certain
Indenture dated as of November 12, 2003 with respect to the 8% Senior Notes due
2013 issued by the Borrower, pursuant to which U.S. Bank National Association is
the trustee and (b) that certain Indenture dated as of November 30, 2004 with
respect to the 6.75% Senior Notes due 2014 issued by the Borrower, pursuant to
which U.S. Bank National Association is the trustee; and "Senior Note Indenture"
means either of them.

      "Solvent" or "Solvency" means, with respect to any Person as of a
particular date, that on such date (a) such Person is able to pay its debts and
other liabilities, contingent obligations and other commitments as they mature
in the ordinary course of business, (b) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature in their ordinary course,
(c) such Person is not engaged in a business or a transaction, and is not about
to engage in a business or a transaction, for which such Person's Property would
constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which such Person is engaged or is to
engage, (d) the fair value of the Property of such Person is greater than the
total amount of liabilities, including, without limitation, contingent
liabilities, of such Person and (e) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured. In computing the amount of contingent liabilities at any time, it is
intended that such liabilities will be computed at the amount which, in light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of Capital Stock having ordinary voting power for the election of
directors or other governing body (other than Capital Stock having such power
only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person. Unless
otherwise specified, all references herein to a "Subsidiary" or to
"Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower.

      "Substantial Casualty" has the meaning assigned to such term in Section
7.07(b).

      "Substantial Completion" and "Substantially Completed" means, with respect
to Gaylord National, that such property has been substantially completed or is
substantially complete, is open for business to the general public and is
accepting paying guests on a regular daily and nightly basis.

      "Substantial Condemnation" has the meaning assigned to such term in
Section 7.07(c).

      "Supermajority Lenders" means, at any time, Lenders holding in the
aggregate more than 662/3% of (a) (i) the Aggregate Revolving Commitments (and
participations therein) or (ii) if the Aggregate Revolving Commitments have been
terminated, the Total Revolving Outstandings (and participations therein); plus
(b)(i) the Aggregate TL Commitments and Total Term Loan Outstandings (and
participations therein) or (ii) if the Aggregate TL Commitments have been
terminated, the Total Term Loan Outstandings (and participations therein);
provided, that the unfunded Revolving Commitments of, the share of Total
Revolving Outstandings allocable to, the unfunded Term Loan Commitments of, and
the Term Loans held or deemed held by any Defaulting Lender shall be excluded
for purposes of making a determination of Supermajority Lenders

      "Swap Contract" means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master

                                       23

<PAGE>

agreement (any such master agreement, together with any related schedules, a
"Master Agreement"), including any such obligations or liabilities under any
Master Agreement.

      "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

      "Syndication Agent" means Deutsche Bank Trust Company Americas, in its
capacity as the syndication agent hereunder.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "Tangible Net Worth" means, for any Person as of any date of
determination, the consolidated shareholders' equity of such Person determined
in accordance with GAAP, less (without duplication), the sum of the following:
(a) all intangibles determined in accordance with GAAP (including, without
limitation, goodwill and deferred or capitalized acquisition costs), (b)
unamortized debt discount and expense, (c) any non-cash gain (or plus any
non-cash loss, as applicable) resulting from any mark-to-market adjustments made
directly to consolidated shareholders' equity as a result of fluctuations in the
value of financial instruments owned by Borrower or any of its Subsidiaries as
mandated under FAS 133.

      "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

      "Term Loans" has the meaning specified in Section 2.01(b).

      "Term Loan Commitment" means, as to each Lender, its obligation to make
its Term Loans to the Borrower pursuant to Section 2.01(b), in a principal
amount not to exceed the amount set forth opposite such Lender's name on
Schedule 2.01; provided, that the Term Loan Commitments of the Lenders shall be
reduced by each such Lender's Applicable Percentage of the amount of each Term
Loan Borrowing concurrently with each such Borrowing.

      "Term Note" has the meaning specified in Section 2.11(a).

      "Threshold Amount" means $10,000,000.

      "Title Insurance Company" means Fidelity National Title Insurance Company.

      "TL Facility Usage Percentage" means, as of any date of determination, an
amount equal to (a) the sum of (i) the Total Term Loan Outstandings as of such
date, plus (ii) the amount of Aggregate TL Principal Payments as of such date,
divided by (b) the sum of (i) the Aggregate TL Commitments as of such date, plus
(ii) the amount of Aggregate TL Principal Payments as of such date.

      "TL Unused Fee" has the meaning specified in Section 2.09(b).

      "Total Facility Outstandings" means, as of any date of determination, the
Total Revolving Outstandings as of such date plus the Total Term Loan
Outstandings as of such date.

                                       24

<PAGE>

      "Total Revolving Outstandings" means, as of any date of determination, the
aggregate Outstanding Amount of all Revolving Loans and all L/C Obligations as
of such date.

      "Total Term Loan Outstandings" means, as of any date of determination, the
aggregate Outstanding Amount of all Term Loans as of such date.

      "Treasury Management Agreement" means any agreement governing the
provision of treasury or cash management services, including deposit accounts,
funds transfer, automated clearinghouse, zero balance accounts, returned check
concentration, controlled disbursement, lockbox, account reconciliation and
reporting and trade finance services.

      "Type" means, with respect to any Revolving Loan or Term Loan, its
character as a Base Rate Loan or a Eurodollar Rate Loan.

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      "United States" and "U.S." mean the United States of America.

      "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

      "Unused Fee" means either or both of the Revolver Unused Fee or the TL
Unused Fee, as applicable.

      "Unused Rate" means, with respect to the Aggregate Revolving Commitments
or the Aggregate TL Commitments as of any date, the fee amount set forth below
(as determined based on the then-applicable Revolving Facility Usage Percentage
or TL Facility Usage Percentage, as applicable):

<TABLE>
<CAPTION>
  Revolving Facility Usage Percentage / TL
          Facility Usage Percentage           Unused Rate (bps)
------------------------------------------    -----------------
<S>                                           <C>
             > 66 2/3:                             25.0

             >33 1/3, but < or = 66 2/3:           37.5

             < or = 33 1/3:                        50.0
</TABLE>

      "Viacom Stock" means the 10,937,900 shares of Class B common stock, par
value $0.01 per share, of Viacom, Inc. owned by the Borrower, and any other
securities into which such shares may be converted or reclassified or that may
be issued in respect of, in exchange for, or in substitution of, such shares of
Class B common stock by reason of any stock splits, stock dividends,
distributions, mergers, consolidations or other similar events.

      "Wholly Owned Subsidiary" means any Person 100% of whose Capital Stock is
at the time owned by the Borrower directly or indirectly through other Persons
100% of whose Capital Stock is at the time owned, directly or indirectly, by the
Borrower.

      1.02 OTHER INTERPRETIVE PROVISIONS.

      With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:

            (a) The definitions of terms herein shall apply equally to the
      singular and plural forms of the terms defined. Whenever the context may
      require, any pronoun shall include the corresponding masculine, feminine
      and neuter forms. The words "include," "includes" and "including" shall be
      deemed to be followed by the phrase "without limitation." The word "will"
      shall be construed to have the same meaning and effect as the word
      "shall." Unless the context requires otherwise, (i) any definition of or
      reference to

                                       25
<PAGE>

      any agreement, instrument or other document (including any Organization
      Document) shall be construed as referring to such agreement, instrument or
      other document as from time to time amended, supplemented or otherwise
      modified (subject to any restrictions on such amendments, supplements or
      modifications set forth herein or in any other Loan Document), (ii) any
      reference herein to any Person shall be construed to include such Person's
      successors and assigns, (iii) the words "herein," "hereof" and
      "hereunder," and words of similar import when used in any Loan Document,
      shall be construed to refer to such Loan Document in its entirety and not
      to any particular provision thereof, (iv) all references in a Loan
      Document to Articles, Sections, Exhibits and Schedules shall be construed
      to refer to Articles and Sections of, and Exhibits and Schedules to, the
      Loan Document in which such references appear, and (v) any reference to
      any law shall include all statutory and regulatory provisions
      consolidating, amending replacing or interpreting such law and any
      reference to any law or regulation shall, unless otherwise specified,
      refer to such law or regulation as amended, modified or supplemented from
      time to time.

            (b) In the computation of periods of time from a specified date to a
      later specified date, the word "from" means "from and including;" the
      words "to" and "until" each mean "to but excluding;" and the word
      "through" means "to and including."

            (c) Section headings herein and in the other Loan Documents are
      included for convenience of reference only and shall not affect the
      interpretation of this Agreement or any other Loan Document.

      1.03 ACCOUNTING TERMS.

      (a) Generally. Except as otherwise specifically prescribed herein, all
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements; provided, however, that
calculations of Attributable Indebtedness under any Synthetic Lease Obligations
or the implied interest component of any Synthetic Lease Obligations shall be
made by the Borrower in accordance with accepted financial practice and
consistent with the terms of such Synthetic Lease Obligations.

      (b) Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the
Borrower shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.

      (c) Effect of Transactions on Calculations. Notwithstanding the above, the
parties hereto acknowledge and agree that, for purposes of all calculations made
under the financial covenants set forth in Section 8.11 (including without
limitation for purposes of the definitions of "Applicable Margin" and "Pro Forma
Basis" set forth in Section 1.01), (i) after consummation of any Disposition (A)
income statement items (whether positive or negative) and capital expenditures
attributable to the Property disposed of shall be excluded and (B) Indebtedness
which is retired shall be excluded and deemed to have been retired as of the
first day of the applicable period, (ii) after consummation of any Acquisition
(A) income statement items (whether positive or negative) and capital
expenditures attributable to the Person or Property acquired shall, to the
extent not otherwise included in such income statement items for the
Consolidated Parties in accordance with GAAP or in accordance with any defined
terms set forth in Section 1.01, be included to the extent relating to any
period applicable in such calculations, (B) to the extent not retired in
connection with such Acquisition, Indebtedness of the Person or Property
acquired shall be deemed to have been incurred as of the first day of the
applicable period and (C) pro forma adjustments may be included to the extent
that such adjustments would give effect to items that are (1) directly
attributable to such transaction, (2) expected to have a continuing impact on
the Consolidated Parties and (3) factually supportable (in the reasonable
judgment of the Administrative Agent) and (iii) commencing as of the

                                       26
<PAGE>

first quarter during which operations at Gaylord National or any other hotel
built or owned by the Consolidated Parties during the term hereof have continued
for thirty (30) days or more, all calculations of income, net income, revenues,
costs, expenses, operating income, net operating income or other items related
to the financial covenant calculations set forth herein shall, for each of the
first four calendar quarters in which Gaylord National or such hotel is in
operation, be annualized based on the information and calculations for the
period elapsed since the opening of such property.

      1.04 ROUNDING.

      Any financial ratios required to be maintained by the Borrower pursuant to
this Agreement shall be calculated by dividing the appropriate component by the
other component, carrying the result to one place more than the number of places
by which such ratio is expressed herein and rounding the result up or down to
the nearest number (with a rounding-up if there is no nearest number).

      1.05 TIMES OF DAY.

      Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).

      1.06 LETTER OF CREDIT AMOUNTS.

      Unless otherwise specified herein, the amount of a Letter of Credit at any
time shall be deemed to be the stated amount of such Letter of Credit in effect
at such time; provided, however, that with respect to any Letter of Credit that,
by its terms or the terms of any Issuer Document related thereto, provides for
one or more automatic increases in the stated amount thereof, the amount of such
Letter of Credit shall be deemed to be the maximum stated amount of such Letter
of Credit after giving effect to all such increases, whether or not such maximum
stated amount is in effect at such time.

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 REVOLVING LOANS AND THE TERM LOAN.

      (a) Revolving Loans. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a "Revolving Loan")
to the Borrower from time to time, on any Business Day during the applicable
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Revolving Commitment; provided, however,
that after giving effect to any Borrowing of Revolving Loans, (i) the Total
Revolving Outstandings shall not exceed the Aggregate Revolving Commitments,
(ii) the Total Facility Outstandings shall not exceed the Borrowing Base and
(iii) the aggregate Outstanding Amount of the Revolving Loans of any Lender,
plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C
Obligations shall not exceed such Lender's Revolving Commitment. Within the
limits of each Lender's Revolving Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay
under Section 2.05(a), and reborrow under this Section 2.01(a). Revolving Loans
may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

      (b) Term Loan. Subject to the terms and conditions set forth herein, each
Lender severally agrees to make term loans (the "Term Loans") to the Borrower
from time to time, on any Business Day during the applicable Availability
Period, in an aggregate amount (as determined cumulatively over the term of this
Agreement and disregarding any principal payments made on the Term Loans) not to
exceed such Lender's Term Loan Commitment; provided, however, that after giving
effect to any Borrowing of Term Loans, (i) the Total Term Loan Outstandings plus
the aggregate amount of Aggregate TL Principal Payments as of such date shall
not exceed the amount equal to Aggregate TL Commitments plus the Aggregate TL
Borrowings as of such date; and (ii) the Total Facility Outstandings shall not
exceed the Borrowing Base. Amounts repaid on the Term Loans may not be
reborrowed. The Term Loans may consist of Base Rate Loans or Eurodollar Rate
Loans, as further provided herein

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<PAGE>

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

      (a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurodollar Rate Loans shall be made
upon the irrevocable notice from the Borrower to the Administrative Agent, which
may be given by telephone (provided that such telephonic notice complies with
the information requirements of the form of Committed Loan Notice attached
hereto). Each such notice must be received by the Administrative Agent not later
than 11:00 a.m. (i) three Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii)
on the requested date of any Borrowing of Base Rate Loans; provided, however,
all Committed Borrowings made on the Closing Date shall be made as Base Rate
Loans; and provided further, that if the Borrower wishes to request Eurodollar
Rate Loans having an Interest Period other than one, two, three or six months in
duration as provided in the definition of "Interest Period", the applicable
notice must be received by the Administrative Agent not later than 11:00 a.m.
four Business Days prior to the requested date of such Borrowing, conversion or
continuation, whereupon the Administrative Agent shall give prompt notice to the
Lenders of such request and determine whether the requested Interest Period is
acceptable to all of them. Not later than 11:00 a.m., three Business Days before
the requested date of such Borrowing, conversion or continuation, the
Administrative Agent shall notify the Borrower (which notice may be by
telephone) whether or not the requested Interest Period has been consented to by
all the Lenders. Each telephonic notice by the Borrower pursuant to this Section
2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a
written Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. Each Borrowing of, conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided
in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof. Each Committed Loan Notice (whether telephonic or written)
shall specify (i) whether the Borrower is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, and (v) if applicable, the duration of the Interest Period
with respect thereto. If the Borrower fails to specify a Type of Committed Loan
in a Committed Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans
shall be made as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Rate
Loans. If the Borrower requests a Borrowing of, conversion to, or continuation
of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of
one month.

         (b) Following receipt of a Committed Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative Agent
shall notify each Lender of the details of any automatic conversion to Base Rate
Loans described in the preceding subsection. In the case of a Committed
Borrowing, each Lender shall make the amount of its Committed Loan available to
the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m. on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section 5.02 (and, if such Borrowing is the initial Credit
Extension, Section 5.01), the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date a Committed Loan Notice with respect to a
Borrowing consisting of Revolving Loans is given by the Borrower, there are L/C
Borrowings outstanding, then the proceeds of such Borrowing first shall be
applied to the payment in full of any such L/C Borrowings, and second, shall be
made available to the Borrower as provided above.

      (c) Subject to Section 3.05, a Eurodollar Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurodollar Rate
Loan. During the existence of a Default, no Loans may be requested as, converted
to or continued as Eurodollar Rate Loans having Interest Periods greater than
one month

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<PAGE>

without the consent of the Required Lenders. During the existence of an Event of
Default, no Loans may be converted to or continued as Eurodollar Rate Loans
without the consent of the Required Lenders.

      (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate. At any time that Base Rate
Loans are outstanding, the Administrative Agent shall notify the Borrower and
the Lenders of any change in Bank of America's prime rate used in determining
the Base Rate promptly following the public announcement of such change.

      (e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than (i) ten (10) Interest
Periods in effect with respect to Revolving Loans, and (ii) ten (10) Interest
Periods in effect with respect to the Term Loan.

      2.03 LETTERS OF CREDIT.

      (a) The Letter of Credit Commitment.

            (i) Subject to the terms and conditions set forth herein, (A) the
      L/C Issuer agrees, in reliance upon the agreements of the Lenders set
      forth in this Section 2.03, (1) from time to time on any Business Day
      during the period from the Closing Date until the Letter of Credit
      Expiration Date, to issue Letters of Credit for the account of the
      Borrower or its Subsidiaries, and to amend or extend Letters of Credit
      previously issued by it, in accordance with subsection (b) below, and (2)
      to honor drawings under the Letters of Credit; and (B) the Lenders
      severally agree to participate in Letters of Credit issued for the account
      of the Borrower or its Subsidiaries and any drawings thereunder; provided
      that after giving effect to any L/C Credit Extension with respect to any
      Letter of Credit, (w) the Total Facility Outstandings shall not exceed the
      Borrowing Base, (x) the Total Revolving Outstandings shall not exceed the
      Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of
      the Revolving Loans of any Lender, plus such Lender's Applicable
      Percentage of the Outstanding Amount of all L/C Obligations shall not
      exceed such Lender's Revolving Commitment, and (z) the Outstanding Amount
      of the L/C Obligations shall not exceed the Letter of Credit Sublimit.
      Each request by the Borrower for the issuance or amendment of a Letter of
      Credit shall be deemed to be a representation by the Borrower that the L/C
      Credit Extension so requested complies with the conditions set forth in
      the proviso to the preceding sentence. Within the foregoing limits, and
      subject to the terms and conditions hereof, the Borrower's ability to
      obtain Letters of Credit shall be fully revolving, and accordingly the
      Borrower may, during the foregoing period, obtain Letters of Credit to
      replace Letters of Credit that have expired or that have been drawn upon
      and reimbursed. All Existing Letters of Credit shall be deemed to have
      been issued pursuant hereto, and from and after the Closing Date shall be
      subject to and governed by the terms and conditions hereof.

            (ii) The L/C Issuer shall not issue any Letter of Credit if, subject
      to Section 2.03(b)(iii), the expiry date of such requested Letter of
      Credit would occur more than twelve months after the date of issuance or
      last extension, unless the Required Lenders have approved such expiry
      date; or the expiry date of such requested Letter of Credit would occur
      after the Letter of Credit Expiration Date, unless all the Lenders have
      approved such expiry date.

            (iii) The L/C Issuer shall not be under any obligation to issue any
      Letter of Credit if:

                  (A) any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain the L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to the L/C Issuer or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over the L/C Issuer shall prohibit, or
            request that the L/C Issuer refrain from, the issuance of letters of
            credit generally or such Letter of Credit in particular or shall
            impose upon the L/C Issuer with respect to such Letter of Credit any
            restriction, reserve or capital requirement (for which the L/C
            Issuer is not otherwise compensated hereunder) not in effect on the
            Closing Date, or shall impose upon the L/C Issuer any

                                       29
<PAGE>

            unreimbursed loss, cost or expense which was not applicable on the
            Closing Date and which the L/C Issuer in good faith deems material
            to it;

                  (B) the issuance of such Letter of Credit would violate one or
            more policies of the L/C Issuer; or

                  (C) except as otherwise agreed by the Administrative Agent and
            the L/C Issuer, such Letter of Credit is in an initial stated amount
            less than $250,000.

                  (D) such Letter of Credit is to be denominated in a currency
            other than Dollars;

                  (E) such Letter of Credit contains any provision for automatic
            reinstatement of the stated amount after any drawing thereunder; or

                  (F) a default of any Lender's obligations to fund under
            Section 2.03(c) exists or any Lender is at such time a Defaulting
            Lender hereunder, unless the L/C Issuer has entered into
            satisfactory arrangements with the Borrower or such Lender to
            eliminate the L/C Issuer's risk with respect to such Lender.

            (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C
      Issuer would not be permitted at such time to issue such Letter of Credit
      in its amended form under the terms hereof.

            (v) The L/C Issuer shall be under no obligation to amend any Letter
      of Credit if (A) the L/C Issuer would have no obligation at such time to
      issue such Letter of Credit in its amended form under the terms hereof, or
      (B) the beneficiary of such Letter of Credit does not accept the proposed
      amendment to such Letter of Credit.

            (vi) The L/C Issuer shall act on behalf of the Lenders with respect
      to any Letters of Credit issued by it and the documents associated
      therewith, and the L/C Issuer shall have all of the benefits and
      immunities (A) provided to the Administrative Agent in Article X with
      respect to any acts taken or omissions suffered by the L/C Issuer in
      connection with Letters of Credit issued by it or proposed to be issued by
      it and Issuer Documents pertaining to such Letters of Credit as fully as
      if the term "Administrative Agent" as used in Article X included the L/C
      Issuer with respect to such acts or omissions, and (B) as additionally
      provided herein with respect to the L/C Issuer.

            (b) Procedures for Issuance and Amendment of Letters of Credit;
      Auto-Extension Letters of Credit.

            (i) Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the Borrower delivered to the L/C Issuer (with
      a copy to the Administrative Agent) in the form of a Letter of Credit
      Application, appropriately completed and signed by a Responsible Officer
      of the Borrower. Such Letter of Credit Application must be received by the
      L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
      two Business Days (or such later date and time as the Administrative Agent
      and the L/C Issuer may agree in a particular instance in their sole
      discretion) prior to the proposed issuance date or date of amendment, as
      the case may be. In the case of a request for an initial issuance of a
      Letter of Credit, such Letter of Credit Application shall specify in form
      and detail satisfactory to the L/C Issuer: (A) the proposed issuance date
      of the requested Letter of Credit (which shall be a Business Day); (B) the
      amount thereof; (C) the expiry date thereof; (D) the name and address of
      the beneficiary thereof; (E) the documents to be presented by such
      beneficiary in case of any drawing thereunder; (F) the full text of any
      certificate to be presented by such beneficiary in case of any drawing
      thereunder; and (G) such other matters as the L/C Issuer may require. In
      the case of a request for an amendment of any outstanding Letter of
      Credit, such Letter of Credit Application shall specify in form and detail
      satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2)
      the proposed date of amendment thereof (which shall be a Business Day);
      (3) the nature of the proposed amendment; and (4) such other matters as
      the L/C Issuer may require. Additionally, the Borrower shall furnish to
      the L/C Issuer and the Administrative Agent such other documents and
      information pertaining to such requested Letter of Credit issuance or
      amendment, including any Issuer Documents, as the L/C Issuer or the
      Administrative Agent may require.

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<PAGE>

            (ii) Promptly after receipt of any Letter of Credit Application, the
      L/C Issuer will confirm with the Administrative Agent (by telephone or in
      writing) that the Administrative Agent has received a copy of such Letter
      of Credit Application from the Borrower and, if not, the L/C Issuer will
      provide the Administrative Agent with a copy thereof. Unless the L/C
      Issuer has received written notice from any Lender, the Administrative
      Agent or any Loan Party, at least one Business Day prior to the requested
      date of issuance or amendment of the applicable Letter of Credit , that
      one or more of the applicable conditions contained in Article V shall not
      then be satisfied, the L/C Issuer shall, on the requested date, issue a
      Letter of Credit for the account of the Borrower (or the applicable
      Subsidiary) or enter into the applicable amendment, as the case may be, in
      each case in accordance with the L/C Issuer's usual and customary business
      practices. Immediately upon the issuance of each Letter of Credit, each
      Lender shall be deemed to, and hereby irrevocably and unconditionally
      agrees to, purchase from the L/C Issuer a risk participation in such
      Letter of Credit in an amount equal to the product of such Lender's
      Applicable Percentage times the amount of such Letter of Credit.

            (iii) If the Borrower so requests in any applicable Letter of Credit
      Application, the L/C Issuer may, in its sole and absolute discretion,
      agree to issue a Letter of Credit that has automatic extension provisions
      (each, an "Auto-Extension Letter of Credit"); provided that any such
      Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
      such extension at least once in each twelve-month period (commencing with
      the date of issuance of such Letter of Credit) by giving prior notice to
      the beneficiary thereof not later than a day (the "Non-Extension Notice
      Date") in each such twelve-month period to be agreed upon at the time such
      Letter of Credit is issued. Unless otherwise directed by the L/C Issuer,
      the Borrower shall not be required to make a specific request to the L/C
      Issuer for any such extension. Once an Auto-Extension Letter of Credit has
      been issued, the Lenders shall be deemed to have authorized (but may not
      require) the L/C Issuer to permit the extension of such Letter of Credit
      at any time to an expiry date not later than the Letter of Credit
      Expiration Date; provided, however, that the L/C Issuer shall not permit
      any such extension if (A) the L/C Issuer has determined that it would not
      be permitted, or would have no obligation at such time to issue such
      Letter of Credit in its revised form under the terms hereof (by reason of
      the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise),
      or (B) it has received notice (which may be by telephone or in writing) on
      or before the day that is five Business Days before the Non-Extension
      Notice Date (1) from the Administrative Agent that the Required Lenders
      have elected not to permit such extension or (2) from the Administrative
      Agent, any Lender or any Loan Party that one or more of the applicable
      conditions specified in Section 5.02 is not then satisfied, and in each
      case directing the L/C Issuer not to permit such extension.

            (iv) Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the L/C Issuer will also deliver to the
      Borrower and the Administrative Agent a true and complete copy of such
      Letter of Credit or amendment.

      (c) Drawings and Reimbursements; Funding of Participations.

            (i) Upon receipt from the beneficiary of any Letter of Credit of any
      notice of a drawing under such Letter of Credit, the L/C Issuer shall
      notify the Borrower and the Administrative Agent thereof. Not later than
      11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
      Credit (each such date, an "Honor Date"), the Borrower shall reimburse the
      L/C Issuer through the Administrative Agent in an amount equal to the
      amount of such drawing. If the Borrower fails to so reimburse the L/C
      Issuer by such time, the Administrative Agent shall promptly notify each
      Lender of the Honor Date, the amount of the unreimbursed drawing (the
      "Unreimbursed Amount"), and the amount of such Lender's Applicable
      Percentage thereof. In such event, the Borrower shall be deemed to have
      requested a Borrowing of Base Rate Revolving Loans to be disbursed on the
      Honor Date in an amount equal to the Unreimbursed Amount, without regard
      to the minimum and multiples specified in Section 2.02 for the principal
      amount of Base Rate Loans, but subject to the amount of the unutilized
      portion of the Aggregate Revolving Commitments and the conditions set
      forth in Section 5.02 (other than the delivery of a Committed Loan
      Notice). Any notice given by the L/C Issuer or the Administrative Agent
      pursuant to this Section 2.03(c)(i) may be given by telephone if
      immediately confirmed in writing; provided that the lack of such an
      immediate confirmation shall not affect the conclusiveness or binding
      effect of such notice.

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<PAGE>

            (ii) Each Lender shall upon any notice pursuant to Section
      2.03(c)(i) make funds available to the Administrative Agent for the
      account of the L/C Issuer at the Administrative Agent's Office in an
      amount equal to its Applicable Percentage of the Unreimbursed Amount not
      later than 1:00 p.m. on the Business Day specified in such notice by the
      Administrative Agent, whereupon, subject to the provisions of Section
      2.03(c)(iii), each Lender that so makes funds available shall be deemed to
      have made a Base Rate Revolving Loan to the Borrower in such amount. The
      Administrative Agent shall remit the funds so received to the L/C Issuer.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Borrowing of Base Rate Revolving Loans because the
      conditions set forth in Section 5.02 (other than delivery of a Committed
      Loan Notice) cannot be satisfied or for any other reason, the Borrower
      shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in
      the amount of the Unreimbursed Amount that is not so refinanced, which L/C
      Borrowing shall be due and payable on demand (together with interest) and
      shall bear interest at the Default Rate. In such event, each Lender's
      payment to the Administrative Agent for the account of the L/C Issuer
      pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its
      participation in such L/C Borrowing and shall constitute an L/C Advance
      from such Lender in satisfaction of its participation obligation under
      this Section 2.03.

            (iv) Until each Lender funds its Revolving Loan or L/C Advance
      pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
      amount drawn under any Letter of Credit, interest in respect of such
      Lender's Applicable Percentage of such amount shall be solely for the
      account of the L/C Issuer.

