Exhibit 4.1




 





 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of August 20, 2008


 


among


 


HSN, INC.


 


The Guarantors Party Hereto


 


and


 


THE BANK OF NEW YORK MELLON,


 


as Trustee




 





 

















 


THIS SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), entered into as of August 20, 2008, among HSN, INC., a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”), and THE BANK
OF NEW YORK MELLON, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Issuer and the Trustee entered into the Indenture, dated
as of July 28, 2008 (the “Indenture”),
relating to the Issuer’s 11.25% Senior Notes due 2016 (the “Notes”); and


 


WHEREAS, the Notes were issued as part of financing relating to the pro
rata distribution of 100% of the capital stock of the Issuer to the stockholders
of IAC/InterActive Corp, a Delaware corporation; and


 


WHEREAS, each of the Guarantors became a Domestic Restricted Subsidiary
of the Issuer as a result of the Spin-Off, and Sections 4.13 and 9.01 of the
Indenture requires each of the Guarantors to execute and deliver to the Trustee
this Supplemental Indenture pursuant to which each of the Guarantors shall
unconditionally guarantee all of the Issuer’s obligations under the Notes and
the Indenture on the terms set forth in the Indenture; and


 


WHEREAS, the Guarantors and the Issuer have requested that the Trustee
executed and deliver this Supplemental Indenture; and


 


WHEREAS, all things necessary have been done to make this Supplemental
Indenture, when executed and delivered by the Guarantors and the Issuer, the
legal, valid and binding agreement of the Guarantors and the Issuer, in
accordance with its terms.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, the parties to this
Supplemental Indenture hereby agree as follows:


 


Section 1.  Capitalized
teams used herein and not otherwise defined herein are used as defined in the
Indenture.


 


Section 2.  The Guarantors,
by their execution of this Supplemental Indenture, each agree to be a Guarantor
under the Indenture and to be bound by the terms of the Indenture applicable to
Guarantors, including, but not limited to, Article 10 thereof.


 


Section 3.  This
Supplemental Indenture shall be governed by and construed in accordance with
the laws of the State of New York.


 


Section 4.  This
Supplemental Indenture may be signed in various counterparts which together
will constitute one and the same instrument.


 


1

















 


Section 5.  This Supplemental
Indenture is an amendment supplemental to the Indenture and the Indenture and
this Supplemental Indenture will henceforth be read together.


 


Section 6.  The recitals
contained herein are made by the Issuer and the Guarantors and not by the Trustee,
and the Trustee assumes no responsibility for the correctness thereof.  The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture. All rights,
protections, privileges, indemnities and benefits granted or afforded to the
Trustee under the Indenture shall be deemed incorporated herein by this
reference  and shall be deemed applicable
to all actions taken, suffered or omitted by the Trustee under this
Supplemental Indenture.


 


2

















 


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


 


	
   

  	
  HSN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Signature

  
	
   

  	
  Name: Authorized Signature

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  AST LLC, as Guarantor

  
	
   

  	
  AST SUB, INC., as Guarantor

  
	
   

  	
  HOME SHOPPING NETWORK EN

  
	
   

  	
  ESPANOL, L.L.C., as Guarantor

  
	
   

  	
  HSN DIRECT LLC, as Guarantor

  
	
   

  	
  HSN FULFILLMENT LLC, as Guarantor

  
	
   

  	
  HSN IMPROVEMENTS, LLC, as Guarantor

  
	
   

  	
  HSN INTERACTIVE LLC, as Guarantor

  
	
   

  	
  HSN REALTY LLC, as Guarantor

  
	
   

  	
  HSNAUTOMATIC LLC, as Guarantor

  
	
   

  	
  INGENIOUS DESIGNS LLC, as Guarantor

  
	
   

  	
  SHORT SHOPPING LLC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Warner

  
	
   

  	
   

  	
  Name:  James P. Warner

  
	
   

