exv4w11



 





Exhibit 4.11




LODGENET ENTERTAINMENT CORPORATION,




[                    ], AS DEPOSITARY




AND




THE HOLDERS FROM TIME TO TIME OF

THE DEPOSITARY RECEIPTS DESCRIBED HEREIN




DEPOSIT AGREEMENT




Dated as of [                    ], [                    ]




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page:

	ARTICLE 1  DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.01.

	 	Definitions
	 	 	1	 
	ARTICLE  2 FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS	 	 	2	 
	 
	 	 	 	 	 	 
	Section 2.01.

	 	Form and Transfer of Receipts
	 	 	2	 
	Section 2.02.

	 	Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof
	 	 	3	 
	Section 2.03.

	 	Registration of Transfer of Receipts
	 	 	4	 
	Section 2.04.

	 	Split-Ups and Combinations of Receipts; Surrender of Receipts
and Withdrawal of Stock	 	 	4	 
	Section 2.05.

	 	Limitations on Execution and Delivery, Transfer, Surrender and
Exchange of Receipts	 	 	5	 
	Section 2.06.

	 	Lost Receipts, Etc
	 	 	5	 
	Section 2.07.

	 	Cancellation and Destruction of Surrendered Receipts
	 	 	5	 
	Section 2.08.

	 	Redemption of Stock
	 	 	5	 
	ARTICLE 3  CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION	 	 	7	 
	 
	 	 	 	 	 	 
	Section 3.01.
	 	Filing Proofs, Certificates and Other Information	 	 	7	 
	Section 3.02.

	 	Payment of Taxes or Other Governmental Charges
	 	 	7	 
	Section 3.03.

	 	Warranty as to Stock
	 	 	7	 
	ARTICLE 4  THE DEPOSITED SECURITIES; NOTICES	 	 	7	 
	 
	 	 	 	 	 	 
	Section 4.01.
	 	Cash Distributions	 	 	7	 
	Section 4.02.
	 	Distributions Other Than Cash, Rights, Preferences or Privileges	 	 	8	 
	Section 4.03.

	 	Subscription Rights, Preferences or Privileges	 	 	8	 
	Section 4.04.
	 	Notice of Dividends, Etc.; Fixing Record Date for Holders of Receipts	 	 	9	 
	Section 4.05.

	 	Voting Rights
	 	 	9	 
	Section 4.06.

	 	Changes Affecting Deposited Securities and Reclassifications,
Recapitalizations, Etc	 	 	9	 
	Section 4.07.
	 	Delivery of Reports	 	 	10	 
	Section 4.08.
	 	List of Receipt Holders	 	 	10	 
	ARTICLE 5  THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR
AND THE CORPORATION	 	 	10	 
	 
	 	 	 	 	 	 
	Section 5.01.
	 	Maintenance of Offices, Agencies and Transfer Books by the
Depositary; Registrar	 	 	10	 
	Section 5.02.
	 	Prevention of or Delay in Performance by the Depositary, the
Depositary’s Agents, the Registrar or the Corporation	 	 	11	 
	Section 5.03.
	 	Obligation of the Depositary, the Depositary’s Agents, the
Registrar and the Corporation	 	 	11	 
	Section 5.04.
	 	Resignation and Removal of the Depositary; Appointment of
Successor Depositary	 	 	13	 
	Section 5.05.
	 	Corporate Notices and Reports	 	 	14	 







 









 





	 	 	 	 	 	 	 
	 	 	 	 	Page:

	Section 5.06.

	 	Indemnification by the Corporation
	 	 	14	 
	Section 5.07.

	 	Charges and Expenses
	 	 	14	 
	Section 5.08.

	 	Tax Compliance
	 	 	14	 
	ARTICLE 6  AMENDMENT AND TERMINATION	 	 	15	 
	 
	 	 	 	 	 	 
	Section 6.01.
	 	Amendment	 	 	15	 
	Section 6.02.
	 	Termination	 	 	15	 
	ARTICLE 7  MISCELLANEOUS	 	 	16	 
	 
	 	 	 	 	 	 
	Section 7.01.
	 	Counterparts	 	 	16	 
	Section 7.02.
	 	Exclusive Benefit of Parties	 	 	16	 
	Section 7.03.
	 	Invalidity of Provisions	 	 	16	 
	Section 7.04.
	 	Notices	 	 	16	 
	Section 7.05.
	 	Appointment of Registrar	 	 	17	 
	Section 7.06.
	 	Holders of Receipts are Parties	 	 	17	 
	Section 7.07.
	 	Governing Law	 	 	17	 
	Section 7.08.
	 	Inspection of Deposit Agreement	 	 	17	 
	Section 7.09.
	 	Headings	 	 	17	 
















 



     DEPOSIT AGREEMENT, dated as of [                    ], [                    ], among LODGENET
ENTERTAINMENT CORPORATION, a Delaware corporation (the “Corporation”), [                    ] ,
a [                    ] (the “Depositary”), and the holders from time to
time of the Receipts described herein.



     WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of [ % Preferred Stock], par
value $.01 per share, of the Corporation with the Depositary for the purposes
set forth in this Deposit Agreement and for the issuance hereunder of Receipts
evidencing Depositary Shares in respect of the Stock so deposited; and



     WHEREAS, the Receipts are to be substantially in the form of Annex A
annexed hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;



     NOW THEREFORE, in consideration of the promises contained herein, the
parties agree as follows:







ARTICLE 1 — DEFINITIONS








     Section 1.01. Definitions. The following definitions shall, for all
purposes, unless otherwise indicated, apply to the respective terms used in
this Deposit Agreement:



     “Certificate of Designation” means the Certificate of Designation of the
Corporation establishing the Stock as a series of preferred stock of the
Corporation.



     “Deposit Agreement” means this Deposit Agreement, as amended or
supplemented from time to time.



     “Depositary” means [                    ], and any successor as Depositary
hereunder.



     “Depositary Shares” means Depositary Shares, each representing [          ] of a
share of Stock and evidenced by a Receipt.



     “Depositary’s Agent” means an agent appointed by the Depositary pursuant
to Section 5.01 and includes the Registrar if such Registrar is not the
Depositary.



     “Depositary’s Office” means the principal office of the Depositary, at
which at any particular time its depositary receipt business is administered.



     “Receipt” means one of the Depositary Receipts, substantially in the form
set forth as Annex A hereto, issued hereunder, whether in definitive or
temporary form and evidencing the number of Depositary Shares held of record by
the record holder of such Depositary Shares.



 







 





     “Record holder” or “holder” as applied to a Receipt means the person in
whose name a Receipt is registered on the books of the Depositary maintained
for such purpose.