            (v) Each Lender's obligation to make Revolving Loans or L/C Advances
      to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
      contemplated by this Section 2.03(c), shall be absolute and unconditional
      and shall not be affected by any circumstance, including (A) any setoff,
      counterclaim, recoupment, defense or other right which such Lender may
      have against the L/C Issuer, the Borrower or any other Person for any
      reason whatsoever; (B) the occurrence or continuance of a Default, or (C)
      any other occurrence, event or condition, whether or not similar to any of
      the foregoing; provided, however, that each Lender's obligation to make
      Revolving Loans pursuant to this Section 2.03(c) is subject to the
      conditions set forth in Section 5.02 (other than delivery by the Borrower
      of a Committed Loan Notice). No such making of an L/C Advance shall
      relieve or otherwise impair the obligation of the Borrower to reimburse
      the L/C Issuer for the amount of any payment made by the L/C Issuer under
      any Letter of Credit, together with interest as provided herein.

            (vi) If any Lender fails to make available to the Administrative
      Agent for the account of the L/C Issuer any amount required to be paid by
      such Lender pursuant to the foregoing provisions of this Section 2.03(c)
      by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be
      entitled to recover from such Lender (acting through the Administrative
      Agent), on demand, such amount with interest thereon for the period from
      the date such payment is required to the date on which such payment is
      immediately available to the L/C Issuer at a rate per annum equal to the
      Federal Funds Rate from time to time in effect. A certificate of the L/C
      Issuer submitted to any Lender (through the Administrative Agent) with
      respect to any amounts owing under this clause (vi) shall be conclusive
      absent manifest error.

      (d) Repayment of Participations.

            (i) At any time after the L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.03(c), if
      the Administrative Agent receives for the account of the L/C Issuer any
      payment in respect of the related Unreimbursed Amount or interest thereon
      (whether directly from the Borrower or otherwise, including proceeds of
      Cash Collateral applied thereto by the Administrative Agent), the
      Administrative Agent will distribute to such Lender its Applicable
      Percentage thereof (appropriately adjusted, in the case of interest
      payments, to reflect the period of time during which such Lender's L/C
      Advance was outstanding) in the same funds as those received by the
      Administrative Agent.

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<PAGE>

            (ii) If any payment received by the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
      returned under any of the circumstances described in Section 11.06
      (including pursuant to any settlement entered into by the L/C Issuer in
      its discretion), each Lender shall pay to the Administrative Agent for the
      account of the L/C Issuer its Applicable Percentage thereof on demand of
      the Administrative Agent, plus interest thereon from the date of such
      demand to the date such amount is returned by such Lender, at a rate per
      annum equal to the Federal Funds Rate from time to time in effect.

      (e) Obligations Absolute. The obligation of the Borrower to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

            (i) any lack of validity or enforceability of such Letter of Credit,
      this Agreement, or any other Loan Document;

            (ii) the existence of any claim, counterclaim, set-off, defense or
      other right that the Borrower or any Subsidiary may have at any time
      against any beneficiary or any transferee of such Letter of Credit (or any
      Person for whom any such beneficiary or any such transferee may be
      acting), the L/C Issuer or any other Person, whether in connection with
      this Agreement, the transactions contemplated hereby or by such Letter of
      Credit or any agreement or instrument relating thereto, or any unrelated
      transaction;

            (iii) any draft, demand, certificate or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

            (iv) any payment by the L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by the
      L/C Issuer under such Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law; or

            (v) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, the
      Borrower or any Subsidiary.

      The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

      (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
any Agent-Related Person nor any of the respective correspondents, participants
or assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, any
Agent-Related Person, nor any of the respective correspondents, participants or

                                       33
<PAGE>

assignees of the L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower which
the Borrower proves were caused by the L/C Issuer's willful misconduct or gross
negligence or the L/C Issuer's willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

      (g) Cash Collateral. Upon the request of the Administrative Agent, (i) if
the L/C Issuer has honored any full or partial drawing request under any Letter
of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
the Letter of Credit Expiration Date, any Letter of Credit for any reason
remains outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case
may be). Sections 2.05 and 9.02(c) set forth certain additional requirements to
deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section
2.05 and Section 9.02(c), "Cash Collateralize" means to pledge and deposit with
or deliver to the Administrative Agent, for the benefit of the L/C Issuer and
the Lenders, as collateral for the L/C Obligations, cash or deposit account
balances pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Lenders). Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the L/C
Issuer and the Lenders, a security interest in all such cash, deposit accounts
and all balances therein and all proceeds of the foregoing. Cash Collateral
shall be maintained in blocked, non-interest bearing deposit accounts at Bank of
America.

      (h) Applicability of ISP. Unless otherwise expressly agreed by the L/C
Issuer and the Borrower when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), the rules of the ISP
shall apply to each Letter of Credit.

      (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage a Letter of Credit fee (the "Letter of Credit Fee") for each Letter
of Credit equal to the Applicable Margin times the daily amount available to be
drawn under such Letter of Credit. For the purposes of computing the daily
amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.06. Letter of
Credit Fees shall be (i) computed on a quarterly basis in arrears, and (ii) due
and payable on the first Business Day after the end of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. If there is any change in the Applicable Margin during any
quarter, the daily amount available to be drawn under each Letter of Credit
shall be computed and multiplied by the Applicable Margin separately for each
period during such quarter that such Applicable Margin was in effect.
Notwithstanding anything to the contrary contained herein, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

      (j) Fronting Fee and Processing Charges Payable to L/C Issuer. The
Borrower shall, in connection with the issuance or extension (whether or not
pursuant to an automatic extension) of each Letter of Credit, pay directly to
the L/C Issuer for its own account a fronting fee for each Letter of Credit
equal to the greater of (i) $1,500.00 and (ii) 0.125% times the maximum amount
available to be drawn under such Letter of Credit (whether or not such maximum
amount is then in effect with respect to such Letter of Credit). Such fronting
fee shall be payable upon issuance or extension of the applicable Letter of
Credit. For the purposes of computing the daily amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06. In addition to the foregoing, the
Borrower shall pay directly to the L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of the L/C Issuer relating to letters of credit as from time
to time in effect. Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.

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<PAGE>

      (k) Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Documents, the terms hereof shall
control.

      (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Borrower shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Borrower hereby acknowledges that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the
Borrower, and that the Borrower's business derives substantial benefits from the
businesses of such Subsidiaries.

      2.04 INTENTIONALLY OMITTED.

      2.05 PREPAYMENTS.

      (a) Voluntary Prepayments of Loans. The Borrower may, upon notice to the
Administrative Agent, at any time or from time to time (i) voluntarily prepay
Base Rate Loans in whole or in part without premium or penalty, and (ii) subject
to Section 3.05 hereof, voluntarily prepay Eurodollar Rate Loans in whole or in
part on the last day of the applicable Interest Period without premium or
penalty; provided that (i) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (A) three Business Days prior to any date of
prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base
Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if
less, the entire principal amount thereof then outstanding); (iii) any
prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof (or, if less, the entire principal
amount thereof then outstanding); and (iv) any prepayment of the Term Loan shall
be applied ratably to the Term Loan. Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender's Applicable Percentage of such
prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts required pursuant to Section 3.05. Each such
prepayment shall be applied to the Committed Loans of the Lenders in accordance
with their respective Applicable Percentages.

      (b) Mandatory Prepayments.

            (i) Aggregate Revolving Commitments. If for any reason the Total
      Revolving Outstandings at any time exceed the Aggregate Revolving
      Commitments then in effect, the Borrower shall immediately prepay
      Revolving Loans and/or Cash Collateralize the L/C Obligations in an
      aggregate amount equal to such excess; provided, however, that the
      Borrower shall not be required to Cash Collateralize the L/C Obligations
      pursuant to this Section 2.05(b)(i) unless after the prepayment in full of
      the Revolving Loans the Total Revolving Outstandings exceed the Letter of
      Credit Sublimit.

            (ii) Maximum Term Loan Amount Exceeded. If for any reason (A) the
      Total Term Loan Outstandings plus the aggregate amount of Aggregate TL
      Principal Payments as of any date of determination exceed (B) the
      Aggregate TL Commitments plus the Aggregate TL Borrowings as of such date,
      the Borrower shall immediately prepay the Term Loans in an aggregate
      amount equal to such excess.

            (iii) Total Facility Outstandings. If for any reason the Total
      Facility Outstandings as of any date of determination exceed the Borrowing
      Base as of such date, the Borrower shall immediately prepay the Term Loans
      or Revolving Loans and/or Cash Collateralize the L/C Obligations in an
      aggregate amount equal to such excess; provided, however, that the
      Borrower shall not be required to Cash Collateralize the L/C Obligations
      pursuant to this Section 2.05(b)(iii) unless after the prepayment in full
      of the Term Loans and Revolving Loans the remaining L/C Obligations exceed
      the Letter of Credit Sublimit.

            (iv) Borrowing Base Property Dispositions.

                                       35
<PAGE>

                  (A) Upon the Disposition of any Borrowing Base Property, the
            Borrower shall, immediately upon the receipt of the Net Cash
            Proceeds related thereto (and, in any case, not later than the day
            following the date on which an applicable Disposition occurs) prepay
            the Term Loans or Revolving Loans and/or Cash Collateralize the L/C
            Obligations in an aggregate amount equal to the lesser of (1) 100.0%
            of such Net Cash Proceeds and (2) the amount of the prepayment
            required to cause the Total Facility Outstandings as of the date of
            such prepayment to be equal to or less than fifty percent (50.0%) of
            the then-applicable BBP Value. Notwithstanding anything to the
            contrary contained herein, upon the first occurrence of any such
            Disposition of a Borrowing Base Property, the percentage referenced
            in clause (b) of the definition of the term "Borrowing Base"
            contained in Section 1.01 shall, immediately upon the consummation
            of such Disposition, be irrevocably reduced from sixty percent
            (60.0%) to fifty percent (50.0%). Further, all Dispositions of
            Borrowing Base Properties hereunder remain subject to the terms and
            conditions set forth in Section 8.05 (including, without limitation,
            the timely delivery by the Borrower of a Pro Forma Compliance
            Certificate giving Pro Forma Effect to such Disposition). The
            Administrative Agent shall, in connection with any assertion or
            claim by the Borrower that it is entitled to prepay an amount that
            is less than 100% of the Net Cash Proceeds with respect to any
            Disposition of a Borrowing Base Property, have the right to obtain,
            at the expense of the Borrower, a new appraisal with respect to any
            one or more of the remaining Borrowing Base Properties as of such
            date for recalculation of the Appraised Values associated therewith
            (such appraisal to be in form and substance acceptable to the
            Administrative Agent, in its discretion). The Borrower shall,
            pending the completion of such re-appraisals, deposit 100.0% of the
            Net Cash Proceeds related to such Disposition in an account
            controlled by the Administrative Agent to be held in escrow pending
            the final determination of the new Appraised Values for the
            remaining Borrowing Base Properties and shall execute any and all
            other documents, instruments or agreements requested by
            Administrative Agent in connection with such account or to establish
            Administrative Agent's rights with respect thereto. Upon the final
            determination of the new Appraised Values for the remaining
            Borrowing Base Properties, the Administrative Agent shall release
            any amount of such Net Cash Proceeds to which the Borrower may be
            entitled pursuant to the proviso set forth above.

                  (B) In addition to any prepayments required pursuant to item
            (A) above, to the extent any Net Cash Proceeds from the Disposition
            of a Borrowing Base Property are applied to pay down any
            Indebtedness of any Loan Party or any of their Subsidiaries, such
            Net Cash Proceeds shall be applied to discharge or otherwise prepay
            the Obligations prior to any payment being made against any
            Indebtedness evidenced by or related to any Senior Note Indenture.

            (v) Casualty and Condemnation Events Related to Borrowing Base
      Properties. The Borrower shall deliver to the Administrative Agent the Net
      Cash Proceeds related to any Involuntary Disposition with respect to any
      Borrowing Base Property immediately upon the receipt of such Net Cash
      Proceeds. Such Net Cash Proceeds will be held in escrow by the
      Administrative Agent subject to the terms of Section 7.07 hereof. If the
      Borrower and Loan Parties elect, pursuant to Section 7.07 hereof, not to
      fully rebuild, reconstruct and otherwise restore the applicable Borrowing
      Base Property with such Net Cash Proceeds, such Net Cash Proceeds will,
      following the sixty (60) day decision period provided the Borrower in such
      Section 7.07 or upon the written direction of the Borrower, be applied to
      the Obligations in the manner described in subsection (vi) below except to
      the extent that (A) such prepayment would be in an amount that would
      necessarily result in a paydown of the principal balance of the Term Loans
      (assuming the Borrower's election to cause such proceeds to be first
      applied to the Revolving Loans and the Cash Collateralization of the L/C
      Obligations); (B) the Borrower delivers to the Administrative Agent, prior
      to the end of such sixty (60) day period and prior to its delivery of any
      written direction for application of the funds against the Obligations, a
      request for the re-appraisal of such Borrowing Base Property (which such
      appraisal shall constitute an appraisal obtained in connection with a
      casualty or condemnation event pursuant to Section 7.12 hereof) and return
      of any Net Cash Proceeds held by the Administrative Agent which would
      otherwise necessarily be used for the prepayment of the Term Loans; (C)
      there exists, at the time of the Borrower's written request and upon
      receipt of such new appraisal, no Default or Event of Default hereunder;
      (D) the Borrowing Base, once calculated taking into account such new
      appraisal, is sufficient to cover the Total Facility Outstandings as of
      the date on which such new appraisal is obtained. If Borrower provides a
      request pursuant to item (B) above, the Net Cash Proceeds

                                       36
<PAGE>

      held in escrow by the Administrative Agent (1) shall, upon the receipt of
      the Borrower's request pursuant to item (B) above, be applied, to the
      extent possible, to the outstanding Revolving Loans and to the Cash
      Collateralization of the L/C Obligations; and (2) if items (A) - (D) are
      fully satisfied, the excess proceeds remaining after application to the
      Revolving Loans and to the Cash Collateralization of the L/C Obligations
      shall be returned to the Borrower. To the extent the Borrower delivers a
      request pursuant to item (B) above and the new appraisal obtained shows
      that the Borrowing Base is not sufficient to cover the Total Facility
      Outstandings, the remaining amount held by the Administrative Agent in
      escrow shall be immediately applied to the Obligations in accordance with
      subclause (vi) below. The parties hereto each acknowledge and agree that
      the funds held by the Administrative Agent in escrow shall, at all times
      prior to application to the Obligations or return to the Borrower, be
      subject to a first priority security interest in favor of the
      Administrative Agent for the benefit of the Secured Parties.

            (vi) Application of Mandatory Prepayments. All amounts required to
      be paid pursuant to this Section 2.05(b) shall be applied as follows:

                  (A) with respect to all amounts prepaid pursuant to Section
            2.05(b)(i), to Revolving Loans and (after all Revolving Loans have
            been repaid) to Cash Collateralize L/C Obligations;

                  (B) with respect to all amounts prepaid pursuant to Section
            2.05(b)(ii), to Term Loans; and

                  (C) with respect to all amounts prepaid pursuant to Sections
            2.05(b)(iii), (iv) or (v), to Term Loans or Revolving Loans (at the
            option and written direction of the Borrower delivered concurrently
            with such prepayment) and (after all Term Loans and Revolving Loans
            have been repaid) to Cash Collateralize L/C Obligations; provided,
            that to the extent no direction is given by Borrower with respect to
            the application of any such prepayments, such prepayments shall be
            applied first, to the Revolving Loans and, second, to the Term
            Loans.

      Within the parameters of the applications set forth above, prepayments
      shall be applied first to Base Rate Loans and then to Eurodollar Rate
      Loans in direct order of Interest Period maturities. All prepayments under
      this Section 2.05(b) shall be subject to Section 3.05, but otherwise
      without premium or penalty, and shall be accompanied by interest on the
      principal amount prepaid through the date of prepayment.

            (vii) Prepayment Account. If the Borrower is required to make a
      mandatory prepayment of Eurodollar Rate Loans under this Section 2.05(b),
      the Borrower shall have the right, in lieu of making such prepayment in
      full, to deposit an amount equal to such mandatory prepayment with the
      Administrative Agent in a cash collateral account maintained (pursuant to
      documentation reasonably satisfactory to the Administrative Agent) by and
      in the sole dominion and control of the Administrative Agent. Any amounts
      so deposited shall be held by the Administrative Agent as collateral for
      the prepayment of such Eurodollar Rate Loans and shall be applied to the
      prepayment of the applicable Eurodollar Rate Loans at the end of the
      current Interest Periods applicable thereto. At the request of the
      Borrower, amounts so deposited shall be invested by the Administrative
      Agent in Cash Equivalents maturing prior to the date or dates on which it
      is anticipated that such amounts will be applied to prepay such Eurodollar
      Rate Loans; any interest earned on such Cash Equivalents will be for the
      account of the Borrower and the Borrower will deposit with the
      Administrative Agent the amount of any loss on any such Cash Equivalents
      to the extent necessary in order that the amount of the prepayment to be
      made with the deposited amounts may not be reduced.

            (viii) Availability. Without limiting the provisions contained in
      Section 2.05(b)(iv) relating to the reduction of the percentages used in
      determining the Borrowing Base, prepayments of the Revolving Loans made
      pursuant to this Section 2.05(b) shall not be deemed to permanently reduce
      the Revolving Commitments.

      2.06 TERMINATION, REDUCTION OR INCREASE OF COMMITMENTS.

      (a) Voluntary Reductions. The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Revolving Commitments or the
remaining Aggregate TL Commitments, or from time to time

                                       37
<PAGE>

permanently reduce the Aggregate Revolving Commitments or Aggregate TL
Commitments; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess
thereof, (iii) the Borrower shall not terminate or reduce the Aggregate
Revolving Commitments or Aggregate TL Commitments if, after giving effect
thereto and to any concurrent prepayments hereunder, (A) with respect to the
termination or reduction of any of the Aggregate Revolving Commitments, the
Total Revolving Outstandings would exceed the Aggregate Revolving Commitments,
or (B) with respect to any Commitment reduction or termination, the Total
Facility Outstandings would exceed the Borrowing Base, and (iv) if, after giving
effect to any reduction of the Aggregate Revolving Commitments, the Letter of
Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, the
Letter of Credit Sublimit shall be automatically reduced by the amount of such
excess.

      (b) Voluntary Increases. Following the Closing Date, the Aggregate
Revolving Commitments or the Aggregate TL Commitments may, at the option of the
Borrower, be increased by an aggregate amount of up to $300,000,000.00 (with the
total amount of such increase (up to a total of $300,000,000.00 across the
Aggregate Revolving Commitments and Aggregate TL Commitments) and the allocation
of such increase between the Aggregate Revolving Commitments and Aggregate TL
Commitments to be at the option of the Borrower; provided, however, that
notwithstanding the foregoing, the amount of any requested increase under this
clause (b) shall be equal to or in excess of $10,000,000 or $500,000 increments
in excess thereof) if:

            (i) to the extent it desires to increase one or both of the
      Aggregate Revolving Commitments or the Aggregate TL Commitments, the
      Borrower, on or before the date occurring one year prior to the Maturity
      Date, shall request such increase in writing to the Administrative Agent
      and shall specify therein its desired allocation of such increase between
      the Aggregate Revolving Commitments and Aggregate TL Commitments;

            (ii) BAS is able, within ninety (90) days of receiving an increase
      request pursuant to subclause (i) above, to syndicate the amount of such
      increase (A) to one or more Lenders or one or more financial institutions
      qualifying as an Eligible Assignee and otherwise acceptable to the
      Borrower, Administrative Agent and BAS and (B) in a manner otherwise in
      accordance with the terms and conditions set forth in the Fee Letter;
      provided, that the Borrower shall pay all fees, costs and expenses due and
      owing pursuant to the terms of the Fee Letter regardless of whether BAS is
      able to syndicate the amount of the requested increase;

            (iii) such increase does not increase the amount of the Revolving
      Commitment or Term Loan Commitment of any Lender without the written
      consent of such Lender;

            (iv) the Borrower executes a signature page to this Agreement and/or
      new Notes reflecting the increase in the Aggregate Revolving Commitments
      and/or Aggregate TL Commitments (in each case, to the extent requested by
      the Administrative Agent or any Lender in connection with the
      documentation of such increase) and executes such other amendments to the
      Loan Documents as are reasonably deemed necessary by the Administrative
      Agent;

            (v) no Default or Event of Default exists as of the date of such
      request or as of the date on which such increase is to occur; and

            (vi) the Borrower pays to BAS (or such other parties entitled
      thereto) all fees required in connection with such increase in the
      Aggregate Revolving Commitments and/or Aggregate TL Commitments (including
      those set forth in the Fee Letter and any other fees agreed to between the
      Borrower and BAS) and all costs and expenses (including attorneys' costs
      and fees) incurred by the Administrative Agent in documenting or
      implementing such increase.

      Notwithstanding anything contained herein to the contrary, the Borrower
may make a request for increase (whether with respect to the Aggregate Revolving
Commitments, the Aggregate TL Commitments or both) pursuant to this Section
2.06(b) not more than once during the term of this Agreement.

      Upon the effectiveness of any increase in the Aggregate Revolving
Commitments or the Aggregate TL Commitments pursuant to this section, all of the
terms and conditions of the Loan Documents shall apply to the such

                                       38
<PAGE>

increased amounts as if such amounts were in effect as of the date hereof. Each
Lender that may be a party hereto from time to time hereby acknowledges that the
Aggregate Revolving Commitments or the Aggregate TL Commitments may be increased
pursuant to this Section 2.05(b) regardless of whether such Lender approves such
increase or increases its Revolving Commitment or Aggregate TL Commitments
hereunder.

      (c) General. The Administrative Agent will promptly notify the Lenders of
any such notice of termination, reduction or increase of the Aggregate Revolving
Commitments or Aggregate TL Commitments (as applicable). Any reduction of the
Aggregate Revolving Commitments shall be applied to the Revolving Commitment of
each Lender according to its Applicable Percentage and any reduction of the
Aggregate TL Commitments shall be applied to the Term Loan Commitment of each
Lender according to its Applicable Percentage. All Unused Fees accrued until the
effective date of any termination of the Aggregate Revolving Commitments or
Aggregate TL Commitments shall be paid on the effective date of such
termination. To the extent the Aggregate Revolving Commitments or the Aggregate
TL Commitments are increased pursuant to clause (b) above, all Lenders
(including both previously-existing and new Lenders) shall receive new Notes
reflecting their respective Commitments and new Lenders shall, to the extent
necessary to cause the outstanding principal amount of the Obligations allocable
to each Lender to equal each such Lender's Applicable Percentage, fund Term
Loans or Revolving Loans (as applicable) directly to the other Lenders, as
directed by the Administrative Agent. The Loan Parties hereby agree to execute
and deliver any new Notes required pursuant to this Section 2.05 to evidence the
Loans made by the Lenders and acknowledge, consent and agree to the funding by
any new Lenders of Term Loans or Revolving Loans pursuant to the previous
sentence for the purpose of causing the Outstanding Amount thereof to equal each
Lender's Applicable Percentage.

      2.07 REPAYMENT OF LOANS.

      (a) Revolving Loans. The Borrower shall repay to the Lenders on the
Maturity Date the aggregate principal amount of Revolving Loans outstanding on
such date.

      (b) Term Loans. The Borrower shall repay to the Lenders on the Maturity
Date the aggregate principal amount of the Term Loans outstanding on such date.

      2.08 INTEREST.

      (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Margin; and (ii) each Base Rate Loan shall
bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Margin.

      (b)    (i)    If any amount of principal of any Loan is not paid when due
      (without regard to any applicable grace periods), whether at stated
      maturity, by acceleration or otherwise, such amount shall thereafter bear
      interest at a fluctuating interest rate per annum at all times equal to
      the Default Rate to the fullest extent permitted by applicable Laws.

            (ii) If any amount (other than principal of any Loan ) payable by
      the Borrower under any Loan Document is not paid when due (without regard
      to any applicable grace periods), whether at stated maturity, by
      acceleration or otherwise, then, unless otherwise agreed to by the
      Required Lenders, such amount shall thereafter bear interest at a
      fluctuating interest rate per annum at all times equal to the Default Rate
      to the fullest extent permitted by applicable Laws.

            (iii) Upon the request of the Required Lenders, while any Event of
      Default (other than an Event of Default predicated on the failure of the
      Borrower to pay amounts due under the Loan Documents, as addressed in
      subclauses (i) and (ii) above) exists, the Borrower shall pay interest on
      the principal amount of all outstanding Obligations hereunder at a
      fluctuating interest rate per annum at all times equal to the Default Rate
      to the fullest extent permitted by applicable Laws.

                                       39
<PAGE>

            (iv) Accrued and unpaid interest on past due amounts (including
      interest on past due interest) shall be due and payable upon demand.

      (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.09 FEES.

      In addition to certain fees described in subsections (i) and (j) of
Section 2.03:

      (a) Revolver Unused Fees. The Borrower shall, for each day during the term
of this Agreement on which there exist any Revolving Commitments, pay to the
Administrative Agent for the account of each Lender holding a Revolving
Commitment (in accordance with such Lender's Applicable Percentage thereof), an
unused fee (the "Revolver Unused Fee") equal to the applicable Unused Rate times
the actual daily amount by which the Aggregate Revolving Commitments exceed the
Total Revolver Outstandings as of such date. The Revolver Unused Fee shall
accrue at all times during the term of this Agreement on which there exist any
Revolving Commitments, including at any time during which one or more of the
conditions in Article V is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the
Maturity Date. The Revolver Unused Fee shall be calculated quarterly in arrears,
based on the applicable daily Unused Rates during each day of such quarter.

      (b) Term Loan Unused Fees. The Borrower shall, for each day during the
term of this Agreement on which there exist any Aggregate TL Commitments, pay to
the Administrative Agent for the account of each Lender holding a Term Loan
Commitment (in accordance with such Lender's Applicable Percentage thereof), an
unused fee (the "TL Unused Fee") equal to the applicable Unused Rate times the
actual daily amount of the Aggregate TL Commitments as of such date. The TL
Unused Fee shall accrue at all times during the term of this Agreement on which
there exist any Term Loan Commitments, including at any time during which one or
more of the conditions in Article V is not met, and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the Maturity Date. The TL Unused Fee shall be calculated quarterly in
arrears, based on the applicable daily Unused Rates during each day of such
quarter.

      (c) Other Fees. The Borrower shall pay to BAS and the Administrative Agent
for their own respective accounts fees in the amounts and at the times specified
in the Fee Letter (without duplication of fees otherwise referenced herein).
Such fees shall be fully earned when paid and shall not be refundable for any
reason whatsoever.

      2.10 COMPUTATION OF INTEREST AND FEES.

      All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.12(a), bear interest for one day. Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.

      2.11 EVIDENCE OF DEBT.

      (a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest

                                       40
<PAGE>

error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender made through
the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a promissory note which shall evidence such
Lender's Loans in addition to such accounts or records. Each such promissory
note shall (i) in the case of Revolving Loans, be in the form of Exhibit D-1 (a
"Revolving Note"), and (ii) in the case of the Term Loan, be in the form of
Exhibit D-2 (a "Term Note"). Each Lender may attach schedules to its Note and
endorse thereon the date, Type (if applicable), amount and maturity of its Loans
and payments with respect thereto.

      (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit. In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest
error.

      2.12 PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

      (a) General. All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 2:00 p.m. on
the date specified herein. The Administrative Agent will promptly distribute to
each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such
Lender's Lending Office. All payments received by the Administrative Agent after
2:00 p.m. shall be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue.If any payment to be made by
the Borrower shall come due on a day other than a Business Day, payment shall be
made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be.

      (b) Fundings and Payments; Presumptions by Administrative Agent.

            (i) Funding by Lenders. Unless the Administrative Agent shall have
      received notice from a Lender prior to the proposed date of any Committed
      Borrowing that such Lender will not make available to the Administrative
      Agent such Lender's share of such Committed Borrowing, the Administrative
      Agent may assume that such Lender has made such share available on such
      date in accordance with Section 2.02 and may, in reliance upon such
      assumption, make available to the Borrower a corresponding amount. In such
      event, if a Lender has not in fact made its share of the applicable
      Committed Borrowing available to the Administrative Agent, then the
      applicable Lender and the Borrower severally agree to pay to the
      Administrative Agent forthwith on demand such corresponding amount in
      immediately available funds with interest thereon, for each day from and
      including the date such amount is made available to the Borrower to but
      excluding the date of payment to the Administrative Agent, at (A) in the
      case of a payment to be made by such Lender, the greater of the Federal
      Funds Rate and a rate determined by the Administrative Agent in accordance
      with banking industry rules on interbank compensation and (B) in the case
      of a payment to be made by the Borrower, the interest rate applicable to
      Base Rate Loans. If the Borrower and such Lender shall pay such interest
      to the Administrative Agent for the same or an overlapping period, the
      Administrative Agent shall promptly remit to the Borrower the amount of
      such interest paid by the Borrower for such period. If such Lender pays
      its share of the applicable Committed Borrowing to the Administrative
      Agent, then the amount so paid shall constitute such Lender's Loan
      included in such Committed Borrowing. Any payment by the Borrower shall be
      without prejudice to any claim the Borrower may have against a Lender that
      shall have failed to make such payment to the Administrative Agent.

