exv4w5



 





Exhibit 4.5




SECOND SUPPLEMENTAL INDENTURE




     Second Supplemental Indenture (this “Supplemental Indenture”), dated as of January 15, 2007,
among LodgeNet StayOnline, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of LodgeNet
Entertainment Corporation (or its permitted successor), a Deleaware corporation (the “Company”),
LodgeNet Entertainment Corporation, a Delaware corporation (the “Issuer”) and HSBC Bank USA, a New
York banking corporation, as trustee under the indenture referred to below (the “Trustee”).



WITNESSETH




     WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an Indenture dated as
of June 18, 2003 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated
as of June 18, 2003 (the “First Supplemental Indenture”; and, the Base Indenture as supplemented by
the First Supplemental Indenture, the “Indenture”) providing for the issuance of $200,000,000
aggregate principal amount of 9.50% Senior Subordinated Notes due 2013 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and



     WHEREAS, pursuant to Section 601 of the Base Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:



          (a) to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the
Issuer hereunder or thereunder, that:



          (i) the principal of, and premium, if any, and interest on the Notes will be promptly paid in
full when due, whether at maturity, by acceleration, redemption or




 









 







otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful,
and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will
be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and




          (ii) in case of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.




          (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity
or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Issuer, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. The Guaranteeing Subsidiary agrees that this guarantee is a guarantee of payment and not
of collection.




          (c) The following is hereby waived: diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest, notice and all demands whatsoever.




          (d) This Note Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all
obligations of a Guarantor under the Indenture.




          (e) If any Holder or the Trustee is required by any court or otherwise to return to the
Issuer, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in
relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.




          (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation
to the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.




          (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in
Section 502 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as
provided in Section 502 of the Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.




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          (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so
long as the exercise of such right does not impair the rights of the Holders under the Note
Guarantee.




          (i) Pursuant to Paragraph 29(B) of Section 1.1 of the First Supplemental Indenture, after
giving effect to any maximum amount and all other contingent and fixed liabilities that are
relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to
any collections from, rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under Paragraph 29(B) of
Section 1.1 of the First Supplemental Indenture, this new Note Guarantee shall be limited to the
maximum amount permissible such that the obligations of such Guarantor under this Note Guarantee
will not constitute a fraudulent transfer or conveyance.




          (j) To the extent not already covered in clauses (a) through (i) and in no way limiting the
meaning and effect of such clauses, to provide as unconditional Guarantee on the terms and subject
to the conditions set forth in the Note Guarantee and in the Indenture.




     3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note
Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Note Guarantee.



     4. Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.



          (a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all
of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person), another Person (other than the Issuer or another Guarantor) unless:




          (i) immediately after giving effect to such transaction, no Default or Event of Default
exists; and




          (ii) either (A) the Person acquiring the property in any such sale or disposition or the
Person formed by or surviving any such consolidation or merger unconditionally assumes all the
obligations of that Guarantor, pursuant to a supplemental indenture in form and substance
reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Note Guarantee on
the terms set forth herein or therein; or (B) the Net Proceeds of such sale or other disposition
are applied in accordance with the applicable provisions of the Indenture, including without
limitation, Paragraph 22(B)(ix) of Section 1.1 of the First Supplemental Indenture.




          (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by
the successor Person, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of the Indenture to be performed by the
Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the
same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may
cause to be signed any or all of the Note Guarantees to be endorsed upon




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all of the Notes issuable under the Indenture which theretofore shall not have been signed by the
Issuer and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have
the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and
thereafter issued in accordance with the terms of the Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.




     5. Releases.



          (a) In connection with (i) any sale or other disposition of all or substantially all of the
assets of any Guarantor (including by way of merger or consolidation) to a Person that is not
(either before or after giving effect to such transaction) a Subsidiary of the Issuer, or (ii) the
sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not
(either before or after giving effect to such transaction) a Subsidiary of the Issuer, or (iii) the
designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, the
Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property
(in the event of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that
(i) immediately after giving effect to the transaction, no Default or Event of Default exists and
(ii) the Net Proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of Paragraph 22(B)(ix) of Section 1.1 of the First Supplemental Indenture.
Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to
the effect that such sale or other disposition was made by the Issuer in accordance with the
provisions of this Indenture, including without limitation Paragraph 22(B)(ix) of Section 1.1 of
the First Supplemental Indenture, the Trustee will execute any documents reasonably required in
order to evidence the release of any Guarantor from its obligations under its Note Guarantee.




          (b) Any Guarantor not released from its obligations under its Note Guarantee shall remain
liable for the full amount of principal of and interest on the Notes and for the other obligations
of any Guarantor under the Indenture.




     6. No Recourse Against Others. No past, present or future director, officer, employee,
incorporator, stockholder or agent of the Guaranteeing Subsidiary, solely by reason of their status
as such, shall have any liability for any obligations of the Issuer or any Guaranteeing Subsidiary
under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. Such waiver may not be effective to waive
liabilities under the federal securities laws and it is the view of the Commission that such a
waiver is against public policy.



     7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.



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     8. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     9. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.



     10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary
and the Issuer.



[Signatures on next page.]





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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



Dated: January 16, 2007




	 	 	 	 	 	 	 
	 	 	LODGENET STAYONLINE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	LODGENET ENTERTAINMENT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC BANK USA,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 





Signature Page to Supplemental Indenture



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