     “Registrar” means the Depositary or such other bank or trust company
appointed to register ownership and transfers of Receipts as herein provided.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Stock” means shares of the Corporation’s [ % Preferred Stock], $.01 par
value per share.







ARTICLE 2 — FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY,

TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS








     Section 2.01. Form and Transfer of Receipts. Definitive Receipts shall be
engraved or printed or lithographed on steel-engraved borders, with appropriate
insertions, modifications and omissions, as hereinafter provided, if required
by any securities exchange on which the Receipts are listed. Pending the
preparation of definitive Receipts or if definitive Receipts are not required
by any securities exchange on which the Receipts are listed, the Depositary,
upon the written order of the Corporation or any holder of Stock, as the case
may be, delivered in compliance with Section 2.02, shall execute and deliver
temporary Receipts which are printed, lithographed, typewritten, mimeographed
or otherwise substantially of the tenor of the definitive Receipts in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the persons executing such Receipts may
determine, as evidenced by their execution of such Receipts. If temporary
Receipts are issued, the Corporation and the Depositary shall cause definitive
Receipts to be prepared without unreasonable delay. After the preparation of
definitive Receipts, the temporary Receipts will be exchangeable for definitive
Receipts upon surrender of the temporary Receipts at the Depositary’s Office or
at such other place or places as the Depositary may determine, without charge
to the holder. Upon surrender for cancellation of any one or more temporary
Receipts, the Depositary shall execute and deliver in exchange therefor
definitive Receipts representing the same number of Depositary Shares as
represented by the surrendered temporary Receipt or Receipts. Such exchange
will be made at the Corporation’s expense and without any charge to the holder
therefor. Until so exchanged, the temporary Receipts will be entitled in all
respects to the same benefits under this Deposit Agreement, and with respect to
the Stock, as definitive Receipts.



     The Depositary shall execute the Receipts by the manual signature of a
duly authorized officer of the Depositary, provided that such signature may be
a facsimile if a Registrar for the Receipts (other than the Depositary) has
been appointed and such Receipts are countersigned by a manual signature of a
duly authorized officer of the Registrar. No Receipt will be entitled to any
benefits under this Deposit Agreement or be valid or obligatory for any purpose
unless it has been executed manually by a duly authorized officer of the
Depositary or, if a Registrar for the Receipts (other than the Depositary) has
been appointed, by manual or facsimile signature of a duly authorized officer
of the Depositary and countersigned, manually, by a duly authorized officer of
such Registrar. The Depositary shall record on its books each Receipt so
signed and delivered as hereinafter provided.



2









 





     Receipts will be in denominations of any number of whole Depositary
Shares. The Corporation shall deliver to the Depositary from time to time such
quantities of Receipts as the Depositary may request to enable the Depositary
to perform its obligations under this Deposit Agreement.



     Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of
this Deposit Agreement as may be required by the Depositary or required to
comply with any applicable law or any regulation thereunder or with the rules
and regulations or any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject.



     Title to Depositary Shares evidenced by a Receipt, which is properly
endorsed or accompanied by a properly executed instrument of transfer, are
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt has been
registered on the books of the Depositary as provided in Section 2.03, the
Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.







     Section 2.02. Deposit of Stock; Execution and Delivery of Receipts in
Respect Thereof. Subject to the terms and conditions of this Deposit
Agreement, the Corporation or any holder of Stock may from time to time deposit
shares of the Stock under this Deposit Agreement by delivery to the Depositary
of a certificate or certificates for the Stock to be deposited, properly
endorsed or accompanied, if required by the Depositary, by a duly executed
instrument of transfer or endorsement, in form satisfactory to the Depositary,
together with all such certifications as may be required by the Depositary in
accordance with the provisions of this Deposit Agreement, and
together with a written order of the Corporation or the holder, as the
case may be, directing the Depositary to execute and deliver to, or upon the
written order to, the person or persons stated in such order a Receipt or
Receipts for the number of Depositary Shares representing such deposited Stock.



     The Depositary shall hold the Deposited Stock at the Depositary’s Office
or at such other place or places as the Depositary may determine.



     Upon receipt by the Depositary of a certificate or certificates for Stock
deposited in accordance with the provisions of this Section 2.02, together with
the other documents required as above specified, and upon recordation of the
Stock on the books of the Corporation in the name of the Depositary or its
nominee, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver, to or upon the order of the person or
persons named in the written order delivered to the Depositary referred to in
the first paragraph of this Section 2.02, a Receipt or Receipts for the whole
number of Depositary Shares representing the Stock so deposited and registered
in such name or names as may be requested by such person or persons. The
Depositary shall execute and deliver such Receipt or Receipts at the
Depositary’s



3









 




Office or such other offices, if any, as the Depositary may
designate. Delivery at other offices will be at the risk and expense of the
person requesting such delivery.








     Section 2.03. Registration of Transfer of Receipts. Subject to the terms
and conditions of this Deposit Agreement, the Depositary shall register on its
books from time to time transfers of Receipts upon any surrender thereof by the
holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer. Thereupon, the
Depositary shall execute a new Receipt or Receipts evidencing the same
aggregate number of Depositary Shares as those evidenced by the Receipt or
Receipts surrendered and deliver such new Receipts or Receipts to or upon the
order of the person entitled thereto.







     Section 2.04. Split-Ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at
the Depositary’s Office or at such other offices as it may designate for the
purpose of effecting a split-up or combination of such Receipts or Receipts,
and subject to the terms and conditions of this Deposit Agreement, the
Depositary shall execute and deliver a new Receipt or Receipts in the
authorized denomination or denominations requested, evidencing the aggregate
number of Depositary Shares evidenced by the Receipt or Receipts surrendered;
provided, however, that the Depositary shall not issue any Receipt evidencing a
fractional Depositary Share.



     Any holder of a Receipt or Receipts representing any number of whole
shares of Stock may (unless the related Depositary Shares have previously been
called for redemption) withdraw the Stock and all money and other property, if
any, represented thereby by surrendering such Receipt or Receipts, at the
Depositary’s Office or at such other offices as the Depositary may designate
for such withdrawals. Thereafter, without unreasonable delay, the Depositary
shall deliver to such holder or to the person or persons designated by such
holder as hereinafter provided, the number of whole shares of Stock and all
money and other property, if any, represented by the Receipt or Receipts so
surrendered for withdrawal, but holders of such whole shares of Stock will not
thereafter be entitled to deposit such Stock hereunder or to receive Depositary
Shares therefor. If a Receipt delivered by
the holder to the Depositary in connection with such withdrawal evidences
a number of Depositary Shares representing the number of whole shares of Stock
to be so withdrawn, the Depositary shall at the same time, in addition to such
number of whole shares of Stock and such money and other property, if any, to
be so withdrawn, deliver to such holder, or upon the holder’s order, a new
Receipt evidencing such excess number of Depositary Shares; provided, however,
that the Depositary shall not issue any Receipt evidencing a fractional
Depositary Share. Delivery of the Stock and money and other property being
withdrawn may be made by the delivery of such certificates, documents of title
and other instruments as the Depositary may deem appropriate which, if required
by the Depositary, must be properly endorsed or accompanied by proper
instruments of transfer.