                                       41
<PAGE>

                  (ii) Payments by Borrower. Unless the Administrative Agent
         shall have received notice from the Borrower prior to the date on which
         any payment is due to the Administrative Agent for the account of the
         Lenders or the L/C Issuer hereunder that the Borrower will not make
         such payment, the Administrative Agent may assume that the Borrower has
         made such payment on such date in accordance herewith and may, in
         reliance upon such assumption, distribute to the Lenders or the L/C
         Issuer, as the case may be, the amount due. In such event, if the
         Borrower has not in fact made such payment, then each of the Lenders or
         the L/C Issuer, as the case may be, severally agrees to repay to the
         Administrative Agent forthwith on demand the amount so distributed to
         such Lender or the L/C Issuer, in immediately available funds with
         interest thereon, for each day from and including the date such amount
         is distributed to it to but excluding the date of payment to the
         Administrative Agent, at the greater of the Federal Funds Rate and a
         rate determined by the Administrative Agent in accordance with banking
         industry rules on interbank compensation.

      A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.

      (c) Failure to Satisfy Conditions Precedent. If any Lender makes available
to the Administrative Agent funds for any Loan to be made by such Lender as
provided in the foregoing provisions of this Article II, and such funds are not
made available to the Borrower by the Administrative Agent because the
conditions to the applicable Credit Extension set forth in Article V are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

      (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans and to fund participations in Letters of
Credit and to make payments pursuant to Section 11.04(c) are several and not
joint. The failure of any Lender to make any Committed Loan, to fund any such
participation or to make any payment under Section 11.04(c) on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Committed Loan, purchase its participation or make
its payment pursuant to Section 11.04(c).

      (e) Funding Source. Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

      2.13 SHARING OF PAYMENTS BY LENDERS.

      If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
the Committed Loans made by it, or the participations in L/C Obligations held by
it resulting in such Lender's receiving payment of a proportion of the aggregate
amount of such Committed Loans or participations and accrued interest thereon
greater than its pro rata share thereof as provided herein, then the Lender
receiving such greater proportion shall (a) notify the Administrative Agent of
such fact, and (b) purchase (for cash at face value) participations in the Loans
and subparticipations in L/C Obligations of the other Lenders, or make such
other adjustments as shall be equitable, so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Committed Loans
and other amounts owing them, provided that:

            (i) if any such participations or subparticipations are purchased
      and all or any portion of the payment giving rise thereto is recovered,
      such participations or subparticipations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest;
      and

            (ii) the provisions of this Section shall not be construed to apply
      to (x) any payment made by the Borrower pursuant to and in accordance with
      the express terms of this Agreement or (y) any payment obtained by a
      Lender as consideration for the assignment of or sale of a participation
      in any of its Committed Loans or subparticipations in L/C Obligations to
      any assignee or participant, other than to the Borrower or any Subsidiary
      thereof (as to which the provisions of this Section shall apply).

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<PAGE>

Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.

                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 TAXES.

      (a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without reduction or withholding for any Indemnified
Taxes or Other Taxes, provided that if the Borrower shall be required by
applicable law to deduct any Indemnified Taxes (including any Other Taxes) from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall timely pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

      (b) Payment of Other Taxes by the Borrower. Without limiting the
provisions of subsection (a) above, the Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.

      (c) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender or
the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error.

      (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

      (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.

      Without limiting the generality of the foregoing, in the event that the
Borrower is resident for tax purposes in the United States, any Foreign Lender
shall deliver to the Borrower and the Administrative Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Borrower or the

                                       43
<PAGE>

Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:

            (i) duly completed copies of Internal Revenue Service Form W-8BEN
      claiming eligibility for benefits of an income tax treaty to which the
      United States is a party,

            (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

            (iii) in the case of a Foreign Lender claiming the benefits of the
      exemption for portfolio interest under section 881(c) of the Code, (x) a
      certificate to the effect that such Foreign Lender is not (A) a "bank"
      within the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent
      shareholder" of the Borrower within the meaning of section 881(c)(3)(B) of
      the Code, or (C) a "controlled foreign corporation" described in section
      881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue
      Service Form W-8BEN, or

            (iv) any other form prescribed by applicable law as a basis for
      claiming exemption from or a reduction in United States Federal
      withholding tax duly completed together with such supplementary
      documentation as may be prescribed by applicable law to permit the
      Borrower to determine the withholding or deduction required to be made.

      (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender
or the L/C Issuer determines, in its sole discretion, that it has received a
refund of any Taxes or Other Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section, it shall pay to the Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts
paid, by the Borrower under this Section with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the Borrower, upon the
request of the Administrative Agent, such Lender or the L/C Issuer, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority. This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other Person.

      3.02 ILLEGALITY.

      If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to
determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted.

      3.03 INABILITY TO DETERMINE RATES.

      If the Required Lenders determine that for any reason in connection with
any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof that (a) Dollar deposits are not being offered to banks in the London
interbank eurodollar market for the applicable amount and Interest Period of
such Eurodollar Rate Loan,

                                       44
<PAGE>

(b) adequate and reasonable means do not exist for determining the Eurodollar
Rate for any requested Interest Period with respect to a proposed Eurodollar
Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, the Administrative Agent
will promptly so notify the Borrower and each Lender. Thereafter, the obligation
of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended
until the Administrative Agent (upon the instruction of the Required Lenders)
revokes such notice. Upon receipt of such notice, the Borrower may revoke any
pending request for a Borrowing of, conversion to or continuation of Eurodollar
Rate Loans or, failing that, will be deemed to have converted such request into
a request for a Borrowing of Base Rate Loans in the amount specified therein.

      3.04 INCREASED COSTS.

      (a) Increased Costs Generally. If any Change in Law shall:

      (i) impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or credit extended or participated in by,
any Lender (except any reserve requirement contemplated by Section 3.04(e)) or
the L/C Issuer;

      (ii) subject any Lender or the L/C Issuer to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any Eurodollar Loan made by it, or change
the basis of taxation of payments to such Lender or the L/C Issuer in respect
thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and
the imposition of, or any change in the rate of, any Excluded Tax payable by
such Lender or the L/C Issuer); or

      (iii) impose on any Lender or the L/C Issuer or the London interbank
market any other condition, cost or expense affecting this Agreement or
Eurodollar Loans made by such Lender or any Letter of Credit or participation
therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Borrower will
pay to such Lender or the L/C Issuer, as the case may be, such additional amount
or amounts as will compensate such Lender or the L/C Issuer, as the case may be,
for such additional costs incurred or reduction suffered.

      (b) Capital Requirements. If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender's or the L/C Issuer's holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the L/C Issuer's capital or on the capital of such
Lender's or the L/C Issuer's holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender's or the L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender's or the L/C Issuer's holding company for any such reduction
suffered.

      (c) Certificates for Reimbursement. A certificate of a Lender or the L/C
Issuer setting forth the amount or amounts necessary to compensate such Lender
or the L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Borrower shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the L/C
Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.

                                       45
<PAGE>

      (d) Delay in Requests. Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided that the Borrower shall not be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more than
nine months prior to the date that such Lender or the L/C Issuer, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's or the L/C Issuer's intention to claim
compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the nine-month period
referred to above shall be extended to include the period of retroactive effect
thereof).

      (e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each
Lender, as long as such Lender shall be required to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds
or deposits (currently known as "Eurocurrency liabilities"), additional interest
on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual
costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which shall
be due and payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least 10 days' prior notice (with a
copy to the Administrative Agent) of such additional interest from such Lender.
If a Lender fails to give notice 10 days prior to the relevant Interest Payment
Date, such additional interest shall be due and payable 10 days from receipt of
such notice.

      3.05 COMPENSATION FOR LOSSES.

      Upon demand of any Lender (with a copy to the Administrative Agent) from
time to time, the Borrower shall promptly compensate such Lender for and hold
such Lender harmless from any loss, cost or expense incurred by it as a result
of:

            (a) any continuation, conversion, payment or prepayment of any Loan
      other than a Base Rate Loan on a day other than the last day of the
      Interest Period for such Loan (whether voluntary, mandatory, automatic, by
      reason of acceleration, or otherwise);

            (b) any failure by the Borrower (for a reason other than the failure
      of such Lender to make a Loan) to prepay, borrow, continue or convert any
      Loan other than a Base Rate Loan on the date or in the amount notified by
      the Borrower; or

            (c) any assignment or other termination of a Eurodollar Rate Loan on
      a day other than the last day of the Interest Period therefor as a result
      of a request by the Borrower pursuant to Section 11.13 or in connection
      with Section 2.06(b);

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the London interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was
in fact so funded.

      3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

      (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then such Lender shall use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to

                                       46
<PAGE>

Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need
for the notice pursuant to Section 3.02, as applicable, and (ii) in each case,
would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

      (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, the Borrower may replace such Lender in accordance with Section
11.13.

      3.07 SURVIVAL.

      All of the Borrower's obligations under this Article III shall survive
termination of the Aggregate Revolving Commitments and repayment of all other
Obligations hereunder.

                                   ARTICLE IV
                                    GUARANTY

      4.01 THE GUARANTY.

      Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Swap Contract, and the
Administrative Agent as hereinafter provided, as primary obligor and not as
surety, the prompt payment of the Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance with the terms thereof.
The Guarantors hereby further agree that if any of the Obligations are not paid
in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise), the
Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Obligations, the same will be promptly paid in
full when due (whether at extended maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) in accordance
with the terms of such extension or renewal.

      Notwithstanding any provision to the contrary contained herein or in any
other of the Loan Documents or Swap Contracts, the obligations of each Guarantor
under this Agreement and the other Loan Documents shall be limited to an
aggregate amount equal to the largest amount that would not render such
obligations subject to avoidance under the Debtor Relief Laws, any comparable
provisions of any applicable state Law or any applicable corporate or other
organizational Laws relating to the ability of an entity to approve and
authorize Guarantees or Indebtedness (or the effectiveness of any such approval
or authorization) in excess of an amount that would render such entity insolvent
or such other amount as may be established by such Law.

      4.02 OBLIGATIONS UNCONDITIONAL.

      The obligations of the Guarantors under Section 4.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents or Swap
Contracts, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 4.02 that the obligations of the
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Each Guarantor agrees that such Guarantor shall have no right of
subrogation, indemnity, reimbursement or contribution against the Borrower or
any other Guarantor for amounts paid under this Article IV until such time as
the Obligations have been Fully Satisfied. Without limiting the generality of
the foregoing, it is agreed that, to the fullest extent permitted by law, the
occurrence of any one or more of the following shall not alter or impair the
liability of any Guarantor hereunder which shall remain absolute and
unconditional as described above:

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<PAGE>

            (a) at any time or from time to time, without notice to any
      Guarantor, the time for any performance of or compliance with any of the
      Obligations shall be extended, or such performance or compliance shall be
      waived;

            (b) any of the acts mentioned in any of the provisions of any of the
      Loan Documents, any Swap Contract between any Consolidated Party and any
      Lender, or any Affiliate of a Lender, or any other agreement or instrument
      referred to in the Loan Documents or such Swap Contracts shall be done or
      omitted;

            (c) the maturity of any of the Obligations shall be accelerated, or
      any of the Obligations shall be modified, supplemented or amended in any
      respect, or any right under any of the Loan Documents, any Swap Contract
      between any Consolidated Party and any Lender, or any Affiliate of a
      Lender, or any other agreement or instrument referred to in the Loan
      Documents or such Swap Contracts shall be waived or any other guarantee of
      any of the Obligations or any security therefor shall be released,
      impaired or exchanged in whole or in part or otherwise dealt with;

            (d) any Lien granted to, or in favor of, the Administrative Agent or
      any Lender or Lenders as security for any of the Obligations shall fail to
      attach or be perfected; or

            (e) any of the Obligations shall be determined to be void or
      voidable (including, without limitation, for the benefit of any creditor
      of any Guarantor) or shall be subordinated to the claims of any Person
      (including, without limitation, any creditor of any Guarantor).

      With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent or any Lender
exhaust any right, power or remedy or proceed against any Person under any of
the Loan Documents, any Swap Contract between any Consolidated Party and any
Lender, or any Affiliate of a Lender, or any other agreement or instrument
referred to in the Loan Documents or such Swap Contracts, or against any other
Person under any other guarantee of, or security for, any of the Obligations.

      4.03 REINSTATEMENT.

      The obligations of the Guarantors under this Article IV shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be
otherwise restored by any holder of any of the Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise, and each
Guarantor agrees that it will indemnify the Administrative Agent and each Lender
on demand for all reasonable costs and expenses (including, without limitation,
fees and expenses of counsel) incurred by the Administrative Agent or such
Lender in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

      4.04 CERTAIN ADDITIONAL WAIVERS.

      Each Guarantor agrees that such Guarantor shall have no right of recourse
to security for the Obligations, except through the exercise of rights of
subrogation pursuant to Section 4.02 and through the exercise of rights of
contribution pursuant to Section 4.06.

      4.05 REMEDIES.

      The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Obligations may be declared to be forthwith due
and payable as provided in Section 9.02 (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section
9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Obligations from
becoming automatically due and payable) as against any other Person and that, in
the event of such declaration (or the Obligations being deemed to have become
automatically due and payable), the Obligations (whether or not due and payable
by any other Person) shall forthwith become due and payable by the Guarantors
for purposes of Section 4.01. The Guarantors acknowledge and agree that

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their obligations hereunder are secured in accordance with the terms of the
Collateral Documents and that the Lenders may exercise their remedies thereunder
in accordance with the terms thereof.

      4.06 RIGHTS OF CONTRIBUTION.

      The Guarantors hereby agree as among themselves that, in connection with
payments made hereunder, each Guarantor shall have a right of contribution from
each other Guarantor in accordance with applicable Law. Such contribution rights
shall be subordinate and subject in right of payment to the Obligations until
such time as the Obligations have been Fully Satisfied, and none of the
Guarantors shall exercise any such contribution rights until the Obligations
have been Fully Satisfied.

      4.07 GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

      The guarantee in this Article IV is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising.

                                    ARTICLE V
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      5.01 CONDITIONS OF CLOSING DATE AND INITIAL CREDIT EXTENSION.

      The occurrence of the Closing Date, the effectiveness of this Agreement
and the obligation of the L/C Issuer and each Lender to make its initial Credit
Extension hereunder is subject to satisfaction of the following conditions
precedent:

            (a) Loan Documents, Organization Documents, Etc. The Administrative
      Agent's receipt of the following, each of which shall be originals or
      telecopies (followed promptly by originals) unless otherwise specified,
      each properly executed by a Responsible Officer of the signing Loan Party,
      each dated the Closing Date (or, in the case of certificates of
      governmental officials, a recent date before the Closing Date) and each in
      form and substance satisfactory to the Administrative Agent and each of
      the Lenders:

                  (i) executed counterparts of this Agreement and the other Loan
            Documents (provided, that with respect to the Mortgage Instruments,
            the originals thereof shall have been delivered to title agents or
            other parties acceptable to the Administrative Agent for recording
            in the land records of the applicable jurisdictions in which the
            Borrowing Base Properties are located and the Administrative Agent
            shall have received fully executed copies of same);

                  (ii) Notes executed by the Borrower in favor of each Lender
            requesting same;

                  (iii) copies of the Organization Documents of each Loan Party
            certified to be true and complete as of a recent date by the
            appropriate Governmental Authority of the state or other
            jurisdiction of its incorporation or organization, where applicable,
            and certified by a secretary or assistant secretary of such Loan
            Party to be true and correct as of the Closing Date;

                  (iv) such certificates of resolutions or other action,
            incumbency certificates and/or other certificates of Responsible
            Officers of each Loan Party as the Administrative Agent may require
            evidencing the identity, authority and capacity of each Responsible
            Officer thereof authorized to act as a Responsible Officer in
            connection with this Agreement and the other Loan Documents to which
            such Loan Party is a party; and

                  (v) such documents and certifications as the Administrative
            Agent may reasonably require to evidence that each Loan Party is
            duly organized or formed, and is validly existing, in good standing
            and qualified to engage in business in (A) the jurisdiction of its
            incorporation or organization and (B) each jurisdiction where its
            ownership, lease or operation of properties or the

                                       49
<PAGE>

            conduct of its business requires such qualification, except to the
            extent that failure to do so could not reasonably be expected to
            have a Material Adverse Effect.

            (b) Opinions of Counsel. The Administrative Agent shall have
      received, in each case dated as of the Closing Date and in form and
      substance reasonably satisfactory to the Administrative Agent:

                  (i) a legal opinion of Bass, Berry & Sims, PLC, general
            counsel for the Loan Parties;

                  (ii) a legal opinion of special local counsel for each Loan
            Party not organized in the State of Tennessee or Delaware; and

                  (iii) a legal opinion of special local counsel for the Loan
            Parties for each state in which any Borrowing Base Property is
            located.

            (c) Personal Property Collateral. The Administrative Agent shall
            have received:

                  (i) searches of Uniform Commercial Code filings in the
            jurisdiction of organization of each Loan Party and each
            jurisdiction where any Collateral is located or where a filing would
            need to be made in order to perfect the Administrative Agent's
            security interest in the Collateral, copies of the financing
            statements on file in such jurisdictions and evidence that no Liens
            exist other than Permitted Liens;

                  (ii) duly executed UCC financing statements for each
            appropriate jurisdiction as is necessary, in the Administrative
            Agent's sole discretion, to perfect the Administrative Agent's
            security interest in the Collateral;

                  (iii) searches of ownership of, and Liens on, intellectual
            property of each Loan Party in the appropriate governmental offices;

                  (iv) all certificates evidencing any certificated Capital
            Stock pledged to the Administrative Agent pursuant to the Pledge
            Agreement, together with duly executed in blank, undated stock
            powers attached thereto;

                  (v) duly executed notices of grant of security interest in the
            form required by the Pledge Agreement as are necessary, in the
            Administrative Agent's sole discretion, to perfect the
            Administrative Agent's security interest in the Collateral;

                  (vi) all instruments and chattel paper (if any) in the
            possession of any of the Loan Parties, together with allonges or
            assignments as may be necessary or appropriate to perfect the
            Administrative Agent's security interest in the Collateral; and

                  (vii) duly executed consents as are necessary, in the
            Administrative Agent's sole discretion, to perfect the
            Administrative Agent's security interest in the Collateral.

      (d) Real Property Collateral. The Administrative Agent shall have
received, in form and substance reasonably satisfactory to the Administrative
Agent:

                  (i) fully executed and notarized mortgages, deeds of trust or
            deeds to secure debt (each, as the same may be amended, modified,
            restated or supplemented from time to time, a "Mortgage Instrument"
            and collectively the "Mortgage Instruments") encumbering the fee
            interest and/or leasehold interest of any Loan Party in each of the
            Borrowing Base Properties existing as of the Closing Date;

                  (ii) in the case of each real property leasehold interest of
            any Loan Party constituting a Borrowing Base Property, (A) such
            estoppel letters, consents and waivers from the landlords on such
            real property as may be required by the Administrative Agent, which
            estoppel

                                       50
<PAGE>

            letters shall be in the form and substance reasonably satisfactory
            to the Administrative Agent and (B) evidence that the applicable
            lease, a memorandum of lease with respect thereto, or other evidence
            of such lease in form and substance reasonably satisfactory to the
            Administrative Agent, has been or will be recorded in all places to
            the extent necessary or desirable, in the reasonable judgment of the
            Administrative Agent, so as to enable the Mortgage Instrument
            encumbering such leasehold interest to effectively create a valid
            and enforceable first priority lien (subject only to Liens
            acceptable to the Administrative Agent, in its discretion) on such
            leasehold interest in favor of the Administrative Agent (or such
            other Person as may be required or desired under local law) for the
            benefit of Lenders;

                  (iii) maps or plats of an ALTA (or other form acceptable to
            the Administrative Agent in its discretion) survey of the sites of
            the real property covered by the Mortgage Instruments certified to
            the Administrative Agent and the Title Insurance Company in a manner
            reasonably satisfactory to each of the Administrative Agent and the
            Title Insurance Company, dated a date reasonably satisfactory to
            each of the Administrative Agent and the Title Insurance Company by
            an independent professional licensed land surveyor, which maps or
            plats and the surveys on which they are based shall be sufficient to
            delete any standard printed survey exception contained in the
            applicable title policy and be made in accordance with the Minimum
            Standard Detail Requirements for Land Title Surveys jointly
            established and adopted by the American Land Title Association and
            the American Congress on Surveying and Mapping in 1997 with all
            items from Table A thereof completed, except for Nos. 5 and 12;

                  (iv) marked-up or pro forma commitments for ALTA mortgagee
            title insurance policies issued by the Title Insurance Company (the
            "Mortgage Commitments") with respect to each Borrowing Base
            Property, assuring the Administrative Agent that each of the
            Mortgage Instruments creates a valid and enforceable first priority
            mortgage lien on the applicable Borrowing Base Property, free and
            clear of all defects and encumbrances except Permitted Liens, which
            Mortgage Commitments shall otherwise be in form and substance
            reasonably satisfactory to the Administrative Agent and shall
            include such endorsements as are reasonably requested by the
            Administrative Agent, together with evidence of recording of the
            Mortgage Instruments in the land records of the proper jurisdictions
            and evidence of the Borrower's payment of all premiums required to
            be paid as a condition to the issuance of policies with respect to
            such Commitments;

                  (v) evidence as to (A) whether any Borrowing Base Property is
            in an area designated by the Federal Emergency Management Agency as
            having special flood or mud slide hazards (a "Flood Hazard
            Property") and (B) if any Borrowing Base Property is a Flood Hazard
            Property, (1) whether the community in which such Borrowing Base
            Property is located is participating in the National Flood Insurance
            Program, (2) the applicable Loan Party's written acknowledgment of
            receipt of written notification from the Administrative Agent (a) as
            to the fact that such Borrowing Base Property is a Flood Hazard
            Property and (b) as to whether the community in which each such
            Flood Hazard Property is located is participating in the National
            Flood Insurance Program and (3) copies of insurance policies or
            certificates of insurance of the Consolidated Parties evidencing
            flood insurance satisfactory to the Administrative Agent and naming
            the Administrative Agent as sole loss payee on behalf of the
            Lenders;

                  (vi) evidence reasonably satisfactory to the Administrative
            Agent that each of the Borrowing Base Properties, and the uses of
            the Borrowing Base Properties, are in compliance in all material
            respects with all applicable zoning laws (the evidence submitted as
            to which should include the zoning designation made for each of the
            Borrowing Base Properties, the permitted uses of each such Borrowing
            Base Properties under such zoning designation and, if available,
            zoning requirements as to parking, lot size, ingress, egress and
            building setbacks);

                  (vii) an "as-is" appraisal of each Borrowing Base Property
            (other than Gaylord National, for which "as completed" and "as
            stabilized" appraisals shall be required) in form and substance
            acceptable to the Administrative Agent in its discretion and from an
            appraiser acceptable to the Administrative Agent in its discretion;
            provided, that to the extent required by

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<PAGE>

            FIRREA, such appraisals shall either satisfy the requirements of
            FIRREA or be accompanied by appraisals meeting such requirements;

                 (viii) a recent environmental site assessment with respect to
            each Borrowing Base Property showing no significant environmental
            conditions which have not been properly addressed through a duly
            approved and completed remediation (or such other resolution which
            has been accepted in writing by either the Administrative Agent or
            all applicable Governmental Authority(ies) with jurisdiction
            relating to the applicable property and such conditions and having
            authority to enforce any Environmental Laws with respect thereto)
            and otherwise showing conditions which are acceptable to the
            Administrative Agent, together with a property condition report with
            respect to each Borrowing Base Property in form and substance
            acceptable to the Administrative Agent; and

                  (ix) evidence of insurance with respect to each Borrowing Base
            Property in form and substance acceptable to the Administrative
            Agent and otherwise meeting the requirements set forth in Section
            7.07 hereof and in the Mortgage Instrument executed with respect
            thereto.

            (e) Evidence of Insurance. Receipt by the Administrative Agent of
      copies of all other insurance policies or certificates of insurance of the
      Loan Parties evidencing liability and casualty insurance meeting the
      requirements set forth in Section 7.07 hereof and otherwise set forth in
      the Loan Documents, including, but not limited to, naming the
      Administrative Agent as additional insured (in the case of liability
      insurance) or loss payee (in the case of hazard insurance) on behalf of
      the Lenders.

            (f) Officer's Certificates. The Administrative Agent shall have
      received a certificate or certificates executed by a Responsible Officer
      of the Borrower as of the Closing Date, in form and substance satisfactory
      to the Administrative Agent, stating that (A) the conditions specified in
      Sections 5.02(a) and (b) have been satisfied, (B) each Loan Party is in
      compliance with all existing financial obligations, (C) all material
      governmental, shareholder and third party consents and approvals, if any,
      with respect to the Loan Documents and the transactions contemplated
      thereby have been obtained (and attaching copies thereof), and (D) no
      action, suit, investigation or proceeding is pending or threatened in any
      court or before any arbitrator or governmental instrumentality that
      purports to affect any Loan Party or any transaction contemplated by the
      Loan Documents, if such action, suit, investigation or proceeding could
      reasonably be expected to have a Material Adverse Effect.

            (g) Solvency. The Administrative Agent shall have received (i) a
      certificate executed by a Responsible Officer of the Borrower as of the
      Closing Date, in form and substance satisfactory to the Administrative
      Agent, regarding the Solvency of each of the Loan Parties on a
      consolidated basis.

            (h) Fees. Any fees required to be paid on or before the Closing Date
      shall have been paid.

            (i) Attorney Costs. The Borrower shall have paid all reasonable
      fees, charges and disbursements of counsel of the Administrative Agent to
      the extent invoiced prior to or on the Closing Date, plus such additional
      amounts of such fees, charges and disbursements as shall constitute its
      reasonable estimate of such fees, charges and disbursements incurred or to
      be incurred by it through the closing proceedings (provided that such
      estimate shall not thereafter preclude a final settling of accounts
      between the Borrower and the Administrative Agent).

            (j) Compliance Certificate. The Administrative Agent shall have
      received a duly completed Compliance Certificate as of September 30, 2004,
      signed by a Responsible Officer of the Borrower and a Pro Forma Compliance
      Certificate as of the Closing Date and taking into account any unwinding
      of the SAILS Forward Exchange Contracts, any material Acquisitions,
      Dispositions or Debt Issuances or any other events or circumstances which,
      on a Pro Forma Basis, have had an effect on the calculations presented in
      the Compliance Certificate as of September 30, 2004;

            (k) Existing Credit Facilities. The Administrative Agent shall have
      received evidence, in form and substance satisfactory to the
      Administrative Agent, that the Existing Credit Facilities have been or

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<PAGE>

      concurrently with the Closing Date are being terminated and all Liens
      securing obligations under the Existing Credit Facilities have been or
      concurrently with the Closing Date are being released.

            (l) Accurracy of Representations and Warranties. The representations
      and warranties of the Borrower and each other Loan Party contained in
      Article VI or any other Loan Document, or which are contained in any
      document furnished at any time under or in connection herewith or
      therewith, shall be true and correct on and as of the Closing Date.

            (m) No Default. No Default shall exist, or would result from, such
      proposed Credit Extension or from the application of the proceeds thereof.

            (n) Material Adverse Changes. There shall not have occurred a
      material adverse change (i) in the business, assets, properties,
      liabilities (actual or contingent), operations, condition (financial or
      otherwise) of the Loan Parties and their respective Subsidiaries, taken as
      a whole, during the period from September 30, 2004 through and including
      the Closing Date or (ii) in the facts and information regarding such
      entities as represented to date and the Administrative Agent shall have
      completed a due diligence investigation of the Loan Parties (with the aid
      of such parties) revealing no material adverse changes or departures from
      the information and materials previously provided by such parties.

            (o) Material Adverse Effect. The absence of any condition,
      circumstance, action, suit, investigation or proceeding pending or, to the
      knowledge of the Borrower and/or Guarantors, threatened in any court or
      before any arbitrator or governmental authority that could reasonably be
      expected to have a Material Adverse Effect.

            (p) Other. Receipt by the Lenders of such other documents,
      instruments, agreements or information as reasonably requested by any
      Lender, including, but not limited to, information regarding litigation,
      tax, accounting, labor, insurance, pension liabilities (actual or
      contingent), real estate leases, material contracts, environmental
      conditions, asset valuations/appraisals, debt agreements, property
      ownership and contingent liabilities of the Consolidated Parties.