  	
   

  	
  Title:    Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  H.O.T. NETWORKS HOLDINGS

  
	
   

  	
  (DELAWARE) LLC, as Guarantor

  
	
   

  	
  HSN CATALOG SERVICES, INC., as  Guarantor 

  
	
   

  	
  HSN OF NEVADA LLC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Warner

  
	
   

  	
   

  	
  Name:  James P. Warner

  
	
   

  	
   

  	
  Title:    Vice President & Secretary

  
				



 


 


SIGNATURE PAGE TO HSN, INC.
FIRST SUPPLEMENTAL INDENTURE


 

















 


	
   

  	
  EXCEPTION MANAGEMENT SERVICES,

  
	
   

  	
  LP, as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: HSN General Partner LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James P. Warner

  
	
   

  	
   

  	
   

  	
  Name:  James P. Warner

  
	
   

  	
   

  	
   

  	
  Title:    Executive Vice President, General

  
	
   

  	
   

  	
   

  	
              
  Counsel & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HSN LP, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  	
  By: HSN General Partner LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Warner

  
	
   

  	
   

  	
  Name:  James P. Warner

  
	
   

  	
   

  	
  Title:    Executive Vice President, General

  
	
   

  	
   

  	
               Counsel & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOME SHOPPING NETWORK EN

  
	
   

  	
  ESPANOL, L.P., as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By: Home Shopping Network En Espanol LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James P. Warner

  
	
   

  	
   

  	
   

  	
  Name:  James P. Warner

  
	
   

  	
   

  	
   

  	
  Title:    Secretary

  
						



 


 


SIGNATURE PAGE TO HSN, INC.
FIRST SUPPLEMENTAL INDENTURE


 

















 


	
   

  	
  BALLARD DESIGNS, INC., as Guarantor

  
	
   

  	
  CINMAR, INC., as Guarantor

  
	
   

  	
  CINMAR, L.P., as Guarantor

  
	
   

  	
  CORNERSTONE BRANDS, INC., as Guarantor

  
	
   

  	
  CORNERSTONE CONSOLIDATED 

  
	
   

  	
  SERVICES GROUP, INC., as Guarantor

  
	
   

  	
  GARNET HILL, INC., as Guarantor

  
	
   

  	
  SHOPBLINDS.COM, INC., as Guarantor

  
	
   

  	
  SMITH & NOBLE, LLC, as Guarantor

  
	
   

  	
  THE CORNERSTONE HOLDINGS GROUP, INC., as  Guarantor   

  
	
   

  	
  THE TERRITORY AHEAD, INC., as  Guarantor 

  
	
   

  	
  TRAVELSMITH OUTFITTERS, INC., as  Guarantor 

  
	
   

  	
  UNITED INDEPENDENT, INC., as Guarantor

  
	
   

  	
  THE CORNERSTONE BRANDS GROUP,  INC., as Guarantor 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew D. Soyster

  
	
   

  	
   

  	
  Name:  Matthew D. Soyster

  
	
   

  	
   

  	
  Title:    Vice President, General Counsel &

  
	
   

  	
   

  	
              
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CORNERSTONE REAL ESTATE COMPANY 

  
	
   

  	
  I, LLC, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew D. Soyster

  
	
   

  	
   

  	
  Name:  Matthew D. Soyster

  
	
   

  	
   

  	
  Title:    Vice President, General Counsel &

  
	
   

  	
   

  	
              
  Secretary

  



 


 


SIGNATURE PAGE TO HSN, INC.
FIRST SUPPLEMENTAL INDENTURE


 

















 


	
   

  	
  THE BANK OF NEW YORK MELLON,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Signature

  
	
   

  	
  Name:

  	
  Authorized Signature

  
	
   

  	
  Title:

  	
   

  
					



 


 


SIGNATURE PAGE TO HSN, INC.
FIRST SUPPLEMENTAL INDENTURE