     If any of the Stock, the money or other property being withdrawn is to be
delivered to a person or persons other than the record holder of the Receipt or
Receipts being surrendered for withdrawal of Stock, the holders shall execute
and deliver to the Depositary a written order so directing the Depositary and
the Depositary may require that the Receipt or Receipts surrendered by the
holder for withdrawal of such shares of Stock be properly endorsed in blank or
accompanied by a properly executed instrument of transfer in blank.



4









 





     The Depositary shall deliver the Stock, the money or other property, if
any, represented by Receipts surrendered for withdrawal at the Depositary’s
Office, except that, at the request, risk and expense of the holder
surrendering such Receipt or Receipts and for the account of the holder
thereof, the delivery may be made at such other place as the holder may
designate.







     Section 2.05. Limitations on Execution and Delivery, Transfer, Surrender
and Exchange of Receipts. As a condition precedent to the execution and
delivery, registration of transfer, split-up, combination, surrender or
exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the
Corporation may require (i) payment to it of a sum sufficient for the payment
(or, in the event that the Depositary or the Corporation have made such
payment, the reimbursement to it) of any charges or expenses payable by the
holder of a Receipt pursuant to Sections 3.02 and 5.07, (ii) the production of
evidence satisfactory to it as to the identity and genuineness of any
signature, and (iii) compliance with such regulations, if any, as the
Depositary or the Corporation may establish consistent with the provisions of
this Deposit Agreement.



     The deposit of Stock may be refused, the delivery of Receipts against
Stock may be suspended, the registration of transfer of Receipts may be refused
and the registration of transfer, surrender or exchange of outstanding Receipts
may be suspended (i) during any period when the register of stockholders of the
Corporation is closed, (ii) if any such action is deemed necessary or advisable
by the Depositary, any of the Depositary’s Agents or the Corporation, at any
time because of any requirement of law or of any government or governmental
body or commission or under any provision of this Deposit Agreement, or (iii)
with the approval of the Corporation, for any other reason.







     Section 2.06. Lost Receipts, Etc. In case any Receipt has been
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for the mutilated Receipt, or in lieu of and in substitution for
the destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or
theft of the Receipt, of the authenticity thereof and of the holder’s ownership
thereof, (ii) the furnishing of the Depositary with reasonable indemnification
satisfactory to it and (iii) the payment of any expense (including fees,
charges and expenses of the Depositary) in connection with such execution and
delivery.







     Section 2.07. Cancellation and Destruction of Surrendered Receipts. The
Depositary shall cancel all Receipts surrendered to the Depositary or any
Depositary’s Agent. Except as prohibited by applicable law or regulation, the
Corporation is authorized to destroy all Receipts so canceled.







     Section 2.08. Redemption of Stock. Whenever the Corporation is permitted
and elects to redeem shares of Stock in accordance with the provisions of the
Certificate of Designation, the Corporation shall (unless otherwise agreed to
in writing with the Depositary) give or cause to be given to the Depositary not
less than 30 days’ and not more than 60 days’ notice of the date of the
proposed redemption of Stock and of the number of the shares held by the
Depositary to be so redeemed and the applicable redemption price, as set forth
in the Certificate of Designation, which notice must be accompanied by
Certificate of Designation from the Corporation stating that the redemption of
Stock is in



5









 




accordance with the provisions of the Certificate of Designation.
On the date of the redemption, provided that the Corporation has then paid or
caused to be paid in full to the Depositary the redemption price of the Stock
to be redeemed, plus an amount equal to any accrued and unpaid dividends
thereon to the date fixed for redemption, in accordance with the provisions of
the Certificate of Designation, the Depositary shall redeem the number of
Depositary Shares representing such Stock. The Depositary shall mail notice of
the Corporation’s redemption of Stock and the proposed simultaneous redemption
of the number of Depositary Shares representing the Stock to be redeemed by
first class mail, postage prepaid, not less than 20 and not more than 50 days
prior to the date fixed for redemption of the Stock and Depositary Shares (the
“Redemption Date”) to the record holders of the Receipts evidencing the
Depositary Shares to be so redeemed, at the addresses of such holders as they
appear on the records of the Depositary. Neither a failure to mail notice of
redemption of Depositary Shares to one or more holders nor any defect in a
notice of redemption of Depositary Shares to one or more holders will affect
the sufficiency of the proceedings for redemption as to the other holders. The
Corporation shall provide the Depositary with the information necessary for the
Depositary to prepare a redemption notice and each such notice must state: (i)
the Redemption Date; (ii) the number of Depositary Shares to be redeemed and,
if less than all the Depositary Shares held by any such holder are to be
redeemed, the number of such Depositary Shares held by such holder to be so
redeemed; (iii) the redemption price; (iv) the place or places where Receipts
evidencing Depositary Shares are to be surrendered for payment of the
redemption price; and (v) that dividends in respect of the Stock represented by
the Depositary Shares to be redeemed will cease to accrue on such Redemption
Date. In case less than all the outstanding Depositary Shares are to be
redeemed, the Depositary shall select the Depositary Shares to be so redeemed
by lot or pro rata (as nearly as may be) or by any other method, in each case,
as determined by the Depositary in its sole discretion to be equitable.




     Notice having been mailed by the Depositary as aforesaid, from and after
the Redemption Date (unless the Corporation has failed to provide the funds
necessary to redeem the Stock evidenced by the Depositary Shares called for
redemption) (i) dividends on the shares of Stock so called for redemption will
cease to accrue from and after such date, (ii) the Depositary Shares being
redeemed from such proceeds will be deemed no longer to be outstanding, (iii)
all rights of the
holders of Receipts evidencing such Depositary Shares (except the right to
receive the redemption price) will, to the extent of such Depositary Shares,
cease and terminate, and (iv) upon surrender in accordance with the redemption
notice of the Receipts evidencing any Depositary Shares called for redemption
(properly endorsed or assigned for transfer, if the Depositary or applicable
law so requires), the Depositary shall redeem the Depositary Shares at a
redemption price per Depositary Share equal to one-[ ] of the redemption price
per share paid with respect to the shares of Stock plus all money and other
property, if any, represented by such Depositary Shares, including all amounts
paid by the Corporation in respect of dividends which on the Redemption Date
have accumulated on the shares of Stock to be so redeemed and have not
theretofore been paid.