      5.02  CONDITIONS TO ALL CREDIT EXTENSIONS.

      The obligation of each Lender to honor any Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Committed
Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject
to the following conditions precedent:

            (a) The representations and warranties of the Borrower and each
      other Loan Party contained in Article VI or any other Loan Document, or
      which are contained in any document furnished at any time under or in
      connection herewith or therewith, shall be true and correct in all
      material respects on and as of the date of such Credit Extension, except
      to the extent that such representations and warranties specifically refer
      to an earlier date, in which case they shall be true and correct as of
      such earlier date, and except that for purposes of this Section 5.02, the
      representations and warranties contained in subsections (a) and (b) of
      Section 6.05 shall be deemed to refer to the most recent statements
      furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.

            (b) No Default shall exist, or would result from, such proposed
      Credit Extension.

            (c) There shall not have been commenced against any Consolidated
      Party an involuntary case under any applicable Debtor Relief Law, now or
      hereafter in effect, or any case, proceeding or other action for the
      appointment of a receiver, liquidator, assignee, custodian, trustee,
      sequestrator (or similar official) of such Person or for any substantial
      part of its Property or for the winding up or liquidation of its affairs,
      and such involuntary case or other case, proceeding or other action shall
      remain undismissed.

            (d) The Administrative Agent and, if applicable, the L/C Issuer
      shall have received a Request for Credit Extension in accordance with the
      requirements hereof.

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<PAGE>

            (e) Assuming the effectiveness of the requested Credit Extension,
      (i) the Total Facility Outstandings as of such date do not exceed the
      Borrowing Base; (ii) the Total Revolving Outstandings do not exceed the
      Aggregate Revolving Commitments; and (iii) the Total Term Loan
      Outstandings plus the aggregate amount of Aggregate TL Principal Payments
      as of such date do not exceed the amount equal to Aggregate TL Commitments
      plus the Aggregate TL Borrowings as of such date.

            (f) With respect to any requested advance of Term Loan proceeds, the
      Borrower shall have, prior to the date on which such proceeds are
      requested, delivered to the Administrative Agent the following with
      respect to Gaylord National and the Gaylord National Property: (i) a copy
      of the projected construction budget and completion schedule for the
      property, together with the plans and specifications for such project;
      (ii) copies of all material contracts relating to the construction of such
      project; and (iii) such other materials and information relating to the
      construction of the project that the Administrative Agent may reasonably
      request.

      Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed
to be a representation and warranty that the conditions specified in Sections
5.02(a), (b), (c), (e) and (f) have been satisfied on and as of the date of the
applicable Credit Extension.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

      The Loan Parties represent and warrant to the Administrative Agent and the
Lenders that:

      6.01  EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.

      Each Consolidated Party (a) is duly organized or formed, validly existing
and in good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority under the laws of its
jurisdiction of incorporation or organization and all requisite governmental
licenses, authorizations, consents and approvals to (i) own its assets and carry
on its business and (ii) execute, deliver and perform its obligations under the
Loan Documents, if any, to which it is a party and (c) is duly qualified and is
licensed and in good standing under the Laws of each jurisdiction where its
ownership, lease or operation of properties or the conduct of its business
requires such qualification or license; except in each case referred to in
clause (b)(i) or (c), to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.

      6.02  AUTHORIZATION; NO CONTRAVENTION.

      The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person's Organization Documents; (b)
conflict with or result in any breach or contravention of, or result in or
require the creation of any Lien under, or require any payment to be made under
(i) any material Contractual Obligation to which such Person is a party or
affecting such Person or the Property of such Person or any of its Subsidiaries
or (ii) any order, injunction, writ or decree of any Governmental Authority or
any arbitral award to which such Person or its property is subject; or (c)
violate any Law (including, without limitation, Regulation U or Regulation X
issued by the FRB). Each Loan Party and each Subsidiary thereof is in compliance
with all Contractual Obligations referred to in clause (b)(i), except to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect.

      6.03  GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.

      No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document, except for (a) consents, authorizations, notices and filings described
in Schedule 6.03, all of which have been obtained or made or

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<PAGE>

have the status described in such Schedule 6.03 and (b) filings or recordations
to perfect the Liens created by the Collateral Documents.

      6.04  BINDING EFFECT.

      This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms except as enforceability may be limited by applicable Debtor
Relief Laws and by general equitable principles (whether enforcement is sought
by proceedings in equity or at law).

      6.05  FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

      (a) The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Consolidated Parties as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material Indebtedness, material commitments
for Indebtedness and material tax liabilities of the Consolidated Parties as of
the date of such financial statements.

      (b) The unaudited consolidated balance sheet of the Consolidated Parties
dated September 30, 2004, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for the calendar quarter ended
on that date (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein, and (ii) fairly present the financial condition of the Consolidated
Parties as of the date thereof and their results of operations for the period
covered thereby, subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments. Schedule 6.05 sets forth all
material Indebtedness, material commitments for Indebtedness and material tax
liabilities of the Consolidated Parties as of the date of such financial
statements.

      (c) Except as disclosed on Schedule 6.05, during the period from September
30, 2004 to and including the Closing Date, there has been no sale, transfer or
other disposition by any Consolidated Party of any material part of the business
or Property of the Consolidated Parties, taken as a whole, and no purchase or
other acquisition by any of them of any business or property (including any
Capital Stock of any other Person) material in relation to the consolidated
financial condition of the Consolidated Parties, taken as a whole, in each case,
which is not reflected in the foregoing financial statements or in the notes
thereto and has not otherwise been disclosed in writing to the Lenders on or
prior to the Closing Date.

      (d) The financial statements delivered pursuant to Section 7.01(a) and (b)
have been prepared in accordance with GAAP (except as may otherwise be permitted
under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the
footnotes to such financial statements) the consolidated financial condition,
results of operations and cash flows of the Consolidated Parties as of such date
and for such periods.

      (e) During the period from September 30, 2004, to and including the
Closing Date, there has been no event or circumstance, either individually or in
the aggregate, that has had or could reasonably be expected to have a Material
Adverse Effect.

      (f) Each delivery hereunder by the Borrower or any of its Subsidiaries of
any financial statements, compliance certificates or other calculations
involving pro forma determinations or calculations fairly presents the pro forma
financial condition of the Borrower and/or its Subsidiaries (as applicable) as
at the date set forth thereon.

      6.06  LITIGATION.

      There are no actions, suits, proceedings, claims or disputes pending or,
to the knowledge of the Loan Parties, threatened or contemplated, at law, in
equity, in arbitration or before any Governmental Authority, by or against any
Consolidated Party or against any of its properties or revenues that (a) purport
to affect or pertain to this

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Agreement or any other Loan Document, or any of the transactions contemplated
hereby or (b) except as specifically disclosed in Schedule 6.06, either
individually or in the aggregate, if determined adversely, could reasonably be
expected to have a Material Adverse Effect, and there has been no material
adverse change in the status, or financial effect on any Loan Party or any
Subsidiary thereof, of the matters described on Schedule 6.06.

      6.07  NO DEFAULT.

      No Consolidated Party is in default under or with respect to any
Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. No Default has
occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document.

      6.08  OWNERSHIP OF PROPERTY; LIENS.

      Each Consolidated Party has good record and marketable title in fee simple
to, or valid leasehold interests in, all real property necessary or used in the
ordinary conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The property of the Consolidated Parties is subject to no Liens,
other than Permitted Liens.

      6.09  ENVIRONMENTAL COMPLIANCE.

      Except, with respect to the Borrowing Base Properties, as disclosed and
described in Schedule 6.09 attached hereto and, with respect to all Real
Properties, where the occurrence and/or existence of any of the following could
not reasonably be expected to have a Material Adverse Effect:

            (a) Each of the Real Properties and all operations at the Real
      Properties are in material compliance with all applicable Environmental
      Laws, there is no material violation of any Environmental Law with respect
      to the Real Properties or the Businesses, and there are no conditions
      relating to the Real Properties or the Businesses that could give rise to
      material liability of any Consolidated Party under any applicable
      Environmental Laws.

            (b) None of the Real Properties contains, or, to the best knowledge
      of the Consolidated Parties, has previously contained, any Hazardous
      Materials at, on or under the Real Properties in amounts or concentrations
      that constitute or constituted a material violation of, or could give rise
      to material liability of any Consolidated Party under, Environmental Laws.

            (c) In the past five (5) years, no Consolidated Party has received
      any written notice of, or inquiry from any Governmental Authority
      regarding, any violation, alleged violation, non-compliance, liability or
      potential liability regarding environmental matters or compliance with
      Environmental Laws with regard to any of the Real Properties or the
      Businesses, nor does any Responsible Officer of any Loan Party have
      knowledge or reason to believe that any such notice will be received or is
      being threatened.

            (d) Hazardous Materials have not been transported or disposed of
      from the Real Properties, or generated, treated, stored or disposed of at,
      on or under any of the Real Properties or any other location, in each case
      by or on behalf of any Consolidated Party in material violation of, or in
      a manner that could give rise to material liability under, any applicable
      Environmental Law.

            (e) No judicial proceeding or governmental or administrative action
      is pending or, to the knowledge of the Responsible Officers of the Loan
      Parties, threatened, under any Environmental Law to which any Consolidated
      Party is or will be named as a party, nor are there any consent decrees or
      other decrees, consent orders, administrative orders or other orders, or
      other binding administrative or judicial requirements outstanding under
      any Environmental Law with respect to the Consolidated Parties, the Real
      Properties or the Businesses.

            (f) There has been no release, or threat of release, of Hazardous
      Materials at or from the Real Properties, or arising from or related to
      the operations (including, without limitation, disposal) of any

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      Consolidated Party in connection with the Real Properties or otherwise in
      connection with the Businesses, in violation of or in amounts or in a
      manner that could give rise to material liability of any Consolidated
      Party under Environmental Laws.

      6.10  INSURANCE.

      The properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operates and otherwise in compliance with the requirements of Section 7.07. The
present insurance coverage of the Loan Parties is outlined as to carrier, policy
number, expiration date, type and amount on Schedule 6.10.

      6.11  TAXES.

      The Consolidated Parties have filed all Federal, state and other material
tax returns and reports required to be filed, and have paid all Federal, state
and other material taxes, assessments, fees and other governmental charges
levied or imposed upon them or their properties, income or assets otherwise due
and payable, except those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been
provided in accordance with GAAP. There is no proposed tax assessment against
the Borrower or any Subsidiary that Borrower or any Subbsidiary has received
written notice of and would, if made, be reasonably expected to have a Material
Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to
any tax sharing agreement.

      6.12  ERISA COMPLIANCE.

      (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Loan Parties, nothing has occurred which would prevent, or
cause the loss of, such qualification. Each Loan Party and each ERISA Affiliate
have made all required contributions to each Plan subject to Section 412 of the
Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan.

      (b) There are no pending or, to the best knowledge of the Loan Parties,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

      (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has, except as set forth on Schedule 6.12 hereof, any
Unfunded Pension Liability and the existence of the Unfunded Pension Liabilities
set forth on Schedule 6.12 is not reasonably likely to result in a Material
Adverse Effect; (iii) no Loan Party nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability under Title IV of ERISA with respect
to any Pension Plan (other than premiums due and not delinquent under Section
4007 of ERISA); (iv) no Loan Party nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) no Loan Party nor any ERISA Affiliate has engaged in a transaction
that could be subject to Sections 4069 or 4212(c) of ERISA.

      6.13  CAPITAL STRUCTURE/SUBSIDIARIES.

      The corporate capital and ownership structure of the Consolidated Parties
as of the Closing Date is as described in Schedule 6.13(a). Set forth on
Schedule 6.13(b) is a complete and accurate list as of the Closing Date with
respect to each of the direct and indirect Subsidiaries of the Borrower of (i)
jurisdiction of incorporation, (ii) percentage of outstanding shares of each
class owned (directly or indirectly) by the Consolidated Parties and the number
of such shares

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owned by the Consolidated Parties with respect to the Loan Parties or where the
Consolidated Parties own less than 100.0% of the applicable entity and (iii)
number and effect, if exercised, of all outstanding options, warrants, rights of
conversion or purchase and all other similar rights with respect thereto as of
the Closing Date. The outstanding Capital Stock of all such Persons is validly
issued, fully paid and non-assessable and is owned by the Consolidated Parties,
directly or indirectly, in the manner set forth on Schedule 6.13(b), free and
clear of all Liens (other than those arising under or contemplated in connection
with the Loan Documents). Other than as set forth in Schedule 6.13(b), neither
the Borrower nor any of the other Loan Parties has outstanding any securities
convertible into or exchangeable for its Capital Stock nor does any such Person
have outstanding any rights to subscribe for or to purchase or any options for
the purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to
its Capital Stock. As of the Closing Date, the Borrower has no equity
investments in any other Person constituting 10.0% of more of the outstanding
equity interests in such Person other than those equity investments set forth on
Schedule 6.13(c) hereto.

      6.14  MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
            COMPANY ACT.

      (a) The Borrower is not engaged and will not engage, principally or as one
of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending
credit for the purpose of purchasing or carrying margin stock.

      (b) None of the Borrower, any Person Controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," as such terms are defined in the Public Utility Holding
Company Act of 1935, (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940 or (iii) subject to regulation
under any other Law which limits its ability to incur Indebtedness other than
corporate or other organizational statutes relating to the approval and
authorization of Indebtedness; provided, that each of the Loan Parties have
fully complied with such statutes to the extent necessary to properly approve
and authorize the Indebtedness evidenced hereby and by the other Loan Documents.

      6.15  DISCLOSURE.

      Each Loan Party has disclosed to the Administrative Agent and the Lenders
all agreements, instruments and corporate or other restrictions to which it or
any of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of any Loan
Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case, as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Loan Parties represent only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time.

      6.16  COMPLIANCE WITH LAWS.

      Each Consolidated Party is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such instances in which (a)
such requirement of Law or order, writ, injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (b) the failure
to comply therewith, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

      6.17  INTELLECTUAL PROPERTY.

      Each Loan Party owns, or has the legal right to use, all material
trademarks, service marks, trade names, trade dress, patents, copyrights,
technology, know-how and processes (the "Intellectual Property") necessary for
each of them to conduct its business as currently conducted, except to the
extent that failure to own or maintain the right to use such Intellectual
Property could not reasonably be expected to have a Material Adverse Effect. Set
forth on Schedule 6.17 is a list of all Intellectual Property registered or
pending registration with the United States Copyright Office or the United

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States Patent and Trademark Office and owned by each Loan Party or that any Loan
Party has the right to use and that are necessary or useful in the operation,
ownership, maintenance, development or marketing of any one or more of the
Borrowing Base Properties or otherwise related thereto. The Intellectual
Property set forth on such Schedule 6.17 constitutes all of the material
Intellectual Property required for the continued operation, ownership,
maintenance, development or marketing of the Borrowing Base Properties. Except
as provided on Schedule 6.17, no claim has been asserted and is pending by any
Person challenging or questioning the use of such Intellectual Property or the
validity or effectiveness of such Intellectual Property, nor does any Loan Party
know of any such claim, and, to the knowledge of the Responsible Officers of the
Loan Parties, the use of such Intellectual Property by any Loan Party or the
granting of a right or a license in respect of any such Intellectual Property
from any Loan Party does not infringe on the rights of any Person, except for
such claims and infringements that, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. As of the Closing Date, none of the
material Intellectual Property of the Loan Parties set forth on Schedule 6.17 is
subject to any licensing agreement or similar arrangement providing for material
rights with respect thereto except as set forth on such Schedule 6.17.

      6.18  SOLVENCY.

      The Loan Parties are Solvent on a consolidated basis.

      6.19  INVESTMENTS.

      All Investments of each Consolidated Party are Permitted Investments.

      6.20  BUSINESS LOCATIONS.

      Set forth on Schedule 6.20(a) is a list of all Real Properties located in
the United States that are owned or leased by the Loan Parties as of the Closing
Date. Set forth on Schedule 6.20(b) is a list of all locations where any
tangible personal property of a Loan Party is located as of the Closing Date.
Set forth on Schedule 6.20(c) is the chief executive office, jurisdiction of
incorporation or formation and principal place of business of each Loan Party as
of the Closing Date.

      6.21  BROKERS' FEES.

      No Consolidated Party has any obligation to any Person in respect of any
finder's, broker's, investment banking or other similar fee in connection with
any of the transactions contemplated under the Loan Documents.

      6.22  LABOR MATTERS.

      Except as set forth on Schedule 6.22, there are no collective bargaining
agreements or Multiemployer Plans covering the employees of a Consolidated Party
as of the Closing Date and none of the Consolidated Parties has suffered any
strikes, walkouts, work stoppages or other material labor difficulty within the
last five years.

      6.23  REPRESENTATIONS AND WARRANTIES FROM OTHER LOAN DOCUMENTS.

      Each of the representations and warranties made by any of the Loan Parties
in any of the other Loan Documents is true and correct in all material respects.

      6.24  COLLATERAL DOCUMENTS.

      The provisions of the Collateral Documents are effective to create in
favor of the Administrative Agent for the benefit of the Lenders and any other
secured parties identified therein, a legal, valid and enforceable first
priority (subject only to Permitted Liens) security interest or Lien in all
right, title and interest of the Borrower and its Subsidiaries in the Collateral
described therein and all proceeds thereof. Except for filings completed prior
to the Closing Date and as contemplated by this Agreement and the Collateral
Documents, no filing or other action will be necessary to perfect or protect
such security interest.

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      6.25  BORROWING BASE PROPERTIES; LEASES AND GROUND LEASES.

      (a) Each of the Borrowing Base Properties is either (i) wholly owned in
fee by a Loan Party or (ii) leased by a Loan Party pursuant to a long term
ground lease which has been reviewed and approved by the Administrative Agent in
its discretion, in each case subject to no Liens other than Permitted Liens.

      (b) To the extent a Borrowing Base Property is leased by a Loan Party
pursuant to a ground lease, (i) such lease is in full force and effect and
remains unmodified except to the extent disclosed to the Administrative Agent in
writing; (ii) no rights in favor of the applicable Loan Party lessee have been
waived, canceled or surrendered; (iii) no election or option under such ground
lease has been exercised by the Loan Party lessee; (iv) all rental and other
charges due and payable thereunder have been paid in full (except to the extent
such payment is not yet overdue); (v) no Loan Party or other Consolidated Party
is in default under or has received any notice of default with respect to such
ground lease; (vi) to the knowledge of the Loan Parties, no lessor under such a
ground lease is in default thereunder; (vii) a true and correct copy of such
ground lease (together with any amendments, modifications, restatements or
supplements thereof) has been delivered to the Administrative Agent; and (viii)
there exist no adverse claims as to the applicable Loan Party's title or right
to possession of the leasehold premises referenced therein.

      6.26  NATURE OF BUSINESS.

      As of the Closing Date, the Loan Parties are engaged principally in the
business of developing, owning and operating hotel properties, providing
vacation condominiums and home rental property management services and other
businesses described in the Borrower's SEC Filings.

      6.27  SAILS FORWARD EXCHANGE CONTRACTS.

      Borrower has furnished to the Administrative Agent true, complete and
correct copies of the SAILS Forward Exchange Contracts, which remain unmodified
and in full force and effect.

                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall not be Fully Satisified, or any Letter of
Credit shall remain outstanding, each Loan Party shall, and shall (except in the
case of the covenants set forth in Sections 7.01, 7.02, 7.03 and 7.11) cause
each Subsidiary to:

      7.01  FINANCIAL STATEMENTS.

      Deliver to the Administrative Agent, in form and detail satisfactory to
the Administrative Agent and the Required Lenders:

            (a) as soon as available, but in any event within 90 days after the
      end of each calendar year (commencing with the calendar year ended 2004),
      a consolidated balance sheet of the Consolidated Parties as at the end of
      such calendar year, and the related consolidated statements of income or
      operations, shareholders' equity and cash flows for such calendar year,
      setting forth in each case in comparative form the figures for the
      previous calendar year, all in reasonable detail and prepared in
      accordance with GAAP, such consolidated statements to be audited and
      accompanied by a report and opinion of an independent certified public
      accountant of nationally recognized standing reasonably acceptable to the
      Required Lenders, which report and opinion shall be prepared in accordance
      with generally accepted auditing standards and shall not be subject to any
      "going concern" or like qualification, exception, assumption or
      explanatory language or any qualification, exception, assumption or
      explanatory language as to the scope of such audit and such statements to
      be certified by a Responsible Officer of the Borrower to the effect that
      such statements are fairly stated in all material respects when considered
      in relation to the consolidated financial statements of the Borrower and
      its Subsidiaries; and

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            (b) as soon as available, but in any event within 45 days after the
      end of each of the first three calendar quarters of each calendar year, a
      consolidated balance sheet of the Consolidated Parties as at the end of
      such calendar quarter, and the related consolidated statements of income
      or operations, shareholders' equity and cash flows for such calendar
      quarter and for the portion of the calendar year then ended, setting forth
      in each case in comparative form the figures for the corresponding
      calendar quarter of the previous calendar year and the corresponding
      portion of the previous calendar year, all in reasonable detail, such
      consolidated statements to be certified by a Responsible Officer of the
      Borrower as fairly presenting the financial condition, results of
      operations, shareholders' equity and cash flows of the Consolidated
      Parties in accordance with GAAP, subject only to normal year-end audit
      adjustments and the absence of footnotes and such statements to be
      certified by a Responsible Officer of the Borrower to the effect that such
      statements are fairly stated in all material respects when considered in
      relation to the consolidated financial statements of the Borrower and its
      Subsidiaries.

      As to any information contained in materials furnished pursuant to Section
7.02(h), the Borrower shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrower to furnish the information and
materials described in clauses (a) and (b) above at the times specified therein.

      7.02  CERTIFICATES; OTHER INFORMATION.

      Deliver to the Administrative Agent, in form and detail satisfactory to
the Administrative Agent and the Required Lenders:

            (a) concurrently with the delivery of the financial statements
      referred to in Section 7.01(a), a certificate of its independent certified
      public accountants certifying such financial statements;

            (b) concurrently with the delivery of the financial statements
      referred to in Sections 7.01(a) and (b), (i) a duly completed Compliance
      Certificate signed by a Responsible Officer of the Borrower and
      calculating the financial covenants and Borrowing Base using the financial
      information provided in such financial statements and (ii) operating
      statements for each of the Borrowing Base Properties for the most-recently
      ended calendar quarter;

            (c) within thirty (30) days following the final completion thereof
      and, in any case, not more than sixty (60) days following the end of each
      calendar year, beginning with the calendar year ending December 31, 2005,
      an annual budget and forecasted balance sheet of the Consolidated Parties
      containing, among other things, pro forma financial statements for the
      next calendar year, in each case prepared in good faith on the basis of
      the assumptions stated therein, which assumptions shall be fair in light
      of the conditions existing at the time of delivery of such forecasts, and
      shall represent, at the time of delivery, the Borrower's best estimate of
      its future financial performance;

            (d) within 90 days after the end of each calendar year, a
      certificate containing information regarding the amount of all material
      Dispositions, Debt Issuances, Equity Issuances and Acquisitions that
      occurred during the prior calendar year;

            (e) promptly after any request by the Administrative Agent or any
      Lender, copies of any detailed audit reports, management letters or
      recommendations submitted to the board of directors (or the audit
      committee of the board of directors) of the Borrower by independent
      accountants in connection with the accounts or books of the Borrower or
      any Subsidiary, or any audit of any of them;

            (f) promptly after the furnishing thereof, copies of any statement
      or report furnished to any holder of debt securities of any Loan Party or
      any Subsidiary thereof pursuant to the terms of any indenture, loan or
      credit or similar agreement and not otherwise required to be furnished to
      the Lenders pursuant to Section 7.01 or any other clause of this Section
      7.02;

            (g) promptly, and in any event within five Business Days after
      receipt thereof by any Loan Party or any Subsidiary thereof, copies of
      each notice or other correspondence received from the SEC (or

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      comparable agency in any applicable non-U.S. jurisdiction) concerning any
      investigation or possible investigation or other inquiry by such agency
      regarding financial or other operational results of any Loan Party or any
      Subsidiary thereof; and

            (h) promptly after the same are available, (i) copies of each annual
      report, proxy or financial statement or other report or communication sent
      to the stockholders of the Borrower, and copies of all annual, regular,
      periodic and special reports and registration statements which the
      Borrower may file or be required to file with the SEC under Section 13 or
      15(d) of the Securities Exchange Act of 1934 or to a holder of any
      Indebtedness owed by any Consolidated Party in its capacity as such a
      holder and not otherwise required to be delivered to the Administrative
      Agent pursuant hereto and (ii) upon the request of the Administrative
      Agent, all reports and written information to and from the United States
      Environmental Protection Agency, or any state or local agency responsible
      for environmental matters, the United States Occupational Health and
      Safety Administration, or any state or local agency responsible for health
      and safety matters, or any successor agencies or authorities concerning
      environmental, health or safety matters;

            (i) promptly upon receipt thereof, a copy of any other report or
      "management letter" submitted by independent accountants to any
      Consolidated Party in connection with any annual, interim or special audit
      of the books of such Person;

            (j) promptly, (i) a copy of the construction contract(s) entered
      into with the general contractor(s) with respect to Gaylord National;
      provided, that all such contracts shall be guaranteed maximum price
      contracts in form and substance reasonably acceptable to the
      Administrative Agent and (ii) notice of the commencement of any material
      construction activities on or with respect to Gaylord National by any Loan
      Party (such activities to include any material site work or grading or
      other foundation work with respect to such property);

            (k) upon demand by the Administrative Agent, evidence of any lien
      waivers and/or affirmative title coverage with respect to Gaylord National
      required to evidence the Loan Parties' compliance with the terms and
      conditions hereof and of the other Loan Documents;

            (l) promptly following the completion thereof, each of the following
      with respect to Gaylord National and the Gaylord National Property: (i) a
      copy of the projected construction budget and completion schedule for the
      property, together with the plans and specifications for such project;
      (ii) copies of all material contracts relating to the construction of such
      project; and (iii) such other materials and information relating to the
      construction of the project that the Administrative Agent may reasonably
      request; and

            (m) promptly, such additional information regarding the business,
      financial or corporate affairs of the Borrower or any Subsidiary, or
      compliance with the terms of the Loan Documents, as the Administrative
      Agent or any Lender may from time to time reasonably request.

      Documents required to be delivered pursuant to Section 7.01(a) or (b) or
Section 7.02(f) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Borrower posts such
documents, or provides a link thereto, on the Borrower's website on the Internet
at the website address listed on Schedule 11.02; or (ii) on which such documents
are posted on the Borrower's behalf on an Internet or intranet website, if any,
to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative
Agent); provided that: (i) the Borrower shall deliver paper copies of such
documents to the Administrative Agent or any Lender that requests the Borrower
to deliver such paper copies until a written request to cease delivering paper
copies is given by the Administrative Agent or such Lender and (ii) the Borrower
shall notify the Administrative Agent and each Lender (by telecopier or
electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies)
of such documents. Notwithstanding anything contained herein, in every instance
the Borrower shall be required to provide paper copies of the Compliance
Certificates required by Section 7.02(b) to the Administrative Agent and each of
the Lenders. Except for such Compliance Certificates, the Administrative Agent
shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to
monitor compliance by the Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.

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      The Borrower hereby acknowledges that (a) the Administrative Agent and/or
the Arranger will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of the Borrower hereunder
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "Platform") and (b) certain
of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to the Borrower or its
securities) (each, a "Public Lender"). The Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that
the word "PUBLIC" shall appear prominently on the first page thereof; (x) by
marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have
authorized the Administrative Agent, the Arranger, the L/C Issuer and the
Lenders to treat such Borrower Materials as either publicly available
information or not material information (although it may be sensitive and
proprietary) with respect to the Borrower or its securities for purposes of
United States Federal and state securities laws; (y) all Borrower Materials
marked "PUBLIC" are permitted to be made available through a portion of the
Platform designated "Public Investor;" and (z) the Administrative Agent and the
Arranger shall be entitled to treat any Borrower Materials that are not marked
"PUBLIC" as being suitable only for posting on a portion of the Platform not
designated "Public Investor."

      7.03  NOTICES AND INFORMATION.

      (a) Promptly notify the Administrative Agent and each Lender of the
occurrence of any Default and the nature thereof.

      (b) Promptly notify the Administrative Agent and each Lender of any matter
that has resulted or could reasonably be expected to result in a Material
Adverse Effect (including, without limitation, any of the following (to the
extent reasonably expected to result in a Material Adverse Effect): (i) breach
or non-performance of, or any default under, a Contractual Obligation of the
Borrower or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Borrower or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting the Borrower or any
Subsidiary, including pursuant to any applicable Environmental Laws).

      (c) Promptly notify the Administrative Agent and each Lender of the
occurrence of any ERISA Event.

      (d) Promptly notify the Administrative Agent and each Lender of any
material change in accounting policies or financial reporting practices by the
Borrower or any Subsidiary.

      (e) Upon the reasonable written request of the Administrative Agent
following the occurrence of any event or the discovery of any condition which
the Administrative Agent or the Required Lenders reasonably believe has caused
(or could be reasonably expected to cause) the representations and warranties
set forth in Section 6.09 to be untrue in any material respect, the Loan Parties
will furnish or cause to be furnished to the Administrative Agent, at the Loan
Parties' expense, a report of an environmental assessment of reasonable scope,
form and depth, (including, where appropriate, invasive soil or groundwater
sampling) by a consultant reasonably acceptable to the Administrative Agent as
to the nature and extent of the presence of any Hazardous Materials on any Real
Properties and as to the compliance by any Consolidated Party with Environmental
Laws at such Real Properties. If the Loan Parties fail to deliver such an
environmental report within seventy-five (75) days after receipt of such written
request then the Administrative Agent may arrange for same, and the Consolidated
Parties hereby grant to the Administrative Agent and its representatives access
to the Real Properties to reasonably undertake such an assessment (including,
where appropriate, invasive soil or groundwater sampling). The reasonable cost
of any assessment arranged for by the Administrative Agent pursuant to this
provision will be payable by the Loan Parties on demand and added to the
obligations secured by the Collateral Documents.

      (f) At the time of delivery of the financial statements and reports
provided for in Section 7.01(a), deliver to the Administrative Agent a report
signed by an Responsible Officer of the Borrower setting forth (i) a list of
registration numbers for all patents, trademarks, service marks, trade names and
copyrights awarded to any Loan Party since the last day of the immediately
preceding calendar year and (ii) a list of all patent applications, trademark
applications, service mark applications, trade name applications and copyright
applications submitted by any Loan Party since the last day of the immediately
preceding calendar year and the status of each such application, all in such
form as shall be reasonably satisfactory to the Administrative Agent.

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      Each notice pursuant to this Section 7.03(a) through (e) shall be
accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to take with respect thereto. Each notice
pursuant to Section 7.03(a) shall describe with particularity any and all
provisions of this Agreement and any other Loan Document that have been
breached.

      7.04  BORROWING BASE PROPERTY OWNERSHIP; GUARANTORS.

      Each of the Real Properties set forth on Schedule 1.01(b) shall, at all
times during the term hereof, either (a) be wholly owned in fee by a Loan Party,
(b) be ground leased by a Loan Party pursuant to a long-term ground lease in
form and substance acceptable to the Administrative Agent or (c) have been
transferred, sold or otherwise disposed of by the applicable Loan Party strictly
in accordance with the terms and conditions contained herein permitting such
transfers, sales or other dispositions (although treatment of such Real
Properties as "Borrowing Base Properties" shall, at all times, remain subject to
the terms of Section 7.13 hereof and the other terms and conditions set forth
herein). To the extent any Subsidiary of the Borrower owns any interest in any
of the Real Properties set forth on Schedule 1.01(b), such Subsidiary shall be a
Guarantor hereunder. If any such Subsidiary obtains, for any reason, such
interest following the date hereof, such Subsidiary shall, immediately upon
obtaining such interest, (x) enter into and deliver to the Administrative Agent
a Joinder Agreement and (y) deliver to the Administrative Agent the materials
and information which would have been required from such Subsidiary pursuant to
Sections 5.01(a)(iii) - (v), (b), (c) and (e), together with any additional
information or materials as may be reasonably requested by the Administrative
Agent in connection therewith.

      7.05  PRESERVATION OF EXISTENCE, ETC.

      (a) Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 8.04 or 8.05; (b) take
all reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business; and (c)
preserve or renew all of its material registered copyrights, patents,
trademarks, trade names and service marks to the extent necessary for the
continued conduct of its business.

      7.06  MAINTENANCE OF PROPERTIES.

      With respect to each of the Borrowing Base Properties: (a) maintain,
preserve and protect all of its material properties and equipment necessary in
the operation of its business in good working order and condition, ordinary wear
and tear and Involuntary Dispositions excepted; (b) make all necessary repairs
thereto and renewals and replacements thereof; (c) use the standard of care
typical in the industry in the operation and maintenance of its facilities and
the personal property related thereto; (d) comply in all material respects with
the terms, conditions, restrictions and other requirements of all recorded
documents related thereto; (e) comply in all material respects with the terms,
conditions, restrictions and other requirements set forth in all applicable
local, state and Federal ordinances, zoning laws and other applicable laws; and
(f) cause the Loan Party owning each such respective Borrowing Base Property to
also own all material personal and real Property (including, without limitation,
furnishings, equipment, software and other Property) required for the continued
operation and maintenance of such Borrowing Base Property in the ordinary course
of business (except for (i) such Property as has been traditionally leased by
such Loan Party in connection with such operation and maintenance, to the extent
such leases have been disclosed to the Administrative Agent in writing prior to
the date of this Agreement and (ii) leasing arrangements with respect to the
central plant equipment related to such Borrowing Base Property, to the extent
such arrangements are on terms and conditions similar to those typically found
in the convention center hotel industry and otherwise on terms and conditions
and subject to documentation acceptable to the Administrative Agent in its
discretion).

      7.07  MAINTENANCE OF INSURANCE; CONDEMNATION AND CASUALTY.

      (a) Maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, property insurance and business
interruption insurance) in such amounts, covering such risks and liabilities and
with such deductibles or self insurance retentions (i) as are, with respect to
the Borrowing Base Properties, generally maintained by Persons who own, operate
and/or maintain convention center hotel properties or as may be otherwise

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reasonable given the risks and liabilities associated with the operation,
ownership and maintenance of convention center hotel properties; (ii) as are,
with respect to all other Property held by such Persons, in accordance with
normal industry practice; (iii) in any case (with respect to all Properties), as
may be required pursuant to the terms of the Collateral Documents; and (iv) with
respect to any self-insurance retentions, in amounts and subject to terms and
conditions disclosed in writing to the Administrative Agent and reasonably
acceptable to the Administrative Agent; provided, that the Administrative Agent
hereby pre-approves changes or other increases in such retention amounts to an
amount up to $1,100,000 per Borrowing Base Property. The Administrative Agent
shall be named as mortgagee and loss payee, as its interest may appear or as it
may deem necessary, and as certificate holder and additional insured with
respect to any such insurance providing coverage in respect of any Collateral,
and each provider of any such insurance shall agree, by endorsement upon the
policy or policies issued by it or by independent instruments furnished to the
Administrative Agent, that it will give the Administrative Agent thirty (30)
days prior written notice before any such policy or policies shall be altered or
canceled. Not in limitation of the foregoing, the Loan Parties shall, with
respect to each Borrowing Base Property, maintain builder's risk and
contractor's liability insurance during any period of construction in an amount
equal to not less than 100% of the value of the work completed and, upon
completion, "all risk" insurance in an amount equal to not less than 100% of the
replacement cost of such assets, in all cases with insurers having an A.M. Best
policyholder's rating of not less than A- and financial size category of not
less than IX (or, in the case of any general liability coverage of the Loan
Parties in excess of $50,000,000, but less than $100,000,000, B++/VII (or such
lesser rating and size as may be approved by the Administrative Agent in its
sole discretion), and above $100,000,000 at the option and discretion of the
Borrower), which insurance shall in any event not provide for materially less
coverage than the insurance in effect on the date hereof; provided, that (A) in
the case of general liability insurance, coverage equal to or in excess of
$100,000,000 per occurrence/annual aggregate shall not be deemed to be
"materially less" coverage for purposes of this provision and (B) with respect
to "all risk" coverage of the Loan Parties in excess of $50,000,000, the A.M.
Best rating of the applicable insurer may be less than A- and/or have a
financial size category of less than VII to the extent requested by the Borrower
and consented to by the Administrative Agent (such consent to be in the absolute
discretion of the Administrative Agent). The Loan Parties will deliver to the
Administrative Agent upon request of the Administrative Agent from time to time
full information as to the insurance carried and within ten (10) days of receipt
of notice from any insurer a copy of any notice of cancellation or material
change in coverage from that existing on the date hereof.

      (b) If any loss occurs at any time when any applicable Loan Party has
failed to perform any of the covenants and agreements set forth in this Section
7.07 with respect to any insurance payable because of loss sustained to any part
of the Borrowing Base Properties or the Property related thereto, whether or not
such insurance is required by Administrative Agent, Administrative Agent shall
(for the benefit of the Secured Parties) nevertheless be entitled to the benefit
of all insurance covering the loss and held by or for any such Loan Party, to
the same extent as if it had been made payable to Administrative Agent. Upon any
foreclosure hereof or transfer of title to any Borrowing Base Property in
extinguishment of the whole or any part of the Obligations, all of the
applicable Loan Party's right, title and interest in and to the insurance
policies referred to in this Agreement (including unearned premiums) and all
proceeds payable thereunder shall thereupon vest in the purchaser at foreclosure
or other such transferee, to the extent permissible under such policies.
Insurance proceeds from any loss with respect to any Borrowing Base Property (or
the Property related thereto) shall also be subject to the following terms and
conditions:

            (i) Administrative Agent shall (for the benefit of the Secured
      Parties) have the right (but not the obligation) to make proof of loss
      for, settle and adjust any claim under, and receive the proceeds of, all
      insurance for loss of or damage to the Borrowing Base Properties or the
      Property related thereto regardless of whether or not such insurance
      policies are required by Administrative Agent, and the expenses incurred
      by Administrative Agent in the adjustment and collection of insurance
      proceeds shall be a part of the Obligations and shall be due and payable
      to Administrative Agent in accordance with Section 11.04 hereof.
      Administrative Agent shall not be, under any circumstances, liable or
      responsible for failure to collect or exercise diligence in the collection
      of any of such proceeds or for the obtaining, maintaining or adequacy of
      any insurance or for failure to see to the proper application of any
      amount paid over to any Loan Party.

            (ii) To the extent any of the proceeds related to insurance coverage
      with respect to any of the Borrowing Base Properties or the Property
      related thereto (the "BBP Insurance Proceeds") are delivered to or
      otherwise obtained by the Borrower or any other Loan Party and are (A) in
      the aggregate, in a gross amount in excess of $50,000,000 (the applicable
      casualty constituting, in such case, a "Substantial

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      Casualty") or (B) the Borrower and Loan Parties do not intend to use such
      BBP Insurance Proceeds for the purpose of restoring or rebuilding the
      applicable Borrowing Base Property or the Property related thereto, such
      proceeds shall be immediately delivered to the Administrative Agent to be
      held or applied in accordance with the provisions of this Section 7.07(b).
      Prior to any required delivery of BBP Insurance Proceeds by the Loan
      Parties to the Administrative Agent, such BBP Insurance Proceeds shall be
      held in escrow by the applicable Loan Party(ies) for the account and
      benefit of the Administrative Agent and the Secured Parties.

            (iii) Any BBP Insurance Proceeds received by Administrative Agent
      (whether from the applicable insurer or from a Loan Party pursuant to
      subclause (ii) above) shall, after deduction therefrom of all reasonable
      expenses actually incurred by Administrative Agent in the collection of
      the same, including attorneys' fees, be (A) held by the Administrative
      Agent in escrow in a cash collateral account subject to a first priority
      security interest in favor of the Administrative Agent (for the benefit of
      the Secured Parties), to the extent such BBP Insurance Proceeds relate to
      a Substantial Casualty and the Borrower has elected to fully rebuild,
      reconstruct and restore the Property pursuant to and in accordance with
      the terms of this Section 7.07(b); (B) applied by the Administrative Agent
      to the Obligations in the priority set forth in Section 2.05(b)(vi), to
      the extent the Borrower has elected not to fully rebuild, reconstruct and
      restore the Property pursuant to and in accordance with the terms of this
      Section 7.07(b) (provided, that the Borrower will have a period of sixty
      (60) days following the delivery of such proceeds to the Administrative
      Agent in which to deliver written notice to the Administrative Agent
      stating whether it intends to rebuild, reconstruct and restore the
      Property or cause such proceeds to be applied to the Obligations and
      provided, further, that any failure to deliver any such notice shall
      evidence the Borrower's election to cause such proceeds to be applied to
      the Obligations in accordance with this subclause (iii)(B)); or (C)
      delivered to the Borrower or any Loan Party designated by the Borrower for
      the purpose of financing the rebuilding, reconstruction and restoration of
      the applicable Property, to the extent such BBP Insurance Proceeds do not
      relate to a Substantial Casualty and the Borrower has elected to fully
      rebuild, reconstruct and restore the Property pursuant to and in
      accordance with the terms of this Section 7.07(b); provided, that if (1)
      the BBP Insurance Proceeds paid in connection with any given casualty
      event are in excess of the amount that is spent on the reconstruction,
      rebuilding or restoration of the applicable Borrowing Base Property, (2)
      the Borrower requests in writing the return of such funds following the
      completion of such rebuilding, reconstruction and restoration and (3)
      there is no then-continuing Default or Event of Default, the
      Administrative Agent shall return such excess funds to the Borrower. The
      Borrower and each Loan Party hereby assigns to, and grants Administrative
      Agent a security interest in, all BBP Insurance Proceeds (prior to
      application thereof) and to any escrow account established pursuant to the
      terms of this Section 7.07(b) and in the funds held therein to secure the
      payment and performance of the Obligations.

            (iv) In the event that the Borrower elects to cause the full
      rebuilding, restoration and reconstruction of any Borrowing Base Property
      or the Property related thereto following any casualty resulting in BBP
      Insurance Proceeds, the Borrower and Loan Parties shall (A) if such BBP
      Insurance Proceeds relate to a Substantial Casualty, (1) certify to the
      Administrative Agent that, in its good faith judgment, such casualty event
      is covered by the insurance held by the Borrower or the applicable Loan
      Party; (2) deliver all information required by the applicable insurer for
      processing of the applicable claim within thirty (30) days of the
      occurrence of such event (or, to the extent delivery within such time
      frame is not reasonably possible, as soon as reasonably practicable
      following such event); (3) upon receipt of the applicable BBP Insurance
      Proceeds or, if earlier, upon receipt of the applicable insurer's
      confirmation of the approved amounts thereof, deliver evidence to the
      Administrative Agent (in form and substance reasonably acceptable to the
      Administrative Agent) that there are sufficient funds from such BBP
      Insurance Proceeds (or prospective BBP Insurance Proceeds) and from cash
      and Cash Equivalents available to the applicable Loan Party, if needed, to
      completely restore or repair the applicable Property to its use, value and
      condition immediately prior to the casualty as well as to maintain
      compliance with the financial and other covenants set forth herein; and
      (4) proceed to use commercially reasonable good faith efforts to pursue
      and resolve such claim with the applicable insurer as expeditiously as is
      reasonably possible without compromising any material rights of the
      Borrower or any other Loan Party with respect to such claim; (B)
      diligently commence to (1) prepare (or cause to be prepared) all plans and
      specifications with respect to the full rebuilding, reconstruction and
      restoration of the applicable Property (to the extent necessary in
      connection with such rebuilding, reconstruction and/or restoration), such
      plans and specifications to be, in

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      the case of a Substantial Casualty, in all material respects acceptable to
      the Administrative Agent in its reasonable discretion, and (2) enter into
      any necessary engineering, architects and construction contracts required
      to fully complete such rebuilding, reconstruction and restoration on
      reasonable market-based terms and conditions; provided that the Borrower
      shall, in the case of a Substantial Casualty, complete items (1) and (2)
      of this subclause (iv)(B) within twelve (12) months following the
      applicable casualty event in a manner that is satisfactory to the
      Administrative Agent, in its reasonable discretion and shall, within (6)
      months following the applicable casualty, provide preliminary plans and
      specifications and a summary budget with respect to the applicable
      restoration; (C) in the case of any Substantial Casualty, deposit into the
      escrow account being maintained by the Administrative Agent pursuant to
      clause (iii) above any amount of cash and Cash Equivalents (in addition to
      the BBP Insurance Proceeds held therein), which, in the reasonable
      judgment of Administrative Agent, is necessary and sufficient to fund the
      full rebuilding, reconstruction and restoration of the applicable Property
      to its use, value and condition immediately prior to the casualty;
      provided, that the Administrative Agent shall be entitled, at the expense
      of the Loan Parties, to consult such professionals as Administrative Agent
      may deem necessary, in its sole discretion, to determine the total costs
      of restoring the applicable Property; (D) cause the applicable rebuilding,
      reconstruction and restoration to be diligently completed in a workmanlike
      manner under, if necessary for such rebuilding, reconstruction and
      restoration, the supervision of an architect and/or engineer selected and
      paid for by the Borrower or the Loan Parties but, in the case of a
      Substantial Casualty, approved in advance by the Administrative Agent in
      its reasonable discretion, and, in the case of a Substantial Casualty, by
      a general contractor who must be acceptable in all material respects to
      Administrative Agent, in its reasonable discretion and who shall have, if
      required by the Administrative Agent, obtained (1) payment and performance
      bonds from a corporate surety reasonably acceptable to Administrative
      Agent and naming Administrative Agent as dual obligee or (2) such other
      protections concerning performance of the applicable contractor as may be
      reasonably satisfactory to the Administrative Agent; and (E) have
      otherwise complied with any of the terms, conditions or restrictions set
      forth herein or in any Mortgage Instrument or other Loan Document with
      respect to the consummation of such rebuilding, reconstruction and
      restoration. If any of the foregoing conditions are not satisfied,
      Administrative Agent may, in its sole discretion (subject to the direction
      of the Required Lenders), apply all BBP Insurance Proceeds held by it to
      the payment of the Obligations in accordance with the priorities
      established pursuant to Section 2.05(b)(vi).

            (v) With respect to BBP Insurance Proceeds held by the
      Administrative Agent pursuant to the terms of this Section 7.07(b) in
      connection with any Substantial Casualty, the Administrative Agent shall,
      following the satisfaction of the conditions set forth in subclauses
      (iv)(B)(1) and (2), disburse such BBP Insurance Proceeds to the Borrower
      or any Loan Party for the payment of invoices related to the rebuilding,
      reconstruction or restoration of the applicable Property (A) to the extent
      the Administrative Agent will not incur any liability to any other person
      as a result of such use or release of such BBP Insurance Proceeds; (B)
      subject to such holdbacks and other terms, conditions and restrictions as
      may be in accordance with the construction lending practices of the
      Administrative Agent and (C) to the extent no Default or Event of Default
      is then-continuing.

            (vi) Notwithstanding anything contained in the foregoing to the
      contrary, (1) immediately upon the occurrence and during the continuance
      of any Default, Administrative Agent may cease the distribution of any
      amounts related to the BBP Insurance Proceeds or otherwise held in the
      escrow account related thereto until such Default is cured or waived by
      the Lenders in accordance with the terms hereof; (2) immediately upon the
      occurrence and during the continuance of any Event of Default,
      Administrative Agent may apply all BBP Insurance Proceeds and any other
      sums deposited with Administrative Agent pursuant to the terms of this
      Section 7.07(b) to the repayment of the Obligations in accordance with the
      priorities established pursuant to Section 2.05(b)(vi); and (3)
      Administrative Agent may apply all BBP Insurance Proceeds and any other
      sums deposited with Administrative Agent pursuant to the terms of this
      Section 7.07(b) and held by Administrative Agent as of the Maturity Date
      to the repayment of the Obligations in accordance with the priorities
      established pursuant to Section 2.05(b)(vi).

            (vii) Regardless of whether any BBP Insurance Proceeds are applied
      to reduce the Obligations pursuant to the terms of this Section 7.07(b),
      the unpaid portion of the Obligations shall remain in full force and
      effect and the payment thereof shall not be excused. The Loan Parties
      shall at all times comply with the requirements of the insurance policies
      required hereunder and of the issuers of such policies and of any

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      board of underwriters or similar body as applicable to or affecting the
      Borrowing Base Properties or the Property related thereto.

      (c) The Borrower shall notify Administrative Agent immediately of any
threatened or pending proceeding for condemnation affecting any Borrowing Base
Property or the Property related thereto or arising out of damage to any
Borrowing Base Property or the Property related thereto, and Borrower shall, at
Borrower's expense, diligently prosecute any such proceedings. Administrative
Agent shall (for the benefit of the Secured Parties) have the right (but not the
obligation) to participate in any such proceeding and to be represented by
counsel of its own choice. Proceeds related to any condemnation event with
respect to any Borrowing Base Property or the Property related thereto shall
also be subject to the following terms and conditions:

            (i) Administrative Agent shall be entitled to receive all sums which
      may be awarded or become payable to any Loan Party for the condemnation of
      any Borrowing Base Property or the Property related thereto, or any part
      thereof, for public or quasi-public use, or by virtue of private sale in
      lieu thereof (such proceeds constituting the "BBP Condemnation Proceeds").
      The applicable Loan Party(ies) shall, promptly upon request of
      Administrative Agent, execute such additional assignments and other
      documents as may be necessary from time to time to permit such
      participation and to enable Administrative Agent to collect and receive
      any such BBP Condemnation Proceeds. Administrative Agent shall not be,
      under any circumstances, liable or responsible for failure to collect or
      to exercise diligence in the collection of any BBP Condemnation Proceeds
      or for failure to see to the proper application of any amount paid over to
      any Loan Party. Administrative Agent is hereby authorized, in the name of
      any applicable Loan Party, to execute and deliver valid acquittances for,
      and to appeal from, any award, judgment or decree constituting BBP
      Condemnation Proceeds. All costs and expenses (including but not limited
      to attorneys' fees) incurred by Administrative Agent in connection with
      any condemnation shall be a demand obligation owing by the Borrower and
      the Loan Parties payable to Administrative Agent in accordance with
      Section 11.04 hereof.

            (ii) To the extent any of the BBP Condemnation Proceeds are
      delivered to or otherwise obtained by the Borrower or any other Loan Party
      and are (A) in the aggregate, in a gross amount in excess of $50,000,000
      (the applicable condemnation constituting, in such case, a "Substantial
      Condemnation") or (B) the Borrower and Loan Parties do not intend to use
      such BBP Condemnation Proceeds for the purpose of restoring or rebuilding
      the applicable Borrowing Base Property or the Property related thereto,
      such proceeds shall be immediately delivered to the Administrative Agent
      to be held or applied in accordance with the provisions of this Section
      7.07(c). Prior to any required delivery of BBP Condemnation Proceeds by
      the Loan Parties to the Administrative Agent, such BBP Condemnation
      Proceeds shall be held in escrow by the applicable Loan Party(ies) for the
      account and benefit of the Administrative Agent and the Secured Parties.

            (iii) Any BBP Condemnation Proceeds received by Administrative Agent
      (whether from the applicable Governmental Authority or from a Loan Party
      pursuant to subclause (ii) above) shall, after deduction therefrom of all
      reasonable expenses actually incurred by Administrative Agent in the
      collection of the same, including attorneys' fees, be (A) held by the
      Administrative Agent in escrow in a cash collateral account subject to a
      first priority security interest in favor of the Administrative Agent (for
      the benefit of the Secured Parties), to the extent such BBP Condemnation
      Proceeds relate to a Substantial Condemnation and the Borrower has elected
      to fully rebuild, reconstruct and restore the Property pursuant to and in
      accordance with the terms of this Section 7.07(c); (B) applied by the
      Administrative Agent to the Obligations in the priority set forth in
      Section 2.05(b)(vi), to the extent the Borrower has elected not to fully
      rebuild, reconstruct and restore the Property pursuant to and in
      accordance with the terms of this Section 7.07(c) (provided, that the
      Borrower will have a period of sixty (60) days following the delivery of
      such proceeds to the Administrative Agent in which to deliver written
      notice to the Administrative Agent stating whether it intends to rebuild,
      reconstruct and restore the Property or cause such proceeds to be applied
      to the Obligations and provided, further, that any failure to deliver any
      such notice shall evidence the Borrower's election to cause such proceeds
      to be applied to the Obligations in accordance with this subclause
      (iii)(B)); or (C) delivered to the Borrower or any Loan Party designated
      by the Borrower for the purpose of financing the rebuilding,
      reconstruction and restoration of the applicable Property, to the extent
      such BBP Condemnation Proceeds do not relate to a Substantial Condemnation
      and the Borrower has

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      elected to fully rebuild, reconstruct and restore the Property pursuant to
      and in accordance with the terms of this Section 7.07(c); provided, that
      if (1) the BBP Condemnation Proceeds paid in connection with any given
      condemnation event are in excess of the amount that is spent on the
      reconstruction, rebuilding or restoration of the applicable Borrowing Base
      Property, (2) the Borrower requests in writing the return of such funds
      following the completion of such rebuilding, reconstruction and
      restoration and (3) there is no then-continuing Default or Event of
      Default, the Administrative Agent shall return such excess funds to the
      Borrower. The Borrower and each Loan Party hereby assigns to, and grants
      Administrative Agent a security interest in, all BBP Condemnation Proceeds
      (prior to application thereof) and to any escrow account established
      pursuant to the terms of this Section 7.07(c) and in the funds held
      therein to secure the payment and performance of the Obligations.

            (iv) In the event that the Borrower elects to cause the full
      rebuilding, restoration and reconstruction of any Borrowing Base Property
      or the Property related thereto following any condemnation resulting in
      BBP Condemnation Proceeds, the Borrower and Loan Parties shall (A) if such
      BBP Condemnation Proceeds relate to a Substantial Condemnation, provide to
      the Administrative Agent, within thirty (30) days of the related
      condemnation event (or, to the extent delivery within such time frame is
      not reasonably possible, as soon as reasonably practicable following such
      event), evidence satisfactory to the Administrative Agent in its
      reasonable discretion that there are sufficient funds from the BBP
      Condemnation Proceeds and from cash and Cash Equivalents available to the
      applicable Loan Party, if needed, to completely restore or repair the
      applicable Property to its use, value and condition immediately prior to
      the condemnation as well as to maintain compliance with the financial and
      other covenants set forth herein; (B) diligently commence to (1) prepare
      (or cause to be prepared) all plans and specifications with respect to the
      full rebuilding, reconstruction and restoration of the applicable Property
      (to the extent necessary in connection with such rebuilding,
      reconstruction and/or restoration), such plans and specifications to be,
      in the case of a Substantial Condemnation, in all material respects
      acceptable to the Administrative Agent in its reasonable discretion, and
      (2) enter into any necessary engineering, architects and construction
      contracts required to fully complete such rebuilding, reconstruction and
      restoration on reasonable market-based terms and conditions; provided that
      the Borrower shall, in the case of a Substantial Condemnation, complete
      items (1) and (2) of this subclause (iv)(B) within twelve (12) months
      following the applicable condemnation event in a manner that is
      satisfactory to the Administrative Agent, in its reasonable discretion and
      shall, within (6) months following the applicable condemnation event,
      provide preliminary plans and specifications and a summary budget with
      respect to the applicable restoration; (C) in the case of any Substantial
      Condemnation, deposit into the escrow account being maintained by the
      Administrative Agent pursuant to clause (iii) above any amount of cash and
      Cash Equivalents (in addition to the BBP Condemnation Proceeds held
      therein), which, in the reasonable judgment of Administrative Agent, is
      necessary and sufficient to fund the full rebuilding, reconstruction and
      restoration of the applicable Property to its use, value and condition
      immediately prior to the condemnation; provided, that the Administrative
      Agent shall be entitled, at the expense of the Loan Parties, to consult
      such professionals as Administrative Agent may deem necessary, in its sole
      discretion, to determine the total costs of restoring the applicable
      Property; (D) cause the applicable rebuilding, reconstruction and
      restoration to be diligently completed in a workmanlike manner under the
      supervision of an architect and/or engineer, if necessary for such
      rebuilding, reconstruction and restoration, selected and paid for by the
      Borrower or the Loan Parties but, in the case of a Substantial
      Condemnation, approved in advance by the Administrative Agent in its
      reasonable discretion, and, in the case of a Substantial Condemnation, by
      a general contractor who must be acceptable in all material respects to
      Administrative Agent, in its reasonable discretion and who shall have, if
      required by the Administrative Agent, obtained (1) payment and performance
      bonds from a corporate surety reasonably acceptable to Administrative
      Agent and naming Administrative Agent as dual obligee or (2) such other
      protections concerning performance of the applicable contractor as may be
      reasonably satisfactory to the Administrative Agent; and (E) have
      otherwise complied with any of the terms, conditions or restrictions set
      forth herein or in any Mortgage Instrument or other Loan Document with
      respect to the consummation of such rebuilding, reconstruction and
      restoration. If any of the foregoing conditions are not satisfied,
      Administrative Agent may, in its sole discretion (subject to the direction
      of the Required Lenders), apply all BBP Condemnation Proceeds held by it
      to the payment of the Obligations in accordance with the priorities
      established pursuant to Section 2.05(b)(vi).