     If fewer than all of the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary shall deliver to the holder of such
Receipt upon its surrender to the Depositary, together with the redemption
payment, a new Receipt evidencing the Depositary Shares evidenced by such prior
Receipt and not called for redemption.



6









 









ARTICLE 3 — CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION








     Section 3.01. Filing Proofs, Certificates and Other Information. Any
holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the
Corporation may reasonably deem necessary or proper. The Depositary or the
Corporation may withhold the delivery, or delay the registration of transfer,
redemption or exchange, of any Receipt or the withdrawal or conversion of the
Stock represented by the Depositary Shares evidenced by any Receipt or the
distribution of any dividend or other distribution or the sale of any rights or
of the proceeds thereof until such proof or other information is filed or such
certificates are executed or such representations and warranties are made.







     Section 3.02. Payment of Taxes or Other Governmental Charges. Holders of
Receipts shall pay the Depositary certain charges and expenses, as provided in
Section 5.07. Registration of transfer of any Receipt or any withdrawal of
Stock and all money or other property, if any, represented by the Depositary
Shares evidenced by such Receipt may be refused until any such payment due is
made, and any dividends, interest payments or other distributions may be
withheld or any part of or all the Stock or other property represented by the
Depositary Shares evidenced by such Receipt and not theretofore sold may be
sold for the account of the holder thereof (after attempting by reasonable
means to notify such holder prior to such sale), and the dividends, interest
payments or other distributions or the proceeds of such sale may be applied to
any payment of such charges or expenses, the holder of such Receipt remaining
liable for any deficiency.







     Section 3.03. Warranty as to Stock. The Corporation hereby represents
and warrants that the Stock, when issued, will be duly authorized, validly
issued, fully paid and nonassessable. Such representation and warranty
survives the deposit of the Stock and the issuance of the Receipts.







ARTICLE 4 — THE DEPOSITED SECURITIES; NOTICES








     Section 4.01. Cash Distributions. Whenever the Depositary receives any
cash dividend or other cash distribution on Stock, the Depositary shall,
subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on
the record date fixed pursuant to Section 4.04 such amounts of the dividend or
distribution as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders;
provided, however, that if the Corporation or the Depositary is required to
withhold and withholds from any cash dividend or other cash distribution in
respect of the Stock an amount on account of taxes or as otherwise required by
law, regulation or court process, the amount made available for distribution or
distributed in respect of Depositary Shares will be reduced accordingly. In
the event that the calculation of any such cash dividend or other cash
distribution to be paid to any record holder on the aggregate number of
Depositary Receipts held by such the holder results in an amount which is a
fraction of a cent, the Depositary shall round to the next highest whole cent
the amount to be distributed to such record holder. Upon request of the
Depositary, the Corporation shall pay the additional amount to the Depositary
for distribution.



7









 









     Section 4.02. Distributions Other Than Cash, Rights, Preferences or
Privileges. Whenever the Depositary receives any distribution other than cash,
rights, preferences or privileges upon Stock, the Depositary shall, subject to
Sections 3.01 and 3.02, distribute to record holders of Receipts on the record
date fixed pursuant to Section 4.04 such amounts of the securities or property
received by it as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders, in any manner that the Depositary may deem equitable and practicable
for accomplishing the distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such record holders, or if
for any other reason (including any requirement that the Corporation or the
Depositary withhold an amount on account of taxes) the Depositary deems such
distribution not feasible, the Depositary may adopt such method as it deems
equitable and practicable for the purpose of effecting the distribution,
including the sale (public or private) of the securities or property thus
received, or any part thereof, at such places and upon such terms as it may
deem proper. Subject to Section 3.01 and 3.02, the Depositary shall distribute
or make available for distribution the net proceeds of any such sale, as the
case may be, to record holders of Receipts as provided by Section 4.01 in the
case of a distribution received in cash.







     Section 4.03. Subscription Rights, Preferences or Privileges. If the
Corporation at any time offers or causes to be offered to the persons in whose
names Stock is recorded on the books of the Corporation any rights, preferences
or privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, the Depositary shall in each
such instance make available such rights, preferences or privileges to the
record holders of Receipts in such manner as the Depositary may determine,
either by the issue to such record holders of warrants representing such
rights, preferences or privileges or by such other method as may be approved by
the Depositary in its discretion with the approval of the Corporation;
provided, however, that (i) if at the time of issue or offer of any such
rights, preferences or privileges the Depositary determines that it is not
lawful or (after consultation with the Corporation) not feasible to make such
rights, preferences or privileges available to the holders of Receipts by the
issue of warrants or otherwise, or (ii) if and to the extent so instructed by
holders of Receipts who do not desire to exercise rights, preferences or
privileges, then the Depositary, in its discretion (with approval of the
Corporation, in any case where
the Depositary has determined that it is not feasible to make such rights,
preferences or privileges available), may, if applicable laws or the terms of
such rights, preferences or privileges permit such transfer, sell such rights,
preferences or privileges at public or private sale, at such places an upon
such terms as it may deem proper. Subject to Sections 3.01 and 3.02, the
Depositary shall distribute the net proceeds of any such sale to the record
holders of Receipts entitled thereto as provided by Section 4.01 in the case of
a distribution received in cash.



     If registration under the Securities Act of the securities to which any
rights, preferences or privileges relate is required in order for holders of
Receipts to be offered or sold the securities to which such rights, preferences
or privileges relate, the Corporation shall file promptly a registration
statement pursuant to the Securities Act with respect to such rights,
preferences or privileges and securities and use its best efforts and take all
steps available to it to cause such registration statement to become effective
sufficiently in advance of the expiration of such rights, preferences or
privileges to enable such holders to exercise such rights, preferences or
privileges. In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until it has



8









 




received written notice from the Corporation
that such registration statement has become effective, or that the offering and
sale of such securities to such holders are exempt from registration under the
provisions of the Securities Act and the Corporation has provided to the
Depositary an opinion of counsel to such effect.




     If any other action under the laws of any jurisdiction or any governmental
or administrative authorization, consent or permit is required in order to for
such rights, preferences or privileges to be made available to holders of
Receipts, the Corporation shall use its reasonable best efforts to take such
action or obtain such authorization, consent or permit sufficiently in advance
of the expiration of such rights, preferences or privileges to enable such
holders to exercise such rights, preferences or privileges.