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            (v) With respect to BBP Condemnation Proceeds held by the
      Administrative Agent pursuant to the terms of this Section 7.07(c) in
      connection with any Substantial Condemnation, the Administrative Agent
      shall, following the satisfaction of the conditions set forth in
      subclauses (iv)(B)(1) and (2), disburse such BBP Condemnation Proceeds to
      the Borrower or any Loan Party for the payment of invoices related to the
      rebuilding, reconstruction or restoration of the applicable Property (A)
      to the extent the Administrative Agent will not incur any liability to any
      other person as a result of such use or release of such BBP Condemnation
      Proceeds; (B) subject to such holdbacks and other terms, conditions and
      restrictions as may be in accordance with the construction lending
      practices of the Administrative Agent and (C) to the extent no Default or
      Event of Default is then-continuing.

            (vi) Notwithstanding anything contained in the foregoing to the
      contrary, (1) immediately upon the occurrence and during the continuance
      of any Default, Administrative Agent may cease the distribution of any
      amounts related to the BBP Condemnation Proceeds or otherwise held in the
      escrow account related thereto until such Default is cured or waived by
      the Lenders in accordance with the terms hereof; (2) immediately upon the
      occurrence and during the continuance of any Event of Default,
      Administrative Agent may apply all BBP Condemnation Proceeds and any other
      sums deposited with Administrative Agent pursuant to the terms of this
      Section 7.07(c) to the repayment of the Obligations in accordance with the
      priorities established pursuant to Section 2.05(c)(v); and (3)
      Administrative Agent may apply all BBP Condemnation Proceeds and any other
      sums deposited with Administrative Agent pursuant to the terms of this
      Section 7.07(c) and held by Administrative Agent as of the Maturity Date
      to the repayment of the Obligations in accordance with the priorities
      established pursuant to Section 2.05(b)(vi).

            (vii) Regardless of whether any BBP Condemnation Proceeds are
      applied to reduce the Obligations pursuant to the terms of this Section
      7.07(c), the unpaid portion of the Obligations shall remain in full force
      and effect and the payment thereof shall not be excused.

      7.08  COMPLIANCE WITH LAWS AND MATERIAL CONTRACTUAL OBLIGATIONS.

      Comply with the requirements of all Laws, all material Contractual
Obligations and all orders, writs, injunctions and decrees applicable to it or
to its business or property, except in such instances in which (a) such
requirement of Law, material Contractual Obligation or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings diligently
conducted; or (b) the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect.

      7.09  BOOKS AND RECORDS.

      (a) Maintain proper books of record and account, in which entries that are
full, true and correct in all material respects in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Borrower or such Subsidiary, as the
case may be; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as the case may
be.

      7.10  INSPECTION RIGHTS.

      Permit representatives and independent contractors of the Administrative
Agent and each Lender to visit and inspect any of its properties, to examine its
corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its directors,
officers, and independent public accountants, all at the expense of the
Administrative Agent and Lenders (as applicable) and at such reasonable times
during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Borrower; provided, however, that when an Event
of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice. The Loan Parties agree that the Administrative
Agent, and its representatives, may, notwithstanding the foregoing provisions
concerning the allocation of expenses related to inspections, conduct an annual
audit of the Collateral and books and records of the Consolidated Parties at the
expense of the Loan Parties.

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      7.11  USE OF PROCEEDS.

      Use the proceeds of the Credit Extensions: (a) in the case of the
Revolving Loans and Letters of Credit, for working capital, capital
expenditures, and other lawful corporate purposes; and (b) in the case of the
Term Loans, to finance the costs and expenses (direct and indirect, soft and
hard) related to the construction of Gaylord National and for working capital,
capital expenditures, and other lawful corporate purposes, as designated by the
Borrower from time to time. At any time, and from time to time, Borrower may
designate some or all of the Term Loans as construction indebtedness, which
shall thereafter be used solely for financing the cost of the design,
development, construction and opening of Gaylord National.

      7.12  ADDITIONAL/UPDATE APPRAISALS.

      Acknowledge and agree that the Administrative Agent shall have the right,
in its discretion, to obtain, at the expense of the Borrower, a new or updated
"as-is" appraisal with respect to any Borrowing Base Property once every
eighteen (18) months during the term for use in determining such Borrowing Base
Property's Appraised Value. In addition to the foregoing, the Loan Parties
hereby acknowledge and agree that the Administrative Agent shall, upon the
occurrence of any Substantial Casualty or Substantial Condemnation, have the
right to obtain a new appraisal with respect to the Borrowing Base Property
which is the subject thereof both upon the delivery of the plans and
specifications related to the rebuilding, reconstruction and restoration of such
Property and upon the completion of such rebuilding, reconstruction and
restoration; provided, that the appraisal obtained in connection with the
delivery of the applicable plans and specifications related to such rebuilding,
reconstruction and restoration shall be performed on as "as-completed" basis. To
the extent the Administrative Agent initially incurs any costs or expenses
related to any new appraisal provided for in this Section 7.12, the Borrower
and/or other Loan Parties shall reimburse the Administrative Agent upon demand
in the amount of such costs or expenses. Each appraisal obtained pursuant to
this Section 7.12 shall be in form and substance and from an appraiser
acceptable to the Administrative Agent and each of the Arrangers (in each of
their respective discretion).

      7.13  REMOVAL OF BORROWING BASE PROPERTIES.

      Notwithstanding anything contained herein to the contrary, to the extent
any property qualifying as a Borrowing Base Property (a) ceases to be wholly
owned by a Loan Party or ground leased by a Loan Party pursuant to an acceptable
ground lease; or (b) ceases to be encumbered by a first priority perfected Lien
(subject only to Permitted Liens) in favor of the Administrative Agent (for the
benefit of the Lenders, Administrative Agent and other secured parties
referenced herein), such property shall cease to qualify as a Borrowing Base
Property hereunder and Schedule 1.01(b) attached hereto shall be deemed to have
been amended to remove such Real Property from the list of Borrowing Base
Properties; provided, that no such removal of a Borrowing Base Property from
qualification as such shall result in the release of any remaining Liens in
favor of the Administrative Agent except to the extent otherwise provided herein
or in any other Loan Document.

      7.14  PLEDGED ASSETS.

      Each Loan Party will (a) cause all real Property interests related to the
Borrowing Base Properties (other than the Designated Outparcels), all personal
Property owned by the Loan Parties which own any Borrowing Base Properties
(other than vehicles subject to certificates of title) and all of the Pledged
Interests to be subject at all times to first priority, perfected and, in the
case of the real Property interest in each Borrowing Base Property (whether
leased or owned), title insured Liens in favor of the Administrative Agent to
secure the Obligations pursuant to the terms and conditions of the Collateral
Documents or, with respect to any such Property acquired subsequent to the
Closing Date, such other additional security documents as the Administrative
Agent shall reasonably request, subject in any case only to Permitted Liens; (b)
deliver such other documentation as the Administrative Agent may reasonably
request in connection with the foregoing, including, without limitation,
appropriate UCC-1 financing statements, real estate title insurance policies,
surveys, environmental reports, landlord's waivers, certified resolutions and
other organizational and authorizing documents of such Person, favorable
opinions of counsel to such Person (which shall cover, among other things, the
legality, validity, binding effect and enforceability of the documentation
referred to above and the perfection of the Administrative Agent's Liens
thereunder) and other items of the types required to be delivered pursuant to
Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory
to the Administrative Agent and (c) indemnify and/or reimburse (as applicable)
the Administrative

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Agent for any and all costs, expenses, losses, claims, fees or other amounts
paid or incurred by the Administrative Agent to the extent paid or incurred in
connection with the filing or recording of any documents, agreement or
instruments related to the Collateral, the protection of any of the Collateral,
its rights and interests therein or any Loan Party's underlying rights and
interests therein or the enforcement of any of its other rights with respect to
the Collateral; provided, that the reimbursement and indemnity obligations set
forth in this clause (c) shall be in addition to and in furtherance of all other
reimbursement or indemnity obligations of the Loan Parties referenced herein or
in any other Loan Document.

      7.15  GROUND LEASES.

      Shall (and Borrower shall cause such Loan Parties to), with respect to any
ground lease related thereto or material easement agreements in favor of such
Loan Party and related thereto:

      (a) pay when due the rent and other amounts due and payable thereunder
(subject to applicable cure or grace periods);

      (b) timely perform and observe all of the material terms, covenants and
conditions required to be performed and observed by it as tenant thereunder
(subject to applicable cure or grace periods);

      (c) do all things necessary to preserve and keep unimpaired such ground
lease or easement agreement and its rights thereunder;

      (d) not waive, excuse or discharge any of the material obligations of the
lessor or other obligor thereunder;

      (e) diligently and continuously enforce the material obligations of the
lessor or other obligor thereunder;

      (f) not do, permit or suffer (i) any act, event or omission which would be
likely to result in a default or permit the applicable lessor or other obligor
to terminate or exercise any other remedy with respect to the applicable ground
lease or easement or (ii) any act, event or omission which, with the giving of
notice or the passage of time, or both, would constitute a default or permit the
lessor or such other obligor to exercise any other remedy under the applicable
agreement;

      (g) cancel, terminate, surrender, modify or amend any of the provisions of
any such ground lease or easement or agree to any termination, amendment,
modification or surrender thereof without the prior written consent of the
Administrative Agent;

      (h) deliver to the Administrative Agent all default and other material
notices received by it or sent by it under the applicable ground lease or
easement agreement;

      (i) at Administrative Agent's request, provide to Administrative Agent any
information or materials relating to such ground lease or easement agreement and
evidencing such Loan Party's due observance and performance of its obligations
thereunder;

      (j) not permit or consent to the subordination of such ground lease or
easement agreement to any mortgage or other leasehold interest of the premises
related thereto;

      (k) execute and deliver (to the extent permitted to do so under such
ground lease or easement agreement), upon the request of the Administrative
Agent, any documents, instruments or agreements as may be required to permit the
Administrative Agent to cure any default under such ground lease or easement
agreement;

      (l) provide to Administrative Agent written notice of its intention to
exercise any option or renewal or extension rights with respect to such ground
lease or easement at least thirty (30) days prior to the expiration of the time
to exercise such right or option and, upon the direction of the Administrative
Agent, duly exercise any renewal or extension option with respect to any such
ground lease or easement (provided, that Borrower and each Loan Party

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hereby appoints the Administrative Agent its attorney-in-fact, coupled with an
interest, to execute and deliver, for and in the name of such Person, all
instruments, documents or agreements necessary to extend or renew any such
ground lease or easement;

      (m) not treat, in connection with the bankruptcy or other insolvency
proceedings of any ground lessor or other obligor, any ground lease or easement
agreement as terminated, cancelled or surrendered pursuant to the Bankruptcy
Code without the Administrative Agent's prior written consent;

      (n) in connection with the bankruptcy or other insolvency proceedings of
any ground lessor or other obligor, ratify the legality, binding effect and
enforceability of the applicable ground lease or easement agreement within the
applicable time period therefore in such proceedings, notwithstanding any
rejection by such ground lessor or obligor or trustee, custodian or receiver
related thereto;

      (o) provide to the Administrative Agent not less than thirty (30) days
prior written notice of the date on which the applicable Loan Party shall apply
to any court or other governmental authority for authority or permission to
reject the applicable ground lease or easement agreement in the event that there
shall be filed by or against any Loan Party any petition, action or proceeding
under the Bankruptcy Code or any similar federal or state law; provided, that
the Administrative Agent shall have the right, but not the obligation, to serve
upon the applicable Loan Party within such thirty (30) day period a notice
stating that (i) the Administrative Agent demands that such Loan Party assume
and the assign the relevant ground lease or easement agreement to the
Administrative Agent subject to an in accordance with the Bankruptcy Code and
(ii) the Administrative Agent covenants to cure or provide reasonably adequate
assurance thereof with respect to all defaults susceptible of being cured by the
Administrative Agent and of future performance under the applicable ground lease
or easement agreement; provided, further, that if the Administrative Agent
serves such notice upon the applicable Loan Party, such Loan Party shall not
seek to reject the applicable agreement and shall promptly comply with such
demand;

      (p) permit the Administrative Agent (at its option), during the
continuance of any Event of Default, to (i) perform and comply with all
obligations under the applicable ground lease or easement agreement; (ii) do and
take such action as the Administrative Agent deems necessary or desirable to
prevent or cure any default by such Loan Party under such ground lease or
easement agreement and (iii) enter in and upon the applicable premises related
to such ground lease or easement agreement to the extent and as often as the
Administrative Agent deems necessary or desirable in order to prevent or cure
any default under the applicable ground lease or easement agreement;

      (q) in the event of any arbitration, court or other adjudicative
proceedings under or with respect to any such ground lease or easement
agreement, permit the Administrative Agent (at its option) to exercise all
right, title and interest of the applicable Loan Party in connection with such
proceedings; provided, that (i) Borrower and each other Loan Party hereby
irrevocably appoint the Administrative Agent as their attorney-in-fact (which
appointment shall be deemed coupled with an interest) to exercise such right,
interest and title and (ii) the Loan Parties shall bear all costs, fees and
expenses related to such proceedings; provided, further, that each Loan Party
hereby further agrees that the Administrative Agent shall have the right, but
not the obligation, to proceed in respect of any claim, suit, action or
proceeding relating to the rejection of any of the ground leases or easement
agreements referenced above by the relevant ground lessor or obligor as a result
of bankruptcy or similar proceedings (including, without limitation, the right
to file and prosecute all proofs of claims, complaints, notices and other
documents in any such bankruptcy case or similar proceeding); and

      (r) deliver to the Administrative Agent (or, subject to the requirements
of the subject ground lease, cause the applicable lessor or other obligor to
deliver to the Administrative Agent) an estoppel certificate in relation to such
ground lease or easement agreement in form and substance acceptable to the
Administrative Agent, in its discretion, and, in any case, setting forth (i) the
name of lessee and lessor under the ground lease (if applicable); (ii) that such
ground lease or easement agreement is in full force and effect and has not been
modified except to the extent Administrative Agent has received notice of such
modification; (iii) that no rental and other payments due thereunder are
delinquent as of the date of such estoppel; and (iv) whether such Person knows
of any actual or alleged defaults or events of default under the applicable
ground lease or easement agreement;

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provided, that each Loan Party hereby agrees to execute and deliver to
Administrative Agent, within ten (10) days of any request therefor, such
documents, instruments, agreements, assignments or other conveyances reasonably
requested by the Administrative Agent in connection with or in furtherance of
any of the provisions set forth above or the rights granted to the
Administrative Agent in connection therewith.

                                  ARTICLE VIII
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall not be Fully Satisfied, or any Letter of Credit
shall remain outstanding, no Loan Party shall, nor shall it permit any
Subsidiary to, directly or indirectly:

      8.01  LIENS.

      Create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

            (a) Liens pursuant to any Loan Document;

            (b) Liens existing on the date hereof and listed on Schedule 8.01
      and any renewals or extensions thereof, provided that (i) the property
      covered thereby is not changed, (ii) the amount secured or benefited
      thereby is not increased, (iii) the direct or any contingent obligor with
      respect thereto is not changed, and (iv) any renewal or extension of the
      obligations secured or benefited thereby is permitted by Section 8.03(b);

            (c) Liens (other than Liens imposed under ERISA) for taxes,
      assessments or governmental charges or levies not yet due or which are
      being contested in good faith and by appropriate proceedings diligently
      conducted, if adequate reserves with respect thereto are maintained on the
      books of the applicable Person in accordance with GAAP;

            (d) statutory Liens of landlords and Liens of carriers,
      warehousemen, mechanics, materialmen and suppliers and other Liens imposed
      by law or pursuant to customary reservations or retentions of title
      arising in the ordinary course of business and in an aggregate amount not
      to exceed (in the aggregate), with respect to the Borrowing Base
      Properties, (i) an amount equal to (A) ten percent (10.0%) of the
      construction budget of any hotel then being constructed by the Loan
      Parties (excluding pre-opening costs and capitalized interest related
      thereto), plus (B) $50,000,000 in the aggregate with respect to all other
      operating properties; provided, further, that with respect to all Liens
      referenced in this subclause (i), such Liens shall secure only amounts not
      yet due and payable or, if due and payable, (A) are unfiled and no other
      action has been taken to enforce the same or (B) with respect to Liens
      related to Property subject to the Laws of the State of Maryland, such
      Liens have not yet attached to the applicable Property or otherwise been
      established pursuant to any other judicial action (whether interim or
      permanent) and, in any case, for which adequate reserves determined in
      accordance with GAAP have been established; plus (ii) $5,000,000 in the
      aggregate with respect to any Liens which have been filed or subject to
      some enforcement action (or, with respect to Liens related to Property
      subject to the Laws of the State of Maryland, Liens which have attached to
      the applicable Property or otherwise been established pursuant to any
      other judicial action (whether interim or permanent)) and, in each case,
      for which adequate reserves determined in accordance with GAAP have been
      established; provided, that Liens referenced in this subclause (ii) with
      respect to which the Borrower has procured bonding such that the
      applicable Lien does not, under the laws of the applicable jurisdiction,
      attach to the subject Borrowing Base Property(ies) or has otherwise
      provided security reasonably satisfactory to the Administrative Agent
      shall not be considered "Liens" with respect to the Borrowing Base
      Properties for purposes of this Section 8.01(d);

            (e) pledges or deposits in the ordinary course of business in
      connection with workers' compensation, unemployment insurance and other
      social security legislation, other than any Lien imposed by ERISA;

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            (f) deposits to secure the performance of bids, trade contracts and
      leases (other than Indebtedness), statutory obligations, surety bonds
      (other than bonds related to judgments or litigation), performance bonds
      and other obligations of a like nature incurred in the ordinary course of
      business;

            (g) easements, rights-of-way, restrictions and other similar
      encumbrances affecting real property which, in the aggregate, are not
      substantial in amount, which do not in any case materially detract from
      the value of the property subject thereto or materially interfere with the
      ordinary conduct of the business of the applicable Person and which, with
      respect to Borrowing Base Properties, have been reviewed and approved by
      the Administrative Agent (such approval to be in the sole discretion of
      the Administrative Agent);

            (h) Liens securing judgments for the payment of money not
      constituting an Event of Default under Section 9.01(h) or securing appeal
      or other surety bonds related to such judgments;

            (i) Liens securing Indebtedness permitted under Section 8.03;

            (j) Leases or subleases permitted under Section 8.17;

            (k) any interest of title of a lessor under, and Liens arising from
      UCC financing statements (or equivalent filings, registrations or
      agreements in foreign jurisdictions) relating to, leases permitted by this
      Agreement;

            (l) Liens deemed to exist in connection with Investments in
      repurchase agreements permitted under Section 8.02;

            (m) normal and customary rights of setoff upon deposits of cash in
      favor of banks or other depository institutions;

            (n) Liens of a collection bank arising under Section 4-210 of the
      Uniform Commercial Code on items in the course of collection; and

            (o) Liens of sellers of goods to the Borrower and any of its
      Subsidiaries arising under Article 2 of the Uniform Commercial Code or
      similar provisions of applicable law in the ordinary course of business,
      covering only the goods sold and securing only the unpaid purchase price
      for such goods and related expenses.

      8.02  INVESTMENTS.

      Make any Investments, except:

            (a) Investments held by the Borrower or such Subsidiary in the form
      of Cash Equivalents;

            (b) Investments existing as of the Closing Date and set forth in
      Schedule 8.02;

            (c) Investments consisting of advances or loans to directors,
      officers, employees, agents, customers or suppliers in an aggregate
      principal amount (including Investments of such type set forth in Schedule
      8.02) not to exceed $10,000,000 at any time outstanding; provided that all
      such advances must be in compliance with applicable Laws, including, but
      not limited to, the Sarbanes-Oxley Act of 2002.

            (d) Investments (whether constituting Acquisitions or otherwise) in
      Wholly Owned Subsidiaries of the Borrower (or Persons that will,
      immediately upon the consummation of such Investment, be Wholly Owned
      Subsidiaries of the Borrower) or in the assets of such Persons, to the
      extent such Investments are made in Persons or Property relating to the
      types of businesses which are not prohibited by Section 8.07 hereof;

            (e) Investments consisting of extensions of credit in the nature of
      accounts receivable or notes receivable arising from the grant of trade
      credit in the ordinary course of business, and Investments

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      received in satisfaction or partial satisfaction thereof from financially
      troubled account debtors to the extent reasonably necessary in order to
      prevent or limit loss; or

            (f)   Investments (whether constituting Acquisitions or otherwise)
      in Persons that are not Wholly Owned Subsidiaries of the Borrower (and
      that will not, immediately upon the consummation of such Investment, be
      Wholly Owned Subsidiaries of the Borrower) or in the assets of such
      Persons, to the extent (i) such Investments are made in Persons or
      Property relating to the types of businesses which are not prohibited by
      Section 8.07 hereof and (ii) if Gaylord National has not reached
      Substantial Completion, such Investments either (A) constitute non-cash
      Investments in such Persons or assets (and the applicable non-cash
      Property used to make such Investment was not obtained from cash or Cash
      Equivalents of any Consolidated Party solely for the purpose of making
      such Investment) or (B) to the extent such Investments are cash
      Investments, such Investments are in an aggregate amount not in excess of
      (1) $75,000,000 during any calendar year, plus (2) the amount of cash
      equity raised by the Loan Parties during the term hereof for the purpose
      of making such Investments;

provided, that all Investments made pursuant to this Section 8.02 (other than
Section 8.02(e)) in Persons that are not Wholly Owned Subsidiaries of the
Borrower (and that will not, immediately upon the consummation of such
Investment, be Wholly Owned Subsidiaries of the Borrower) shall be subject to
the restrictions set forth in Section 8.11(e).

      8.03  INDEBTEDNESS.

      Create, incur, assume or suffer to exist any Indebtedness, except:

            (a)   Indebtedness under the Loan Documents;

            (b)   Indebtedness of the Borrower and its Subsidiaries outstanding
      on the Closing Date and set forth in Schedule 8.03 (and renewals,
      refinancings and extensions thereof on terms and conditions no less
      favorable to such Person than such existing Indebtedness; provided that
      the amount of such Indebtedness is not increased at the time of such
      refinancing, refunding, renewal or extension except by an amount equal to
      a reasonable premium or other reasonable amount paid, and fees and
      expenses reasonably incurred, in connection with such refinancing and by
      an amount equal to any existing commitments unutilized thereunder);

            (c)   intercompany Indebtedness and Guarantees with respect to
      Indebtedness, so long as in each case the related Investment made by the
      holder of such Indebtedness or by the provider of such Guarantee, as
      applicable, is permitted under Section 8.02 (other than Section 8.02(f));

            (d)   obligations (contingent or otherwise) of the Borrower or any
      Subsidiary existing or arising under any Swap Contract, provided that (i)
      such obligations are (or were) entered into by such Person in the ordinary
      course of business for the purpose of directly mitigating risks associated
      with liabilities, commitments, investments, assets, or property held or
      reasonably anticipated by such Person, or changes in the value of
      securities issued by such Person, and not for purposes of speculation or
      taking a "market view;" and (ii) such Swap Contract does not contain any
      provision exonerating the non-defaulting party from its obligation to make
      payments on outstanding transactions to the defaulting party;

            (e)   Indebtedness with respect to the SAILS Forward Exchange
      Contracts and any Permitted SAILS Refinancing Indebtedness;

            (f)   Guarantees with respect to any Indebtedness permitted under
      this Section 8.03;

            (g)   Indebtedness in the form of Capital Lease obligations and
      purchase money Indebtedness; provided that (i) the total of all such
      Indebtedness for all such Persons taken together shall not exceed an
      aggregate principal amount of $5,000,000 at any one time outstanding; (ii)
      such Indebtedness when incurred shall not exceed the purchase price of the
      asset(s) financed; and (iii) no such Indebtedness shall be refinanced for
      a principal amount in excess of the principal balance outstanding thereon
      at the time of such refinancing;

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            (h)   Guarantees of Operating Lease obligations of Subsidiaries of
      the Borrower;

            (i)   other Indebtedness hereafter incurred by the Borrower or any
      of its Subsidiaries in an amount not to exceed an aggregate amount of
      $25,000,000 at any time outstanding; provided, that the Borrower (i) shall
      provide the Administrative Agent with copies of any certifications,
      computations or other information or materials required to be provided by
      it under the Senior Note Indentures with respect to the incurrence of any
      such Indebtedness (if any) and (ii) shall not incur any such Indebtedness
      if it has reason to believe that the incurrence of such Indebtedness is
      likely to result in the occurrence of a Default or Event of Default
      hereunder or under any Loan Document; and

            (j)   other Indebtedness hereafter incurred by the Borrower or any
      of its Subsidiaries provided that the Borrower shall have delivered to the
      Administrative Agent a Pro Forma Compliance Certificate demonstrating
      that, upon giving effect on a Pro Forma Basis to the incurrence of such
      Indebtedness and to the concurrent retirement of any other Indebtedness of
      any Consolidated Party, the Loan Parties would be in compliance with the
      financial covenants set forth in Section 8.11 as of the most recent
      calendar quarter end with respect to which the Administrative Agent has
      received the Required Financial Information.

      8.04  FUNDAMENTAL CHANGES.

      Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person; provided that, notwithstanding the foregoing provisions
of this Section 8.04 but subject to the terms of Sections 7.13 and 7.14, (a) the
Borrower may merge or consolidate with any of its Subsidiaries provided that the
Borrower shall be the continuing or surviving corporation, (b) any Loan Party
other than the Borrower may merge or consolidate with any other Loan Party or
the Borrower, (c) any Consolidated Party which is not a Loan Party may be merged
or consolidated with or into any Loan Party provided that such Loan Party shall
be the continuing or surviving corporation, (d) any Consolidated Party which is
not a Loan Party may be merged or consolidated with or into any other
Consolidated Party which is not a Loan Party, (e) any Subsidiary of the Borrower
may merge with any Person that is not a Loan Party in connection with a
Disposition permitted under Section 8.05, and (f) any Wholly Owned Subsidiary of
the Borrower that is not a Loan Party may dissolve, liquidate or wind up its
affairs at any time provided that such dissolution, liquidation or winding up,
as applicable, could not reasonably be expected to have a Material Adverse
Effect.

      8.05  DISPOSITIONS.

      Make any Disposition of any Borrowing Base Property unless:

            (a)   the consideration paid in connection therewith shall be in an
      amount not less than the fair market value of the Property disposed of and
      in cash or Cash Equivalents with such payment to be made contemporaneously
      with consummation of the applicable transaction;

            (b)   no later than five (5) Business Days prior to any such
      Disposition, the Borrower shall have delivered to the Administrative Agent
      (i) a Pro Forma Compliance Certificate demonstrating that, upon giving
      effect on a Pro Forma Basis to such transaction and any prepayments to be
      made in connection therewith pursuant to Section 2.05, the Loan Parties
      would be in compliance with the provisions of Article II hereof concerning
      the Total Revolving Outstandings, Total Term Loan Outstandings and Total
      Facility Outstandings and the financial covenants set forth in Section
      8.11 as of the most recent calendar quarter end with respect to which the
      Administrative Agent has received the Required Financial Information and
      (ii) a certificate of a Responsible Officer of the Borrower specifying the
      anticipated date of such Disposition, briefly describing the asset(s) to
      be sold or otherwise disposed of and setting forth the value of such
      assets, the aggregate consideration and the Net Cash Proceeds to be
      received for such assets in connection with such Disposition;

            (c)   the Loan Parties, to the extent required by Section 2.05(b),
      prepay the Loans (and Cash Collateralize L/C Obligations) in the amount
      and as of the date required pursuant to such section;

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            (d)   for all Dispositions of Borrowing Base Properties following
      (or occurring concurrently with) the Disposition of any other Borrowing
      Base Property hereunder, such Disposition has been approved in writing by
      the Supermajority Lenders;

            (e)   the Net Cash Proceeds derived from any such Disposition are
      applied to Indebtedness or otherwise reinvested in a manner not prohibited
      hereunder or a binding commitment to so reinvest is entered into within
      360 days following the receipt of such Net Cash Proceeds by the Loan
      Parties; and

            (f)   immediately following such Disposition, there shall exist at
      least two (2) hotel Borrowing Base Properties that continue to fully
      qualify as such pursuant to the terms of this Agreement.