     Section 4.04. Notice of Dividends, Etc.; Fixing Record Date for Holders
of Receipts. Whenever any cash dividend or other cash distribution becomes
payable or any distribution other than cash is made, or if rights, preferences
or privileges are at any time offered, with respect to Stock, or whenever the
Depositary receives notice of any meeting at which holders of Stock are
entitled to vote or of which holders of Stock are entitled to notice, or
whenever the Depositary and the Corporation decide it is appropriate, the
Depositary shall in each such instance fix a record date (which will be the
same date as the record date fixed by the Corporation with respect to or
otherwise in accordance with the terms of the Stock) for the determination of
the holders of Receipts who are entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale
thereof, or to give instructions for the exercise of voting rights at any such
meeting, or who are entitled to notice of such meeting or for any other
appropriate reasons.







     Section 4.05. Voting Rights. Upon receipt of notice of any meeting at
which holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice which
will contain (i) such information as is contained in such notice of meeting and
(ii) a statement that the holders may, subject to any applicable restrictions,
instruct the Depositary as to the exercise of the voting rights pertaining to
the amount of Stock represented by their respective Depositary Shares
(including an express indication that instructions may be given to the
Depositary to give a discretionary proxy to a person designated by the
Corporation) and a brief
statement as to the manner in which such instructions may be given. Upon
the written request of the holders of Receipts on the relevant record date, the
Depositary shall endeavor insofar as practicable to vote or cause to be voted,
in accordance with the instructions set forth in such requests, the maximum
number of whole shares of Stock represented by the Depositary Shares evidenced
by all Receipts as to which any particular voting instructions are received.
The Corporation shall take all reasonable action which may be deemed necessary
by the Depositary in order to enable the Depositary to vote such Stock or cause
such Stock to be voted. In the absence of specific instructions from the
holder of a Receipt, the Depositary shall not vote (but, at its discretion, may
appear at any meeting with respect to such Stock unless directed to the
contrary by the holders of all the Receipts) to the extent of the Stock
represented by the Depositary Shares evidenced by such Receipt.







     Section 4.06. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, Etc. Upon any change in par or stated
value or liquidation preference, split-up, combination or any other
reclassification of the Stock, or upon any recapitalization, reorganization,
merger,



9









 




statutory share exchange or consolidation affecting the Corporation or
to which it is a party, the Depositary may in its discretion with the approval
of, and shall upon the instructions of, the Corporation, and (in either case)
in such manner as the Depositary may deem equitable, (i) make such adjustments
as are certified by the Corporation in the fraction of an interest represented
by one Depositary Share in one share of Stock as may be necessary fully to
reflect the effects of such change in par or stated value or liquidation
preference, split-up, combination or other reclassification of Stock, or of
such recapitalization, reorganization, merger, share exchange or consolidation
and (ii) treat any securities which are received by the Depositary in exchange
for or upon conversion or in respect of the Stock as new deposited securities
so received in exchange for or upon conversion or in respect of such Stock. In
any such case the Depositary may in its discretion, with the approval of the
Corporation, execute and deliver additional Receipts or may call for the
surrender of all outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited securities. Anything to the
contrary herein notwithstanding, holders of Receipts have the right from and
after the effective date of any such change in par or stated value or
liquidation preference, split-up, combination or other reclassification of the
Stock or any such recapitalization, reorganization, merger, share exchange or
consolidation to surrender such Receipts to the Depositary with instructions to
convert, exchange or surrender the Stock represented thereby only into or for,
as the case may be, the kind and amount of shares of stock and other securities
and property and cash into which the Stock represented by such Receipts might
have been converted or for which such Stock might have been exchanged or
surrendered immediately prior to the effective date of such transaction.








     Section 4.07. Delivery of Reports. The Depositary shall furnish to
holders of Receipts any reports and communications received from the
Corporation which are received by the Depositary as the holder of Stock.







     Section 4.08. List of Receipt Holders. Promptly upon request from time
to time by the Corporation, the Depositary shall furnish to it a list, as of
the most recent practicable date, of the names, addresses and holdings of
Depositary Shares of all record holders of Receipts. The Corporation is
entitled to receive such list twice annually without charge.







ARTICLE 5 — THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE

CORPORATION








     Section 5.01. Maintenance of Offices, Agencies and Transfer Books by the
Depositary; Registrar. Upon execution of this Deposit Agreement, the
Depositary shall maintain at the Depositary’s Office, facilities for the
execution and delivery, registration and registration of transfer, surrender
and exchange of Receipts, and at the offices of the Depositary’s Agents, if
any, facilities for the delivery, registration of transfer, surrender and
exchange of Receipts, all in accordance with the provisions of this Deposit
Agreement.



     The Depositary shall keep books at the Depositary’s Office for the
registration and registration of transfer of Receipts, which books during
normal business hours will be open for inspection by the record holders of
Receipts, provided that any holder requesting to exercise such right shall
certify to the Depositary that the inspection is for a proper purpose
reasonably related to such person’s interest as an owner of Depositary Shares
evidenced by the Receipts.



10









 





     The Depositary may close such books, at any time or from time to time,
when deemed expedient by it in connection with the performance of its duties
hereunder.



     The Depositary may, with the approval of the Corporation, appoint a
Registrar for registration of the Receipts or the Depositary Shares evidenced
thereby. If the Receipts or the Depositary Shares evidenced thereby or the
Stock represented by such Depositary Shares are listed on one or more national
stock exchanges, the Depositary shall appoint a Registrar (acceptable to the
Corporation) for registration of such Receipts or Depositary Shares in
accordance with any requirements of such exchange. The Registrar (which may be
the Depositary if so permitted by the requirements of any such exchange) may be
removed and a substitute registrar appointed by the Depositary upon the request
or with the approval of the Corporation. If the Receipts, the Depositary
Shares or the Stock are listed on one or more other stock exchanges, the
Depositary shall, at the request and at the expense of the Corporation, arrange
such facilities for the delivery, registration, registration of transfer,
surrender and exchange of such Receipts, such Depositary Shares or such Stock
as may be required by law or applicable stock exchange regulation.



     The Depositary may from time to time appoint Depositary’s Agents to act in
any respect for the Depositary for the purposes of this Deposit Agreement and
may at any time appoint additional Depositary’s Agents and vary or terminate
the appointment of such Depositary’s Agents. The Depositary shall notify the
Corporation of any such action.







     Section 5.02. Prevention of or Delay in Performance by the Depositary,
the Depositary’s Agents, the Registrar or the Corporation. Neither the
Depositary nor any Depositary’s Agent nor the Registrar nor the Corporation
shall incur any liability to any holder of any Receipt if by reason of any
provision of any present or future law, or regulation thereunder, of the United
States of America
or of any other governmental authority or, in the case of the Depositary,
the Depositary’s Agent or the Registrar, by reason of any provision, present or
future, of the Corporation’s Certificate of Incorporation or by reason of any
act of God or war or other circumstance beyond the reasonable control of the
relevant party, the Depositary, the Depositary’s Agent, the Registrar or the
Corporation is prevented, delayed or forbidden from, or subjected to any
penalty on account of, doing or performing any act or thing which the terms of
this Deposit Agreement provide to be done or performed, nor shall the
Depositary, any Depositary’s Agent, the Registrar or the Corporation incur
liability to any holder of a Receipt (i) by reason of any nonperformance or
delay, caused as aforesaid, in the performance of any act or thing which the
terms of this Deposit Agreement provide to be done or performed, or (ii) by
reason of any exercise of, or failure to exercise, any discretion provided for
in this Deposit Agreement except, in the case of any such exercise or failure
to exercise discretion not caused as aforesaid, if caused by the negligence or
willful misconduct of the party charged with such exercise or failure to
exercise.







     Section 5.03. Obligation of the Depositary, the Depositary’s Agents, the
Registrar and the Corporation. Neither the Depositary nor any Depositary’s
Agent nor the Registrar nor the Corporation assumes any obligation or shall be
subject to any liability under this Deposit Agreement or any Receipt to holders
of Receipts other than for its negligence, willful misconduct or bad faith.



11









 





     Neither the Depositary nor any Depositary’s Agent nor the Registrar nor
the Corporation are under any obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of the Stock, the Depositary Shares
or the Receipts which in its opinion may involve it in expense or liability
unless indemnity satisfactory to it against all expense and liability is
furnished as often as may be required.



     Neither the Depositary nor any Depositary’s Agent nor the Registrar nor
the Corporation shall be liable for any action or any failure to act in
reliance upon the written advice of legal counsel or accountants, or
information from any person presenting Stock for deposit, any holder of a
Receipt or any other person believed by it in good faith to be competent to
give such information. The Depositary, any Depositary’s Agent, the Registrar
and the Corporation may each rely and are each protected in acting upon any
written notice, request, direction or other document believed by it to be
genuine and to have been signed or presented by the proper party or parties.



     The Depositary is not responsible for any failure to carry out any
instruction to vote any of the shares of Stock or for the manner or effect of
any such vote made, as long as any such action or non-action is in good faith.
The Depositary undertakes, and any Registrar will be required to undertake, to
perform such duties and only duties as are specifically set forth in this
Deposit Agreement, and no implied covenants or obligations may be read into
this Deposit Agreement against the Depositary or any Registrar. The Depositary
shall indemnify the Corporation and hold it harmless from any loss, liability
or expense (including the reasonable costs and expenses of defending itself)
which may arise out of acts performed or omitted by the Depositary, including
when such Depositary acts as Registrar, or the Depositary’s Agents in
connection with this Deposit Agreement due to its or their negligence, willful
conduct or bad faith. The indemnification obligations of the Depositary set
forth in this Section 5.03 survives any termination of this Deposit Agreement
and any succession of any Depositary.



     The Depositary, its affiliates or subsidiaries, the Depositary’s Agents,
and the Registrar may own, buy, sell and deal in any class of securities of the
Corporation and its affiliates and in Receipts or Depositary Shares or become
pecuniarily interested in any transaction in which the Corporation or its
affiliates may be interested or contract with or lend money to or otherwise act
as fully or as freely as if it were not the Depositary, its affiliate or
subsidiary or Depositary’s Agent or Registrar hereunder. The Depositary may
also act as trustee, transfer agent or registrar of any of the securities of
the Corporation and its affiliates.



     It is intended that neither the Depositary nor any Depositary’s Agent nor
the Registrar, acting as the Depositary Agent or Registrar, as the case may be,
is deemed to be an “issuer” of the securities under the federal securities laws
or applicable state securities laws, it being expressly understood and agreed
that the Depositary, any Depositary’s Agent and the Registrar are acting only
in a ministerial capacity as Depositary or Registrar for the Stock.



     Neither the Depositary (or its officers, directors, employees or agents)
nor any Depositary’s Agent nor the Registrar makes any representation or has
any responsibility as to the validity of the registration statement pursuant to
which the Depositary Shares are registered under the Securities Act, the Stock,
the Depositary Shares or the Receipts (except for its counter-signature
thereon) or any instruments referred to therein or herein, or as to the
correctness of any statement made therein or herein.



12









 







     The Depositary assumes no responsibility for the correctness of the
description that appears in the Receipts, which can be taken as a statement of
the Corporation summarizing certain provisions of this Deposit Agreement.
Notwithstanding any other provision herein or in the Receipts, the Depositary
makes no warranties or representations as to the validity, genuineness or
sufficiency of any Stock at any time deposited with the Depositary hereunder or
of the Depositary Shares, as to the validity or sufficiency of this Deposit
Agreement, as to the value of the Depositary Shares or as to any right, title
or interest of the record holders of Receipts in and to the Depositary Shares.
The Depositary shall not be accountable for the use or application by the
Corporation of the Depositary Shares or the Receipts or the proceeds thereof.







     Section 5.04. Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by delivering notice of its election to do so to the Corporation,
such resignation to take effect upon the appointment of a successor Depositary
and its acceptance of such appointment as hereinafter provided.



     The Depositary may at any time be removed by the Corporation by notice of
such removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.



     In case at any time the Depositary acting hereunder resigns or is removed,
the Corporation shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the
United States of America and having a combined capital and surplus of at least
$50,000,000. If no successor Depositary has been so appointed and has accepted
appointment within 60 days after delivery of such notice, the resigning or
removed Depositary may petition any court of competent
jurisdiction for the appointment of a successor Depositary. Every
successor Depositary shall execute and deliver to its predecessor and to the
Corporation an instrument in writing accepting its appointment hereunder, and
thereupon such successor Depositary, without any further act or deed, becomes
fully vested with all the rights, powers, duties and obligations of its
predecessor and for all purposes will be the Depositary under this Deposit
Agreement, and such predecessor, upon payment of all sums due it and on the
written request of the Corporation, shall execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all right, title and
interest in the Stock and any moneys or property held hereunder to such
successor, and shall deliver to such successor a list of the record holders of
all outstanding Receipts and such records, books and other information in its
possession relating thereto. Any successor Depositary shall promptly mail
notice of its appointment to the record holders of Receipts.



     Any corporation into or with which the Depositary may be merged,
consolidated or converted will be the successor of such Depositary without the
execution or filing of any document or any further act, and notice thereof is
not required hereunder. Such successor Depositary may authenticate the
Receipts in the name of the predecessor Depositary or in the name of the
successor Depositary.