      8.06  RESTRICTED PAYMENTS.

      Declare or make, directly or indirectly, any Restricted Payment, or incur
any obligation (contingent or otherwise) to do so, except that so long as no
Default shall have occurred and be continuing at the time of any action
described below or would result therefrom:

            (a)   each Subsidiary may make Restricted Payments (directly or
      indirectly) to any Loan Party and any other Person that owns any Capital
      Stock in such Subsidiary, ratably according to their respective holdings
      of the type of Capital Stock in respect of which such Restricted Payment
      is being made;

            (b)   the Borrower and each Subsidiary may declare and make dividend
      payments or other distributions payable solely in the Capital Stock of
      such Person;

            (c)   the Borrower and each Subsidiary may purchase, redeem or
      otherwise acquire Capital Stock issued by it with the proceeds received
      from the substantially concurrent issue of new shares of its common stock
      or other common Capital Stock;

            (d)   the Borrower may make Restricted Payments to the holders of
      its Capital Stock to the extent not prohibited by the Senior Note
      Indentures, as such documents may be from time to time amended in
      accordance with its terms; provided, however, that (i) the Borrower shall
      not, in any case, use the proceeds of any Disposition of any asset
      previously qualifying as a Borrowing Base Property to fund any Restricted
      Payment prior to the Substantial Completion of Gaylord National and (ii)
      to the extent each of the Senior Note Indentures is, for any reason,
      terminated (whether in connection with the full and final satisfaction of
      the obligations thereunder or otherwise), the Borrower shall, for the
      remainder of the term hereof, be permitted to make Restricted Payments to
      the holders of its Capital Stock to the extent permitted in the last
      Senior Note Indenture to be terminated, as existing immediately prior to
      the termination thereof.

      8.07  CHANGE IN NATURE OF BUSINESS.

      Engage in any material line of business substantially different from those
lines of business conducted by the Borrower and its Subsidiaries on the date
hereof or any business substantially related or incidental thereto or any other
line of business related to the entertainment or hospitality industries.

      8.08  TRANSACTIONS WITH AFFILIATES AND INSIDERS.

      Enter into or permit to exist any transaction or series of transactions
with any officer, director or Affiliate of such Person other than (a) advances
of working capital to any Loan Party, (b) transfers of cash and assets to any
Loan Party, (c) intercompany transactions expressly permitted by Section 8.02,
Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) compensation and
reimbursement of expenses of officers and directors approved in accordance with
company policies and (e) except as otherwise specifically limited in this
Agreement, other transactions which are entered into in the ordinary course of
such Person's business on terms and conditions substantially as favorable to
such Person as would be obtainable by it in a comparable arms-length transaction
with a Person other than an officer, director or Affiliate.

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      8.09  BURDENSOME AGREEMENTS.

      (a)   Enter into any Contractual Obligation that encumbers or restricts
the ability of any such Person to (i) pay dividends or make any other
distributions to any Loan Party on its Capital Stock or with respect to any
other interest or participation in, or measured by, its profits, (ii) pay any
Indebtedness or other obligation owed to any Loan Party, (iii) make loans or
advances to any Loan Party, (iv) sell, lease or transfer any of its Property to
any Loan Party or (v) except in respect of any Consolidated Party which is not a
Loan Party, (A) pledge its Property pursuant to the Loan Documents or any
renewals, refinancings, exchanges, refundings or extension thereof or (B) act as
a Loan Party pursuant to the Loan Documents or any renewals, refinancings,
exchanges, refundings or extension thereof, except (in respect of any of the
matters referred to in clauses (i)-(v)(A) above) for (1) this Agreement and the
other Loan Documents, (2) any Permitted Lien or any document or instrument
governing any Permitted Lien, provided that any such restriction contained
therein relates only to the asset or assets subject to such Permitted Lien or
(3) customary restrictions and conditions contained in any agreement relating to
the sale of any Property permitted under Section 8.05 pending the consummation
of such sale.

      (b)   Enter into any Contractual Obligation that prohibits or otherwise
restricts the existence of any Lien upon any of its Property in favor of the
Administrative Agent (for the benefit of the Lenders) for the purpose of
securing the Obligations, whether now owned or hereafter acquired, or requiring
the grant of any security for any obligation if such Property is given as
security for the Obligations, except (i) in connection with any Permitted Lien
or any document or instrument governing any Permitted Lien, provided that any
such restriction contained therein relates only to the asset or assets subject
to such Permitted Lien and (ii) pursuant to customary restrictions and
conditions contained in any agreement relating to the sale of any Property
permitted under Section 8.05, pending the consummation of such sale.

      8.10  USE OF PROCEEDS.

      Use the proceeds of any Credit Extension, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry margin
stock (within the meaning of Regulation U of the FRB) or to extend credit to
others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose.

      8.11  FINANCIAL COVENANTS.

      (a)   Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio
as of the end of any calendar quarter to be greater than (i) for calendar
quarters ending during calendar year 2007, 7.00x; and (ii) for all other
calendar quarters ending during the term hereof, 6.25x; provided, however, that,
upon the written election of the Borrower received by the Administrative Agent
(which such election shall be made not more than once during the term of this
Agreement), the amounts set forth in subclauses (i) and (ii) above shall, for
the following three (3) consecutive calendar quarters for which the Consolidated
Leverage Ratio is to be calculated (which such quarters may include, at the
option of the Borrower as set forth in its election, the calendar quarter for
which the Borrower is, concurrently with such election, delivering the Required
Financial Information), be increased to 7.25x (in the case of calendar quarters
ending during calendar year 2007) or 7.00x (in the case of all other calendar
quarters) (any such election of the Borrower constituting a "Leverage Ratio
Election"); provided, further, that (x) following the three (3) calendar
quarters which are subject to the Leverage Ratio Election, the Consolidated
Leverage Ratio requirement set forth in subclauses (i) and (ii) above shall,
again, govern compliance with this clause (a); and (y) if the Leverage Ratio
Election is made, Borrower shall, concurrently with its written election (and as
a condition to the effectiveness thereof) provide Administrative Agent with pro
forma operating and financial statements and a Pro Forma Compliance Certificate
demonstrating that the Borrower will be in compliance with all covenants set
forth in this Section 8.11 and with all requirements relating to the amount of
the Obligations during the term of the election period (accounting for the
adjustment of the Consolidated Leverage Ratio as noted above).

      (b)   Consolidated Tangible Net Worth. Permit Consolidated Tangible Net
Worth at any time to be less than the sum of $550,000,000.00, increased on a
cumulative basis as of the end of each calendar quarter, commencing with the
calendar quarter ending March 31, 2005 by an amount equal to (i) 75% of
Consolidated Net Income (to the extent positive) for the calendar quarter then
ended, plus (ii) 75% of the proceeds received by any Consolidated Party in
connection with any Equity Issuance.

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      (c)   Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated
Fixed Charge Coverage Ratio as of the end of any calendar quarter to be less
than (i) for any reporting calendar quarter during which the Leverage Ratio
Election is effective, 1.50x; and (ii) for all other calendar quarters during
the term hereof, 2.00x.

      (d)   Implied Debt Service Coverage Ratio. Permit the Implied Debt Service
Coverage Ratio as of the end of any calendar quarter to be less than 1.60x.

      (e)   Investments in Non-Wholly Owned Subsidiaries. Permit the Investments
of the Borrower and the other Loan Parties in Persons which are not Wholly Owned
Subsidiaries of the Borrower to, at any time, exceed an amount equal to ten
percent (10.0%) of Consolidated Total Assets.

      8.12  SAILS FORWARD EXCHANGE CONTRACTS.

      Cause or permit the unwinding of the SAILS Forward Exchange Contracts
prior to the scheduled expiry date thereof unless, prior to the consummation of
such unwinding transaction (and notwithstanding the provisions of Section 8.13
hereof, the Borrower delivers to the Administrative Agent (a) a Pro Forma
Compliance Certificate showing that such transaction shall not, on a Pro Forma
Basis, cause any of the financial covenants contained herein to be violated and
(b) a certification that no other Default or Event of Default will result
directly from the consummation of such transaction and the immediate effects
thereof on the Borrower and its Subsidiaries.

      8.13  PREPAYMENT OF OTHER INDEBTEDNESS, ETC.

      Permit any Consolidated Party to, if any Default or Event of Default has
occurred and is continuing or would be directly or indirectly caused as a result
thereof, (a) amend or modify any of the terms of any Indebtedness of such
Consolidated Party (other than Indebtedness under the Loan Documents) if such
amendment or modification would add or change any terms in a manner adverse to
such Consolidated Party, or shorten the final maturity or average life to
maturity or require any payment to be made sooner than originally scheduled or
increase the interest rate applicable thereto, or (b) make (or give any notice
with respect thereto) any voluntary, optional or other non-scheduled payment,
prepayment, redemption, acquisition for value (including without limitation, by
way of depositing money or securities with the trustee with respect thereto
before due for the purpose of paying when due), refund, refinance or exchange of
any Indebtedness of such Consolidated Party (other than Indebtedness under the
Loan Documents) (in each case, whether or not mandatory).

      8.14  ORGANIZATION DOCUMENTS; FISCAL YEAR.

      Permit any Consolidated Party to (a) amend, modify or change its
Organization Documents in a manner materially adverse to the Lenders or (b)
change its fiscal year.

      8.15  OWNERSHIP OF SUBSIDIARIES.

      Notwithstanding any other provisions of this Agreement to the contrary,
(a) permit any Person (other than the Borrower or any Wholly Owned Subsidiary of
the Borrower) to own any Capital Stock of any Loan Party that owns a Borrowing
Base Property, except (i) to qualify directors where required by applicable law
or (ii) as a result of or in connection with a dissolution, merger,
consolidation or disposition of a Subsidiary not prohibited by Section 8.04 or
Section 8.05, (b) permit any Loan Party that owns a Borrowing Base Property to
issue or have outstanding any shares of preferred Capital Stock or (c) permit,
create, incur, assume or suffer to exist any Lien on any Capital Stock
constituting Pledged Interests.

      8.16  SALE LEASEBACKS.

      Permit any Consolidated Party to enter into any Sale and Leaseback
Transaction with respect to any Borrowing Base Property.

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      8.17  LEASES.

      Permit any Consolidated Party to enter into, terminate, cancel, amend,
restate, supplement or otherwise modify any Lease relating to any Borrowing Base
Property without the prior written consent of the Administrative Agent (such
consent to be granted or withheld in the reasonable discretion of the
Administrative Agent, subject to the applicable tenant's entering into of a
subordination, non-disturbance and attornment agreement with respect to the
applicable Lease in form and substance acceptable to the Administrative Agent);
provided, that this Section 8.17 shall not be deemed (a) to prohibit the
applicable Loan Party's continued performance under any Existing Lease; (b) to
require the Administrative Agent's approval for any Lease or any such
termination, cancellation, amendment, restatement, supplement or modification
thereof (i) with respect to any parking, restaurant, retail, business, spa or
laundry service spaces or any other leases for uses that are customary or
ancillary to the operation of the applicable Borrowing Base Property; (ii) on
market-rate terms and conditions and (iii) by its terms is expressly
subordinated to the Mortgage Instrument related to the applicable Borrowing Base
Property; (c) to prohibit the applicable Loan Party from terminating any Lease
by reason of a default by the tenant thereunder, provided that such termination
is commercially reasonable; or (d) to prohibit the entering into by a Loan Party
of any ground lease with respect to outparcels held in connection with the
applicable Borrowing Base Property, to the extent (i) the value of such ground
leased outparcels are not material to the operation of the applicable hotel and
(ii) the applicable ground lessee has entered into a subordination,
non-disturbance and attornment agreement with respect to the applicable ground
lease in form and substance acceptable to the Administrative Agent.

      8.18  FOREIGN SUBSIDIARIES.

      Permit the owner of any Borrowing Base Property to be a Foreign
Subsidiary.

      8.19  BORROWING BASE PROPERTY MATTERS.

      Permit (a) any Borrowing Base Property to cease to be wholly owned by a
Loan Party or ground leased by a Loan Party pursuant to an acceptable ground
lease, except in connection with a Disposition completed in accordance with
Section 8.05; (b) the existence of (i) any default or event of default of a Loan
Party under any ground lease underlying any Loan Party's ownership of any
Borrowing Base Property or (ii) any default or event of default by a ground
lessor under any such ground lease which default or event of default has caused
or otherwise resulted in or could reasonably be expected to cause or otherwise
result in any material interference with the applicable Loan Party lessee's
occupancy or other rights under the applicable ground lease; (c) any Borrowing
Base Property to cease to be encumbered by a first priority perfected Lien
(subject only to Liens acceptable to the Administrative Agent, in its
discretion) in favor of the Administrative Agent (for the benefit of the
Lenders, Administrative Agent and other secured parties referenced herein),
except in connection with a Disposition completed in accordance with Section
8.05; or (d) any Borrowing Base Property to be subject to any Lien other than a
Permitted Lien.

      8.20  PROHIBITIONS ON DEBT AND EQUITY ISSUANCES AND OTHER MATTERS RELATED
            TO GAYLORD NATIONAL.

      Notwithstanding anything contained herein to the contrary, (a) conduct any
Debt Issuance or Equity Issuance or otherwise borrow additional funds for the
purpose of investing the proceeds of such Debt Issuance or Equity Issuance or
such other funds in Gaylord National or the Gaylord National Property unless and
until the Aggregate TL Commitments have been fully drawn and reduced to zero (0)
(exclusive of any amount that may be added thereto pursuant to Section 2.06(b);
and provided that, notwithstanding the above, the Loan Parties shall be able to
draw Revolving Loans and obtain L/C Credit Extensions for such purpose prior to
such full funding of the Aggregate TL Commitments); or (b) incur construction
costs and expenses (excluding pre-opening costs and capitalized interest) in
excess of $575,000,000 in connection with the completion of the Gaylord
National; provided, that the provisions of this Section 8.20 shall not, in any
case, be interpreted to prevent, limit or otherwise restrict the Borrower's
ability to exercise its option to increase the Aggregate Revolving Commitments
and/or Aggregate TL Commitments in accordance with Section 2.06(b).

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                                   ARTICLE IX

                         EVENTS OF DEFAULT AND REMEDIES

      9.01  EVENTS OF DEFAULT.

      Any of the following shall constitute an Event of Default:

            (a)   Non-Payment. The Borrower or any other Loan Party fails to pay
      (i) when and as required to be paid herein, any amount of principal of any
      Loan or any L/C Obligation, or (ii) within five (5) days after the same
      becomes due, any interest on any Loan or on any L/C Obligation, any fee
      due hereunder or any other amount payable hereunder or under any other
      Loan Document; or

            (b)   Specific Covenants. The Borrower fails to perform or observe
      any term, covenant or agreement contained in any of Section 7.01, 7.02,
      7.03, 7.05, 7.10, 7.11, 7.13, 7.14 or 7.15 or Article VIII or any
      Guarantor fails to perform or observe any term, covenant or agreement
      contained in Article IV hereof; or

            (c)   Other Defaults. Any Loan Party fails to perform or observe any
      other covenant or agreement (not specified in subsection (a) or (b) above)
      contained in any Loan Document on its part to be performed or observed and
      such failure continues for 30 days after the earlier of (i) the Borrower's
      obtaining knowledge thereof or (ii) the delivery of notice from the
      Administrative Agent; or

            (d)   Representations and Warranties. Any representation, warranty,
      certification or statement of fact made or deemed made by or on behalf of
      the Borrower or any other Loan Party herein, in any other Loan Document,
      or in any document delivered in connection herewith or therewith shall be
      incorrect or misleading in any material respect when made or deemed made;
      or

            (e)   Cross-Default. (i) The Borrower or any Subsidiary (A) fails to
      perform or observe (beyond the applicable grace period with respect
      thereto, if any) any Contractual Obligation if such failure could
      reasonably be expected to have a Material Adverse Effect, (B) fails to
      make any payment when due (whether by scheduled maturity, required
      prepayment, acceleration, demand, or otherwise) in respect of any
      Indebtedness or Guarantee (including, without limitation, any Senior Note
      Indenture, but other than Indebtedness hereunder and Indebtedness under
      Swap Contracts) having an aggregate principal amount (including undrawn
      committed or available amounts and including amounts owing to all
      creditors under any combined or syndicated credit arrangement) of more
      than the Threshold Amount, or (C) fails to observe or perform any other
      agreement or condition relating to any such Indebtedness or Guarantee or
      contained in any instrument or agreement evidencing, securing or relating
      thereto, or any other event occurs, the effect of which default or other
      event is to cause, or to permit the holder or holders of such Indebtedness
      or the beneficiary or beneficiaries of such Guarantee (or a trustee or
      agent on behalf of such holder or holders or beneficiary or beneficiaries)
      to cause, with the giving of notice if required, such Indebtedness to be
      demanded or to become due or to be repurchased, prepaid, defeased or
      redeemed (automatically or otherwise), or an offer to repurchase, prepay,
      defease or redeem such Indebtedness to be made, prior to its stated
      maturity, or such Guarantee to become payable or cash collateral in
      respect thereof to be demanded; or (ii) there occurs under any Swap
      Contract an Early Termination Date (as defined in such Swap Contract)
      resulting from (A) any event of default under such Swap Contract as to
      which the Borrower or any Subsidiary is the Defaulting Party (as defined
      in such Swap Contract) or (B) any Termination Event (as so defined) under
      such Swap Contract as to which the Borrower or any Subsidiary is an
      Affected Party (as so defined) and, in either event, the Swap Termination
      Value owed by the Borrower or such Subsidiary as a result thereof is
      greater than the Threshold Amount; or

            (f)   Insolvency Proceedings, Etc.. Any Loan Party or any of its
      Subsidiaries institutes or consents to the institution of any proceeding
      under any Debtor Relief Law, or makes an assignment for the benefit of
      creditors; or applies for or consents to the appointment of any receiver,
      trustee, custodian, conservator, liquidator, rehabilitator or similar
      officer for it or for all or any material part of its property; or any
      receiver, trustee, custodian, conservator, liquidator, rehabilitator or
      similar officer is appointed without the application or consent of such
      Person and the appointment continues undischarged or unstayed for 60

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      calendar days; or any proceeding under any Debtor Relief Law relating to
      any such Person or to all or any material part of its property is
      instituted without the consent of such Person and continues undismissed or
      unstayed for 60 calendar days, or an order for relief is entered in any
      such proceeding; or

            (g)   Inability to Pay Debts; Attachment. (i) The Borrower or any
      Subsidiary becomes unable or admits in writing its inability or fails
      generally to pay its debts as they become due, or (ii) any writ or warrant
      of attachment or execution or similar process is issued or levied against
      all or any material part of the property of any such Person and is not
      released, vacated or fully bonded within 30 days after its issue or levy;
      or

            (h)   Judgments. There is entered against the Borrower or any
      Subsidiary (i) any one or more final judgments or orders for the payment
      of money in an aggregate amount exceeding the Threshold Amount (to the
      extent not covered by independent third-party insurance as to which the
      insurer does not dispute coverage), or (ii) any one or more non-monetary
      final judgments that have, or could reasonably be expected to have,
      individually or in the aggregate, a Material Adverse Effect and, in either
      case, (A) enforcement proceedings are commenced by any creditor upon such
      judgment or order, or (B) there is a period of ten (10) consecutive days
      during which a stay of enforcement of such judgment, by reason of a
      pending appeal or otherwise, is not in effect; or

            (i)   ERISA. (i) An ERISA Event occurs with respect to a Pension
      Plan or Multiemployer Plan which has resulted or could reasonably be
      expected to result in liability of the Borrower under Title IV of ERISA to
      the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
      excess of the Threshold Amount, or (ii) the Borrower or any ERISA
      Affiliate fails to pay when due, after the expiration of any applicable
      grace period, any installment payment with respect to its withdrawal
      liability under Section 4201 of ERISA under a Multiemployer Plan in an
      aggregate amount in excess of the Threshold Amount; or

            (j)   Invalidity of Loan Documents; Guarantees. (i) Any Loan
      Document, at any time after its execution and delivery and for any reason
      other than as expressly permitted hereunder or satisfaction in full of all
      the Obligations, ceases to be in full force and effect; or any Loan Party
      or any other Person contests in any manner the validity or enforceability
      of any Loan Document; or any Loan Party denies that it has any or further
      liability or obligation under any Loan Document, or purports to revoke,
      terminate or rescind any Loan Document; or (ii) except as the result of or
      in connection with a dissolution, merger or disposition of a Subsidiary
      not prohibited by Section 8.04 or Section 8.05, the Guaranty given by any
      Guarantor hereunder or any provision thereof shall cease to be in full
      force and effect, or any Guarantor hereunder or any Person acting by or on
      behalf of such Guarantor shall deny or disaffirm such Guarantor's
      obligations under its Guaranty, or any Guarantor shall default in the due
      performance or observance of any term, covenant or agreement on its part
      to be performed or observed pursuant to its Guaranty; or

            (k)   Change of Control. There occurs any Change of Control; or

            (l)   Abandonment of Collateral/Construction. The Loan Parties (i)
      abandon or otherwise cease operations with respect to any Borrowing Base
      Property for a period in excess of (A) seven (7) consecutive days or (B)
      twenty (20) days in the aggregate over the term hereof (subject, in each
      case, to Designated Force Majeure Events or Other Covered Events, but
      regardless of whether any other conditions typically described as "force
      majeure" may exist with respect to any such property); (ii) cease material
      construction activities with respect to Gaylord National (as determined by
      the Administrative Agent in its sole discretion) for a period in excess of
      sixty (60) cumulative days following the acquisition of such property and
      the commencement of construction with respect thereto (subject to
      Designated Force Majeure Events and Other Covered Events, but regardless
      of whether any other conditions typically described as "force majeure" may
      exist with respect to the construction of such property); or (iii) fail,
      for any reason (subject to any Other Covered Events, but not subject to
      Designated Force Majeure Events which are not, in the reasonable judgment
      of the Administrative Agent, covered by any insurance held by or adequate
      condemnation award to be paid to the Borrower or other Loan Parties), to
      cause Gaylord National to be Substantially Completed by June 30, 2008.

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      9.02  REMEDIES UPON EVENT OF DEFAULT.

      If any Event of Default occurs and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:

            (a)   declare the commitment of each Lender to make Loans and any
      obligation of the L/C Issuer to make L/C Credit Extensions to be
      terminated, whereupon such commitments and obligation shall be terminated;

            (b)   declare the unpaid principal amount of all outstanding Loans,
      all interest accrued and unpaid thereon, and all other amounts owing or
      payable hereunder or under any other Loan Document to be immediately due
      and payable, without presentment, demand, protest or other notice of any
      kind, all of which are hereby expressly waived by the Borrower;

            (c)   require that the Borrower Cash Collateralize the L/C
      Obligations (in an amount equal to the then Outstanding Amount thereof);
      and

            (d)   exercise on behalf of itself and the Lenders all rights and
      remedies available to it and the Lenders under the Loan Documents;

      provided, however, that upon the occurrence of an actual or deemed entry
      of an order for relief with respect to the Borrower under the Bankruptcy
      Code of the United States, the obligation of each Lender to make Loans and
      any obligation of the L/C Issuer to make L/C Credit Extensions shall
      automatically terminate, the unpaid principal amount of all outstanding
      Loans and all interest and other amounts as aforesaid shall automatically
      become due and payable, and the obligation of the Borrower to Cash
      Collateralize the L/C Obligations as aforesaid shall automatically become
      effective, in each case without further act of the Administrative Agent or
      any Lender.

      9.03  APPLICATION OF FUNDS.

      After the acceleration of the Obligations as provided for in Section
9.02(b) (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 9.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:

      First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent in its capacity
as such;

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders (including fees, charges and disbursements of counsel to the respective
Lenders and the L/C Issuer and amounts payable under Article III), ratably among
them in proportion to the amounts described in this clause Second payable to
them;

      Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and the L/C Issuer in proportion to the respective amounts
described in this clause Third payable to them;

      Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans, L/C Borrowings and Swap Contracts between any Loan Party
and any Lender or Affiliate of any Lender and to Cash Collateralize the undrawn
amounts of Letters of Credit, ratably among the Lenders and the L/C Issuer in
proportion to the respective amounts described in this clause Fourth held by
them;

      Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

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      Subject to Section 2.03(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above
shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.

                                    ARTICLE X

                              ADMINISTRATIVE AGENT

      10.01 APPOINTMENT AND AUTHORITY.

      (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints
Bank of America to act on its behalf as the Administrative Agent hereunder and
under the other Loan Documents and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and neither the Borrower nor any other Loan Party shall have rights as a
third party beneficiary of any of such provisions.

      10.02 RIGHTS AS A LENDER.

      The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.

      10.03 EXCULPATORY PROVISIONS.

      The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:

            (a)   shall not be subject to any fiduciary or other implied duties,
      regardless of whether a Default has occurred and is continuing;

            (b)   shall not have any duty to take any discretionary action or
      exercise any discretionary powers, except discretionary rights and powers
      expressly contemplated hereby or by the other Loan Documents that the
      Administrative Agent is required to exercise as directed in writing by the
      Required Lenders (or such other number or percentage of the Lenders as
      shall be expressly provided for herein or in the other Loan Documents),
      provided that the Administrative Agent shall not be required to take any
      action that, in its opinion or the opinion of its counsel, may expose the
      Administrative Agent to liability or that is contrary to any Loan Document
      or applicable law; and

            (c)   shall not, except as expressly set forth herein and in the
      other Loan Documents, have any duty to disclose, and shall not be liable
      for the failure to disclose, any information relating to the Borrower or
      any of its Affiliates that is communicated to or obtained by the Person
      serving as the Administrative Agent or any of its Affiliates in any
      capacity.

      The Administrative Agent shall not be liable for any action taken or not
      taken by it (i) with the consent or at the request of the Required Lenders
      (or such other number or percentage of the Lenders as shall be necessary,
      or as the Administrative Agent shall believe in good faith shall be
      necessary, under the circumstances as provided in Sections 11.01 and 9.02)
      or (ii) in the absence of its own gross negligence or willful misconduct.
      The Administrative Agent shall be deemed not to have knowledge of any
      Default

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      unless and until notice describing such Default is given to the
      Administrative Agent by the Borrower, a Lender or the L/C Issuer.

      The Administrative Agent shall not be responsible for or have any duty to
      ascertain or inquire into (i) any statement, warranty or representation
      made in or in connection with this Agreement or any other Loan Document,
      (ii) the contents of any certificate, report or other document delivered
      hereunder or thereunder or in connection herewith or therewith, (iii) the
      performance or observance of any of the covenants, agreements or other
      terms or conditions set forth herein or therein or the occurrence of any
      Default, (iv) the validity, enforceability, effectiveness or genuineness
      of this Agreement, any other Loan Document or any other agreement,
      instrument or document or (v) the satisfaction of any condition set forth
      in Article V or elsewhere herein, other than to confirm receipt of items
      expressly required to be delivered to the Administrative Agent.

      10.04 RELIANCE BY ADMINISTRATIVE AGENT.

      The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender
or the L/C Issuer prior to the making of such Loan or the issuance of such
Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

      10.05 DELEGATION OF DUTIES.

      The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article shall apply to any such
sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

      10.06 RESIGNATION/REMOVAL OF ADMINISTRATIVE AGENT.

      The Administrative Agent may at any time give notice of its resignation to
the Lenders, the L/C Issuer and the Borrower. In addition, the Administrative
Agent may be removed at the written direction of the Required Lenders to the
extent the Administrative Agent is shown to be grossly negligent in the
performance of its material obligations and/or duties hereunder or to have
engaged in willful misconduct in the performance of such obligations and/or
duties; provided that any such removal of an Administrative Agent shall also
constitute its removal as L/C Issuer. Upon receipt of any such notice of
resignation or upon any removal of the Administrative Agent by the Required
Lenders, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United
States. In the case of a retiring Administrative Agent, if no such successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf
of the Lenders and the L/C Issuer, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the Administrative
Agent shall notify the Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the

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other Loan Documents (except that in the case of any collateral security held by
the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of
the Loan Documents, the retiring Administrative Agent shall continue to hold
such collateral security until such time as a successor Administrative Agent is
appointed) and (2) all payments, communications and determinations provided to
be made by, to or through the Administrative Agent shall instead be made by or
to each Lender and the L/C Issuer directly, until such time as the Required
Lenders appoint a successor Administrative Agent as provided for above in this
Section. In the case of the removal of an Administrative Agent by the Required
Lenders, such removal shall constitute the immediate termination of such
Administrative Agent's position hereunder and (1) the removed Administrative
Agent shall be immediately discharged from its duties and obligations hereunder
and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or the L/C
Issuer under any of the Loan Documents, the removed Administrative Agent shall
continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and the L/C Issuer directly, until
such time as the Required Lenders appoint a successor Administrative Agent as
provided for above in this Section. Upon the acceptance of a successor's
appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) or removed Administrative Agent, and the retiring or
removed Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section). The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the retiring or removed Administrative Agent's resignation or
removal hereunder and under the other Loan Documents, the provisions of this
Article and Section 10.04 shall continue in effect for the benefit of such
retiring or removed Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of
them while the retiring or removed Administrative Agent was acting as
Administrative Agent.