13









 









     Section 5.05. Corporate Notices and Reports. The Corporation shall
deliver to the Depositary, and the Depositary shall, promptly after receipt
thereof transmit to the record holders of Receipts, in each case at the
addresses recorded in the Depositary’s books, copies of all notices and reports
(including, without limitation, financial statements) required by law or by the
rules of any national securities exchange upon which the Stock, the Depositary
Shares or the Receipts are listed, to be furnished to the record holders of
Receipts or otherwise determined to be furnished. Such transmission will be at
the Corporation’s expense and the Corporation shall provide the Depositary with
such number of copies of such documents as the Depositary may reasonably
request.







     Section 5.06. Indemnification by the Corporation. The Corporation shall
indemnify the Depositary, any Depositary’s Agent and the Registrar against, and
hold each of them harmless from, any loss, liability or expense (including the
reasonable costs and expenses of defending itself) which may arise out of acts
performed or omitted in connection with this Deposit Agreement and the Receipts
by the Depositary, any Registrar or any of their respective agents (including
any Depositary’s Agent), except for any liability arising out of negligence,
willful misconduct or bad faith on the part of any such person. The
obligations of the Corporation set forth in this Section 5.06 survive any
succession of any Depositary or Depositary’s Agent.







     Section 5.07. Charges and Expenses. The Corporation shall pay all
transfer and other taxes and governmental charges arising solely from the
existence of the depositary arrangements. The Corporation shall pay all
charges of the Depositary in connection with the initial deposit of the Stock
and the initial issuance of the Depositary Shares, all withdrawals of shares of
the Stock by owners of Depositary Shares, and any redemption or exchange of the
Stock at the option of the Corporation. All other transfer and other taxes and
governmental charges will be at the expense of holders of Depositary Shares.
If, at the request of a holder of Receipts, the Depositary incurs charges or
expenses for which it is not otherwise liable hereunder, such holder will be
liable for such charges and expenses. All other charges and expenses of the
Depositary and any Depositary’s Agent
hereunder (including, in each case, reasonable fees and expenses of
counsel) incident to the performance of their respective obligations hereunder
will be paid upon consultation and agreement between the Depositary and the
Corporation as to the amount and nature of such charges and expenses. The
Depositary shall present its statement for charges and expenses to the
Corporation at such intervals as the Corporation and the Depositary may agree.







     Section 5.08. Tax Compliance. The Depositary, on its own behalf and on
behalf of the Corporation shall comply with all applicable certification,
information reporting and withholding (including “backup” withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Depositary
Shares or (ii) the issuance, delivery, holding, transfer, redemption or
exercise of rights under the Receipts or the Depositary Shares. Such
compliance includes, without limitation, the preparation and timely filing of
required returns and the timely payment of all amounts required to be withheld
to the appropriate taxing authority or its designated agent.



     The Depositary shall comply with any direction received from the
Corporation with respect to the application of such requirements to particular
payments or holders or in other particular circumstances, and may for purposes
of this Deposit Agreement rely on any such direction in accordance with the
provisions of Section 5.03 hereof.



14









 








     The Depositary shall maintain all appropriate records documenting
compliance with such requirements, and shall make such records available on
request to the Corporation or to its authorized representatives.







ARTICLE 6 — AMENDMENT AND TERMINATION








     Section 6.01. Amendment. The form of the Receipts and any provisions of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Corporation and the Depositary in any respect which they
may deem necessary or desirable; provided, however, that no amendment (other
than any change in the fees of any Depositary or Registrar, which will go into
effect not sooner than three months after notice thereof to the holders of the
Receipts) which may materially and adversely alter the rights of the holders of
Receipts will be effective unless such amendment has been approved by the
holders of at least a majority of the Depositary Shares then outstanding.
Every holder of an outstanding Receipt at the time any such amendment becomes
effective will be deemed, by continuing to hold such Receipt, to consent and
agree to such amendment and to be bound by the Deposit Agreement as amended
thereby.







     Section 6.02. Termination. This Deposit Agreement may be terminated by
the Corporation or the Depositary only after (i) all outstanding Depositary
Shares have been redeemed pursuant to Section 2.08 or (ii) a final distribution
has been made in respect of the Stock in connection with any liquidation,
dissolution or winding-up of the Corporation and such distribution has been
distributed to the holders of Depositary Receipts pursuant to Sections 4.01 or
4.02, as applicable.



     If any Receipts remain outstanding after the date of termination of this
Deposit Agreement, the Depositary thereafter shall discontinue the transfer of
Receipts, shall suspend the distribution of dividends to the holders thereof
and shall not give any further notices (other than notice of such
termination) or perform any further acts under this Deposit Agreement,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to Stock, shall sell rights, preferences or privileges
as provided in this Deposit Agreement and shall continue to deliver the Stock
and any money and other property represented by Receipts upon surrender thereof
by the holders thereof. At any time after the expiration of two years from the
date of termination, the Depositary may sell Stock then held hereunder at
public or private sale, at such places and upon such terms as it deems proper
and may thereafter hold the net proceeds of any such sale, together with any
money and other property held by it hereunder, without liability for interest,
for the benefit, pro rata in accordance with their holdings, of the holders of
Receipts that have not theretofore been surrendered. After making such sale,
the Depositary will be discharged from all obligations under this Deposit
Agreement except to account for such net proceeds and money and other property.



     Upon the termination of this Deposit Agreement, the Corporation will be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, the Registrar and any Depositary’s Agent under
Sections 5.06 and 5.07.




15








 




ARTICLE 7 — MISCELLANEOUS


     Section 7.01.Counterparts. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, is an original, but all such counterparts taken together constitute one and the same instrument.


     Section 7.02.Exclusive Benefit of Parties. This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and does not give any legal or equitable right, remedy or claim to any other person whatsoever.


     Section 7.03. Invalidity of Provisions. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein will in no way be affected, prejudiced or disturbed thereby.


     Section 7.04. Notices. Any and all notices to be given to the Corporation hereunder or under the Receipts must be in writing and will be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to the Corporation at LodgeNet Entertainment Corporation, Attention: Secretary, 3900 West Innovation Street, Sioux Falls, South Dakota 57017,
Phone No.: (605) 988-1000, Facsimile No.: (605) 988-1323 or at any other address of which the Corporation has notified the Depositary in
writing.



     Any and all notices to be given to the Depositary hereunder or under the
Receipts must be in writing and will be deemed to have been duly given if
personally delivered or sent by mail, or by telegram or facsimile transmission
confirmed by letter, addressed to the Depositary at the Depositary’s Office,
at: Attention: [ ], Facsimile No.: ( ) [ ]-[ ] or
at any other address of which the Depositary has notified the Corporation in
writing.



     Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts must be in writing and will be deemed to have
been duly given if personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to such record holder at
the address of such record holder as it appears on the books of the Depositary,
or if such holder has filed with the Depositary a written request that notices
intended for such holder be mailed to some other address, at the address
designated in such request.