Any resignation by or removal of an Administrative Agent pursuant to this
Section shall also constitute its resignation or removal as L/C Issuer, if
applicable. Upon the acceptance of a successor's appointment as Administrative
Agent hereunder, (a) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the
retiring or removed L/C Issuer shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents, and (c) the
successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make
other arrangement satisfactory to the retiring L/C Issuer to effectively assume
the obligations of the retiring L/C Issuer with respect to such Letters of
Credit.

      10.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

      Each Lender and the L/C Issuer acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

      10.08 NO OTHER DUTIES, ETC..

      Anything herein to the contrary notwithstanding, none of the Bookrunners,
Arrangers or Syndication Agents listed on the cover page hereof shall have any
powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or the L/C Issuer hereunder.

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      10.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise

            (a)   to file and prove a claim for the whole amount of the
      principal and interest owing and unpaid in respect of the Loans, L/C
      Obligations and all other Obligations that are owing and unpaid and to
      file such other documents as may be necessary or advisable in order to
      have the claims of the Lenders, the L/C Issuer and the Administrative
      Agent (including any claim for the reasonable compensation, expenses,
      disbursements and advances of the Lenders, the L/C Issuer and the
      Administrative Agent and their respective agents and counsel and all other
      amounts due the Lenders, the L/C Issuer and the Administrative Agent under
      Sections 2.03(i) and (j), 2.08 and 11.04) allowed in such judicial
      proceeding; and

            (b)   to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.08
and 11.04.

      Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.

      10.10 COLLATERAL AND GUARANTY MATTERS.

      The Lenders and the L/C Issuer irrevocably authorize the Administrative
Agent, at its option and in its discretion,

            (a)   to release any Lien on any property granted to or held by the
      Administrative Agent under any Loan Document (i) upon termination of the
      Aggregate Revolving Commitments and the Aggregate TL Commitments and
      payment in full of all Obligations (other than contingent indemnification
      obligations) and the expiration or termination of all Letters of Credit,
      (ii) that is transferred or to be transferred as part of or in connection
      with any Disposition permitted hereunder or under any other Loan Document
      (provided, that in the case of any transfer of a Borrowing Base Property,
      such transfer shall be accompanied by the prepayment (if any) of the
      Obligations required pursuant to Section 2.05(b)), or (iii) subject to
      Section 11.01, if approved, authorized or ratified in writing by the
      Required Lenders; and

            (b)   to release any Guarantor from its obligations under the
      Guaranty if such Person ceases to be a Subsidiary of the Borrower as a
      result of a transaction permitted hereunder.

      Upon request by the Administrative Agent at any time, the Required Lenders
will confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of Property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this Section
10.11.
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

      11.01 AMENDMENTS, ETC.

      No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such amendment, waiver or consent shall:

            (a) extend or increase the Commitment of any Lender (or reinstate
      any Commitment terminated pursuant to Section 9.02) without the written
      consent of such Lender (it being understood and agreed that a waiver of
      any condition precedent set forth in Section 5.02 or of any Default or
      Event of Default or mandatory reduction in the Commitments shall not
      constitute a change in the terms of any Commitment of any Lender);
      provided, however, that this clause shall not be deemed to prevent the
      Required Lenders and Loan Parties from approving (i) any increase in the
      aggregate Commitments of the Lenders hereunder (to the extent such
      increase does not increase the Commitment of any individual Lender without
      such Lender's written consent); and/or (ii) the addition of one or more
      borrowing tranches to this Agreement and providing for the ratable sharing
      of the benefits of this Agreement and the other Loan Documents with the
      other then-outstanding Obligations in respect of the extensions of credit
      from time to time outstanding under such additional borrowing tranche(s)
      and the accrued interest and fees in respect thereof; and/or (iii) the
      inclusion of such lenders under any additional borrowing tranches in the
      determination of the "Required Lenders" or "Lenders" hereunder and/or
      consent rights in favor of such Persons under any or all of subsections
      (b) - (j) of this Section 11.01 corresponding to the consent rights of the
      other Lenders thereunder;

            (b) postpone any date fixed by this Agreement or any other Loan
      Document for any payment (excluding mandatory prepayments) of principal,
      interest, fees or other amounts due to the Lenders (or any of them)
      hereunder or under any other Loan Document without the written consent of
      each Lender directly affected thereby;

            (c) reduce the principal of, or the rate of interest specified
      herein on, any Loan or L/C Borrowing, or any fees or other amounts payable
      hereunder or under any other Loan Document without the written consent of
      each Lender directly affected thereby; provided, however, that only the
      consent of the Required Lenders shall be necessary to amend the definition
      of "Default Rate" or to waive any obligation of the Borrower to pay
      interest or Letter of Credit Fees at the Default Rate;

            (d) change Section 2.12 or Section 9.03 in a manner that would alter
      the pro rata sharing of payments required thereby without the written
      consent of each Lender;

            (e) change any provision of this Section or the definition of
      "Required Lenders" or any other provision hereof specifying the number or
      percentage of Lenders required to amend, waive or otherwise modify any
      rights hereunder or make any determination or grant any consent hereunder,
      without the written consent of each Lender;

            (f) (i) except as the result of or in connection with a Disposition
      not prohibited by Section 8.05, release all or substantially all of the
      Collateral and (ii) except as otherwise provided in Section 10.10, release
      any Guarantor, in each case, without the written consent of each Lender;

            (g) except as the result of or in connection with a dissolution,
      merger or disposition of a Loan Party not prohibited by Section 8.04 or
      Section 8.05, release the Borrower or substantially all of the other Loan
      Parties from its or their obligations under the Loan Documents without the
      written consent of each Lender;

            (h) without the consent of Lenders (other than Defaulting Lenders)
      holding in the aggregate at least a majority of the Revolving Commitments
      (or if the Revolving Commitments have been terminated, the

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<PAGE>

      outstanding Revolving Loans (and participations in any L/C Obligations)),
      waive any Default or Event of Default for purposes of the funding of a
      Revolving Loan under Section 5.02(b);

            (i) without the consent of Lenders (other than Defaulting Lenders)
      holding in the aggregate at least a majority of the Aggregate TL
      Commitments, waive any Default or Event of Default for purposes of the
      funding of a Term Loan under Section 5.02(b);

            (j) without the consent of each Agent Lender, modify the provisions
      of Section 8.11(d) or increase the percentage multiplier set forth in the
      definition of "Borrowing Base";

            (k) without the express written approval of each of the Lenders,
      permit the addition of any Property to the list set forth on Schedule
      1.01(b) or otherwise permit any additional Property to be treated as a
      "Borrowing Base Property" for purposes of this Agreement; provided, that
      this provision shall not be deemed to restrict the removal of Properties
      from Schedule 1.01(b) to the extent otherwise permitted herein; or

            (l) without the written consent of (i) Lenders holding a majority of
      the Revolving Commitments (or if the Revolving Commitments have been
      terminated, the outstanding Revolving Loans and participations in any L/C
      Obligations) and (ii) Lenders holding a majority of the outstanding Term
      Loan (and participations therein), impose any greater restriction on the
      ability of any Lender to assign any of its rights or obligations
      hereunder. For purposes of this clause, the aggregate amount of each
      Lender's risk participation and funded participation in L/C Obligations
      shall be deemed to be held by such Lender.

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it
(including, without limitation, the priority of any payments, indemnities or
reimbursements due to the L/C Issuer hereunder); (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document (including,
without limitation, the priority of any payments, indemnities or reimbursements
due to the Administrative Agent); and (iii) the Fee Letter may be amended, or
rights or privileges thereunder waived, in a writing executed only by the
parties thereto.

            Notwithstanding anything to the contrary herein, no Defaulting
      Lender shall have any right to approve or disapprove any amendment, waiver
      or consent hereunder, except that the Commitment of such Lender may not be
      increased or extended without the consent of such Lender.

            Notwithstanding the fact that the consent of all the Lenders is
      required in certain circumstances as set forth above, (x) each Lender is
      entitled to vote as such Lender sees fit on any bankruptcy reorganization
      plan that affects the Loans, and each Lender acknowledges that the
      provisions of Section 1126(c) of the Bankruptcy Code supersedes the
      unanimous consent provisions set forth herein and (y) the Required Lenders
      shall determine whether or not to allow a Loan Party to use cash
      collateral in the context of a bankruptcy or insolvency proceeding and
      such determination shall be binding on all of the Lenders.

      11.02 NOTICES. EFFECTIVENESS OF ELECTRONIC COMMUNICATIONS.

      (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

            (i) if to the Borrower, the Administrative Agent or the L/C Issuer,
      to the address, telecopier number, electronic mail address or telephone
      number specified for such Person on Schedule 11.02; and

            (ii) if to any other Lender, to the address, telecopier number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire.

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Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

      (b) Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article
II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications.

      Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

      (c) Change of Address, Etc. Each of the Borrower, the Administrative Agent
and the L/C Issuer may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, telecopier or telephone number
for notices and other communications hereunder by notice to the Borrower, the
Administrative Agent and the L/C Issuer.

      (d) Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Committed Loan Notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrower shall indemnify the Administrative Agent, the L/C Issuer, each
Lender and the Related Parties of each of them from all losses, costs, expenses
and liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other telephonic communications with the Administrative Agent may be recorded by
the Administrative Agent, and each of the parties hereto hereby consents to such
recording.

      (e) Delivery of Documents to Lenders. Promptly upon any Lender's
reasonable request, the Administrative Agent shall deliver to such Lender any
materials or information delivered by any Loan Party to it in its capacity as
Administrative Agent hereunder. In addition, the Administrative Agent shall
promptly deliver to the Lenders any notices or other materials received by it
indicating the occurrence or continuance of any Default or Event of Default
hereunder, in each case, to the extent such notices or materials are clearly
marked as a "Notice of Default/Event of Default" or Administrative Agent has
actual knowledge that such notices or other materials contain such information.

      11.03 NO WAIVER; CUMULATIVE REMEDIES.

      No failure by any Lender, the L/C Issuer or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

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      11.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

      (a) Costs and Expenses. The Borrower shall pay (without duplication of
other amounts required to be paid by Borrower hereunder): (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the L/C Issuer or,
during the continuance of an Event of Default, the Lenders (including the fees,
charges and disbursements of any counsel for the Administrative Agent, any
Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys
who may be employees of the Administrative Agent, the L/C Issuer or, during the
continuance of any Event of Default, any Lender, in connection with the
enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

      (b) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent (and any sub-agent thereof), each Agent Lender (in their
respective agent capacities), each Lender and the L/C Issuer, and each Related
Party of any of the foregoing Persons (each such Person being called an
"Indemnitee") against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses (including the fees,
charges and disbursements of any counsel for any Indemnitee), and shall
indemnify and hold harmless each Indemnitee from all fees and time charges and
disbursements for attorneys who may be employees of any Indemnitee, incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by the
Borrower or any other Loan Party arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other Loan Party, and regardless of whether any Indemnitee is a
party thereto, in all cases, whether or not caused by or arising, in whole or in
part, out of the comparative, contributory or sole negligence of the Indemnitee;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
(x) are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or (y) result from a claim brought by the Borrower
or any other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee's obligations hereunder or under any other Loan Document, if the
Borrower or such Loan Party has obtained a final and nonappealable judgment in
its favor on such claim as determined by a court of competent jurisdiction.

      (c) Reimbursement by Lenders. To the extent that the Borrower for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with

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such capacity. The obligations of the Lenders under this subsection (c) are
subject to the provisions of Section 2.12(d).

      (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, the Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby.

      (e) Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.

      (f) Survival. The agreements in this Section shall survive the resignation
of the Administrative Agent and the L/C Issuer, the replacement of any Lender,
the termination of the Aggregate Revolving Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

      11.05 PAYMENTS SET ASIDE.

      To the extent that any payment by or on behalf of the Borrower is made to
the Administrative Agent, the L/C Issuer or any Lender, or the Administrative
Agent, the L/C Issuer or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent,
the L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees
to pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect. The obligations of the Lenders and the L/C Issuer under clause
(b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.

      11.06 SUCCESSORS AND ASSIGNS.

      (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that neither the Borrower nor any other Loan Party may
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent each Lender and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an Eligible Assignee in accordance with the provisions of
subsection (b) of this Section, (ii) by way of participation in accordance with
the provisions of subsection (d) of this Section, or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (f)
of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

      (b) Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations) at the time owing to it); provided that:

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            (i) except in the case of an assignment of the entire remaining
      amount of the assigning Lender's Commitment and the Loans at the time
      owing to it or in the case of an assignment to a Lender or an Affiliate of
      a Lender or an Approved Fund with respect to a Lender, the aggregate
      amount of the Commitment (which for this purpose includes Loans
      outstanding thereunder) or, if the Revolving Commitments are not then in
      effect, the outstanding principal balance of the Loans of the assigning
      Lender subject to each such assignment, determined as of the date the
      Assignment and Assumption with respect to such assignment is delivered to
      the Administrative Agent or, if "Trade Date" is specified in the
      Assignment and Assumption, as of the Trade Date, shall not be less than
      $5,000,000 unless each of the Administrative Agent and, so long as no
      Event of Default has occurred and is continuing, the Borrower otherwise
      consents (each such consent not to be unreasonably withheld or delayed);

            (ii) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement with respect to the Loans or the Commitment assigned;

            (iii) any assignment of a Revolving Commitment must be approved by
      the Administrative Agent, and the L/C Issuer unless the Person that is the
      proposed assignee is itself a Lender (whether or not the proposed assignee
      would otherwise qualify as an Eligible Assignee; provided that any such
      approval shall not be unreasonably withheld by the Administrative Agent or
      the L/C Issuer); and

            (iv) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $2,500, and the Eligible Assignee, if it
      shall not be a Lender, shall deliver to the Administrative Agent an
      Administrative Questionnaire.

      Subject to acceptance and recording thereof by the Administrative Agent
      pursuant to subsection (c) of this Section, from and after the effective
      date specified in each Assignment and Assumption, the Eligible Assignee
      thereunder shall be a party to this Agreement and, to the extent of the
      interest assigned by such Assignment and Assumption, have the rights and
      obligations of a Lender under this Agreement, and the assigning Lender
      thereunder shall, to the extent of the interest assigned by such
      Assignment and Assumption, be released from its obligations under this
      Agreement (and, in the case of an Assignment and Assumption covering all
      of the assigning Lender's rights and obligations under this Agreement,
      such Lender shall cease to be a party hereto but shall continue to be
      entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with
      respect to facts and circumstances occurring prior to the effective date
      of such assignment). Upon request, the Borrower (at its expense) shall
      execute and deliver a Note to the assignee Lender. Any assignment or
      transfer by a Lender of rights or obligations under this Agreement that
      does not comply with this subsection shall be treated for purposes of this
      Agreement as a sale by such Lender of a participation in such rights and
      obligations in accordance with subsection (d) of this Section.

      (c) Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by each of the Borrower and the L/C Issuer at any
reasonable time and from time to time upon reasonable prior notice. In addition,
at any time that a request for a consent for a material or other substantive
change to the Loan Documents is pending, any Lender wishing to consult with
other Lenders in connection therewith may request and receive from the
Administrative Agent a copy of the Register.

      (d) Participations. Any Lender may at any time, without the consent of, or
notice to, the Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person or the Borrower or any of the Borrower's
Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations) owing to it); provided that (i) such Lender's
obligations under this

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Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement.

      Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 11.01 that affects such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.12 as though it were a
Lender.

      (e) Limitation on Participation Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 3.01(e) as though it were a
Lender.

      (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

      (g) Electronic Execution of Assignments. The words "execution," "signed,"
"signature," and words of like import in any Assignment and Assumption shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.

      (h) Intentionally Omitted.

      (i) Resignation as L/C Issuer after Assignment. Notwithstanding anything
to the contrary contained herein, if at any time Bank of America assigns all of
its Commitment and Loans pursuant to subsection (b) above, Bank of America may,
upon 30 days' notice to the Borrower and the Lenders, resign as L/C Issuer. In
the event of any such resignation as L/C Issuer, the Borrower shall be entitled
to appoint from among the Lenders a successor L/C Issuer hereunder; provided,
however, that no failure by the Borrower to appoint any such successor shall
affect the resignation of Bank of America as L/C Issuer. If Bank of America
resigns as L/C Issuer, it shall retain all the rights and obligations of the L/C
Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate
Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)).

      11.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

      Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such

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Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower.

      For purposes of this Section, "Information" means all information received
from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary
or any of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by the Borrower or any Subsidiary,
provided that, in the case of information received from the Borrower or any
Subsidiary after the date hereof, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

      11.08 SET-OFF.

      If an Event of Default shall have occurred and be continuing, each Lender,
the L/C Issuer and each of their respective Affiliates is hereby authorized at
any time and from time to time, after obtaining the prior written consent of the
Administrative Agent (which consent shall only be withheld for the purpose of
preventing any triggering of any applicable "single action" laws), to the
fullest extent permitted by applicable law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender, the L/C Issuer or any such Affiliate to or for the
credit or the account of the Borrower or any other Loan Party against any and
all of the obligations of the Borrower or such Loan Party now or hereafter
existing under this Agreement or any other Loan Document to such Lender or the
L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall
have made any demand under this Agreement or any other Loan Document and
although such obligations of the Borrower or such Loan Party may be contingent
or unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the L/C Issuer or their
respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify
the Borrower and the Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not affect the
validity of such setoff and application

      11.09 INTEREST RATE LIMITATION.

      Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the
"Maximum Rate"). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.

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      11.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS.

      This Agreement may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 5.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

      11.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

      All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

      11.12 SEVERABILITY.

      If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

      11.13 REPLACEMENT OF LENDERS.

      If any Lender requests compensation under Section 3.04, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, if any Lender
is a Defaulting Lender, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 11.06), all of its
interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment), provided that:

            (a) the Borrower shall have paid to the Administrative Agent the
      assignment fee specified in Section 11.06(b);

            (b) such Lender shall have received payment of an amount equal to
      the outstanding principal of its Loans and L/C Advances, accrued interest
      thereon, accrued fees and all other amounts payable to it hereunder and
      under the other Loan Documents (including any amounts under Section 3.05)
      from the assignee (to the extent of such outstanding principal and accrued
      interest and fees) or the Borrower (in the case of all other amounts);

            (c) in the case of any such assignment resulting from a claim for
      compensation under Section 3.04 or payments required to be made pursuant
      to Section 3.01, such assignment will result in a reduction in such
      compensation or payments thereafter; and

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            (d) such assignment does not conflict with applicable Laws.

      A Lender shall not be required to make any such assignment or delegation
      if, prior thereto, as a result of a waiver by such Lender or otherwise,
      the circumstances entitling the Borrower to require such assignment and
      delegation cease to apply.

      11.14 GOVERNING LAW; JURISDICTION; ETC.

      (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, the LAW OF THE STATE OF NEW YORK.

      (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NORTH CAROLINA SITTING
IN MECKLENBURG COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN
DISTRICT OF NORTH CAROLINA AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF
THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NORTH CAROLINA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.

      (c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

      (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.

      11.15 WAIVER OF JURY TRIAL.

      EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS

                                       98

<PAGE>

AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      11.16 USA PATRIOT ACT NOTICE.

      Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies each Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it
is required to obtain, verify and record information that identifies such
Borrower, which information includes the name and address of such Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify such Borrower in accordance with the Act.

      11.17 ENTIRE AGREEMENT.

      THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

      11.19 SUBORDINATION OF INTERCOMPANY DEBT.

      Each Loan Party agrees that all intercompany Indebtedness among Loan
Parties (the "Intercompany Debt") is subordinated in right of payment, to the
prior payment in full of all Obligations. Notwithstanding any provision of this
Agreement to the contrary, provided that no Event of Default has occurred and is
continuing, Loan Parties may make and receive payments with respect to the
Intercompany Debt to the extent otherwise permitted by this Agreement; provided,
that in the event of and during the continuation of any Event of Default, no
payment shall be made by or on behalf of any Loan Party on account of any
Intercompany Debt. In the event that any Loan Party receives any payment of any
Intercompany Debt at a time when such payment is prohibited by this Section
11.19 hereof, such payment shall be held by such Loan Party, in trust for the
benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the Administrative Agent.

[remainder of page left intentionally blank - signature page(s), schedule(s) and
                             exhibit(s) to follow]

                                       99

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.

BORROWER:

                           GAYLORD ENTERTAINMENT COMPANY

                           By: /s/ David C. Kloeppel
                               ---------------------
                               David C. Kloeppel
                               Executive Vice President; Chief Financial Officer

GUARANTORS:

                           OPRYLAND HOTEL NASHVILLE, LLC

                           By: /s/ David C. Kloeppel
                               ----------------------
                               David C. Kloeppel
                               Executive Vice President

                           OPRYLAND HOTEL-FLORIDA LIMITED PARTNERSHIP
                           By: Opryland Hospitality, LLC, its general partner

                           By: /s/ David C. Kloeppel
                               ----------------------
                               David C. Kloeppel
                               Executive Vice President

                           OPRYLAND HOTEL-TEXAS LIMITED PARTNERSHIP
                           By: Opryland Hospitality, LLC, its general partner

                           By: /s/ David C. Kloeppel
                               ----------------------
                               David C. Kloeppel
                               Executive Vice President

                           GAYLORD NATIONAL, LLC

                           By: /s/ David C. Kloeppel
                               ----------------------
                               David C. Kloeppel
                               Executive Vice President

                           RESORTQUEST INTERNATIONAL, INC.

                           By: /s/ David C. Kloeppel
                               ----------------------
                               David C. Kloeppel
                               Executive Vice President

<PAGE>

AGENTS AND LENDERS:

                          BANK OF AMERICA, N.A., in its respective capacities as
                          Administrative Agent and L/C Issuer

                          By: /s/ Roger C. Davis
                              --------------------------------------
                          Name: Roger C. Davis
                          Title: Senior Vice President

                          BANK OF AMERICA, N.A., in its capacity as a Lender

                          By: /s/ Roger C. Davis
                              --------------------------------------
                          Name: Roger C. Davis
                          Title: Senior Vice President


<PAGE>

                          DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity
                          as a Lender and in its capacity as Syndication Agent

                          By: /s/ George R. Reynolds
                              --------------------------------------
                          Name: George R. Reynolds
                          Title: Vice President

<PAGE>

                          KEY BANK, NATIONAL ASSOCIATION, in its capacity as a
                          Lender and in its capacity as Co-Documentation Agent

                          By: /s/ Michael M. Pomposelli
                              --------------------------------------
                          Name: Michael M. Pomposelli
                          Title: Relationship Manager

<PAGE>

                          WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity
                          as a Lender and in its capacity as Co-Documentation
                          Agent

                          By: /s/ LeRoy Sarage
                              --------------------------------------
                          Name: LeRoy Sarage
                          Title: Vice President
<PAGE>

                             WELLS FARGO BANK, NATIONAL ASSOCIATION, in
                             its capacity as a Lender and in its capacity as Co-
                             Documentation Agent

                             By: /s/ J. Kent Howard
                                 ------------------------------------------
                             Name: J. Kent Howard
                             Title: Senior Vice President

<PAGE>

                             CITIGROUP NORTH AMERICA INC., in its capacity as a
                             Lender and in its capacity as Managing Agent

                             By: /s/ Blake Gronich
                                 -------------------------------------------
                             Name: Blake Gronich
                             Title: Vice President

<PAGE>

                             U.S. BANK NATIONAL ASSOCIATION, in its capacity as
                             a Lender

                             By: /s/ Gregory Buckhout
                                 -------------------------------------------
                             Name: Gregory Buckhout
                             Title: Vice President

<PAGE>

                             CIBC INC.
                             in its capacity as a Lender

                             By: /s/ Dean J. Decker
                                 ---------------------------------------
                             Name: Dean J. Decker
                             Title: Managing Director, CIBC World Markets
                                    Corp., AS AGENT

<PAGE>

                             CALYON NEW YORK BRANCH, in its capacity as a Lender

                             By: /s/ Joseph A. Asciolla
                                 --------------------------------------------
                             Name: Joseph A. Asciolla
                             Title: Managing Director


                             By: /s/ David Bowers
                                 --------------------------------------------
                             Name: David Bowers
                             Title: Director
<PAGE>

                             MIDFIRST BANK, A FEDERALLY CHARTERED
                             SAVINGS ASSOCIATION, in its capacity as a Lender

                             By: /s/ Todd Wright
                                 -------------------------------------------
                             Name: Todd Wright
                             Title: Vice President

<PAGE>

                             EMIGRANT SAVINGS BANK, in its capacity as a Lender

                             By: /s/ Jansen Noyes
                                 -------------------------------------------
                             Name: Jansen Noyes
                             Title: Senior Vice President

<PAGE>

                             BANK MIDWEST, N.A., in its capacity as a Lender

                             By: /s/ Paul P. Holewinski
                                 -----------------------------------------
                             Name: Paul P. Holewinski
                             Title: Executive Vice-President

<PAGE>

                             UNITED OVERSEAS BANK LIMITED
                             LOS ANGELES AGENCY, in its capacity as a Lender

                             By: /s/ Hoong Chen
                                 -----------------------------------------
                             Name: Hoong Chen
                             Title: First Vice President & General Manager

<PAGE>

                                   EXHIBIT D-1

                             FORM OF REVOLVING NOTE

                                                              ____________, 20__

      FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to
pay to _____________________ or registered assigns (the "Lender"), in accordance
with the provisions of the Agreement (as hereinafter defined), the principal
amount of each Revolving Loan from time to time made by the Lender to the
Borrower under that certain Credit Agreement, dated as of [_________, _____] (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the "Agreement;" the terms defined therein being used herein as
therein defined), among the Borrower, the Guarantors from time to time party
thereto, the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent and L/C Issuer, Banc of America Securities LLC and Deutsche
Bank Securities, Inc., collectively, as the Arranger and Deutsche Bank Trust
Company Americas, as Syndication Agent.

      The Borrower promises to pay interest on the unpaid principal amount of
each Revolving Loan from the date of such Revolving Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Agreement.

      This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein. This Note is also entitled to the benefits of
the Guaranty and is secured by the Collateral. Upon the occurrence and
continuation of one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable all as provided in the Agreement. Revolving
Loans made by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this Note and endorse thereon the date, amount and
maturity of its Revolving Loans and payments with respect thereto.

      The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF __________________.

                                 <<BORROWER>>

                                 By: ___________________________________________
                                 Name: _________________________________________
                                 Title: ________________________________________

<PAGE>

                                   EXHIBIT D-2

                                FORM OF TERM NOTE

                                                              ____________, 20__

      FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to
pay to _____________________ or registered assigns (the "Lender"), in accordance
with the provisions of the Agreement (as hereinafter defined), the principal
amount of each Term Loan from time to time made by the Lender to the Borrower
under that certain Credit Agreement, dated as of [_________, _____] (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the "Agreement;" the terms defined therein being used herein as therein
defined), among the Borrower, the Guarantors from time to time party thereto,
the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent and L/C Issuer, Banc of America Securities LLC and Deutsche
Bank Securities, Inc., collectively, as the Arranger and Deutsche Bank Trust
Company Americas, as Syndication Agent.

      The Borrower promises to pay interest on the unpaid principal amount of
each Term Loan from the date of such Term Loan until such principal amount is
paid in full, at such interest rates and at such times as provided in the
Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Agreement.

      This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein. This Note is also entitled to the benefits of
the Guaranty and is secured by the Collateral. Upon the occurrence and
continuation of one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable all as provided in the Agreement. Term Loans
made by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may also
attach schedules to this Note and endorse thereon the date, amount and maturity
of its Term Loans and payments with respect thereto.

      The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF __________________.

                                 <<BORROWER>>

                                 By: ___________________________________________
                                 Name: _________________________________________
                                 Title: ________________________________________