     Delivery of a notice sent by mail or by telegram or facsimile transmission
will be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a telegram or
facsimile transmission) is deposited, postage prepaid, in a post office letter
box. The Depositary or the Corporation may, however, act upon any telegram or
facsimile transmission received by it from the other or from any holder of a
Receipt, notwithstanding that such telegram or facsimile transmission has not
been subsequently confirmed by letter or as aforesaid.



16









 




     Section 7.05. Appointment of Registrar. The Corporation hereby also appoints the Depositary as Registrar in respect of the Receipts and the Depositary hereby accepts such appointments.


     Section 7.06. Holders of Receipts are Parties. The holders of Receipts from time to time are parties to this Deposit Agreement and are bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof.


      Section 7.07. Governing Law. THIS DEPOSIT AGREEMENT AND THE RECEIPTS AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF [NEW YORK].



     Section 7.08. Inspection of Deposit Agreement. Copies of this Deposit Agreement will be filed with the Depositary and the Depositary’s Agent and will be open to inspection during business hours at the Depositary’s Office or respective offices of the Depositary’s Agent, if any, by any holder of a Receipt.



      Section 7.09. Headings. The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Annex A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.


17









 






     IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed
this Deposit Agreement as of the date and year first above set forth, and all
holders of Receipts will become parties hereto by and upon acceptance by them
of delivery of Receipts issued in accordance with the terms hereof.



	 	 	 
	Attested by

	 	LodgeNet Entertainment Corporation
	 	 	 
	 	 	 
	

	 	By:                                                                       
	[SEAL]

	 	Name:                                                                      
	

	 	Title:                                                                      
	 	 	 
	 	 	 
	Attested by

	 	[                                                                       ]
	 	 	 
	 	 	 
	


	 	By:                                                                      
	[SEAL]

	 	Name:                                                                      
	

	 	Title:                                                                      







18









 






ANNEX A




	 	 	 
	TEMPORARY RECEIPT EXCHANGEABLE FOR
DEFINITIVE ENGRAVED RECEIPT WHEN READY FOR
DELIVERY

	 	CERTIFICATE FOR

[           ]

DEPOSITARY SHARES
	 	 	 
	THE DEPOSITARY SHARES REPRESENTED BY THIS
RECEIPT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF [          ], THE
DEPOSITARY HEREUNDER, OR OF ANY BANK OR
NON-BANK DEPOSITARY OF LODGENET ENTERTAINMENT
CORPORATION AND ARE NOT INSURED BY THE
SAVINGS ASSOCIATION INSURANCE FUND OR THE
BANK INSURANCE FUND OF THE FEDERAL DEPOSIT
INSURANCE CORPORATION, OR ANY OTHER
GOVERNMENT AGENCY DEPOSITARY RECEIPT FOR
DEPOSITARY SHARES, EACH DEPOSITARY SHARE
REPRESENTING A [           ] INTEREST IN ONE SHARE OF
[      % PREFERRED STOCK], PAR VALUE $.01 PER SHARE
LODGENET ENTERTAINMENT CORPORATION

	 	TRANSFERABLE

DEPOSITARY RECEIPT

This certificate

is transferable in New York,



CUSIP [           ]

SEE REVERSE FOR

CERTAIN DEFINITIONS
	 	 	 
	A CORPORATION INCORPORATED UNDER THE LAWS OF
THE STATE OF DELAWARE
	 	 







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     [           ], as Depositary (the “Depositary”), hereby certifies that [
] is the registered owner of [           ] DEPOSITARY SHARES
(“Depositary Shares”), each Depositary Share representing a [      ] interest in one
share of [ % Preferred Stock], $.01 par value per share (the “Stock”), of
LodgeNet Entertainment Corporation, a Delaware corporation (the “Corporation”),
on deposit with the Depositary, subject to the terms and entitled to the
benefits of the Deposit Agreement dated as of [           ], [        ] (the
“Deposit Agreement”), between the Corporation and the Depositary. By accepting
this Depositary Receipt, the holder hereof becomes a party to and agrees to be
bound by all the terms and conditions of the Deposit Agreement. This
Depositary Receipt shall not be valid or obligatory for any purpose or be
entitled to any benefits under the Deposit Agreement unless it has been
executed by the Depositary by the manual signature of a duly authorized officer
or, if executed in facsimile by the Depositary, countersigned by a Registrar in
respect of the Depositary Receipts by a duly authorized officer thereof.



Dated: [           ], [           ]

Countersigned



[           ]

Depositary and Registrar



By:                           

      Authorized Officer



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LODGENET ENTERTAINMENT CORPORATION



LODGENET ENTERTAINMENT CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
RECEIPT-HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT
OR SUMMARY OF THE CERTIFICATE OF DESIGNATION ESTABLISHING THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIFIED RIGHTS OF THE [ % PREFERRED STOCK] AND EACH OTHER CLASS OF PREFERRED
STOCK OR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND OF THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCE AND/OR RIGHTS.
ANY SUCH REQUEST SHOULD BE ADDRESSED TO LODGENET ENTERTAINMENT CORPORATION,
ATTENTION: SECRETARY, 3900 WEST INNOVATION STREET, SIOUX FALLS, SOUTH DAKOTA
57017.








The following abbreviations, when used in the inscription on the face of this
Depositary Receipt, shall be construed as though they were written out in full
according to applicable laws or regulations:




TEN COM —  as tenants in common

TEN ENT —  as tenants by the entireties

JT TEN  —  as joint tenants with right of survivorship and not as tenants in common



	 	 	 	 
	UNIF GIFT MIN ACT -

	         
	Custodian
	                           

	

	(Cust.)
	 	                           
(Minor)







	 	 	 
	......under Uniform Gifts to

	 	
	......Minors Act                                              


	

	(State)







	 	 	 
	UNIF TRAN MIN ACT -

	            
	Custodian (until age       )
	

	(Cust.)	 







	 	 	 
	........

	 	                  under Uniform Transfers

	........


	 	(Minor)
	........


	 	to Minors Act               

	 


	 	                           (State)







Additional abbreviations may also be used though not in the above list.


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     For value received,                 hereby sell(s), assign(s) and
transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE








PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE








[           ] Depositary Shares represented by the within Depositary
Receipt, and do(es) hereby irrevocably constitute and appoint [           ]
Attorney to transfer the said Depositary Shares on the books of the
within named Depositary with full power of substitution in the premises.




Dated                                    



                                            
                      
                      



Signature:


NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this Depositary Receipt in every particular, without
alteration or enlargement or any change whatever.




SIGNATURE GUARANTEE








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