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EXHIBIT 4.1


SECOND SUPPLEMENTAL INDENTURE



          SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as
of June 12, 2003, by and between LodgeNet Entertainment Corporation, a Delaware
corporation (the “Company”), and HSBC Bank USA (formerly known as Marine
Midland Bank), as trustee (the “Trustee”).



W I T N E S S E T H:



          WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Indenture, dated as of December 19, 1996, as amended by the first
supplemental indenture, dated as of October 15, 1998 (as amended, the
“Indenture”), providing for the issuance by the Company of an aggregate
principal amount of up to $150,000,000 of 101⁄4% Senior Notes due 2006 (the
“Notes”);



          WHEREAS, Section 9.02 of the Indenture provides that with the consent of
the Holders of at least a majority in aggregate principal amount of the
outstanding Notes (including consents obtained in connection with a tender
offer for the Notes) (i) certain covenants and related provisions of the
Indenture and the Notes may be amended or supplemented and (ii) an existing
default or failure to comply with certain provisions of the Indenture or the
Notes may be waived;



          WHEREAS, the Company has offered to purchase for cash all of the
outstanding Notes (the “Offer”) upon the terms and subject to the conditions
set forth in the Offer to Purchase and Consent Solicitation Statement, dated as
of June 3, 2003 (the “Offer to Purchase”), and the Letter of Transmittal and
Consent, dated as of June 3, 2003, as the same may be amended, supplemented or
modified;



          WHEREAS, the Offer is conditioned upon, among other things, the consent to
the proposed amendments to the Indenture set forth herein (the “Proposed
Amendments”) of at least a majority in aggregate principal amount of the
outstanding Notes, with the effectiveness of such Proposed Amendments being
subject to the acceptance for and payment by the Company of the Notes
representing not less than a majority in aggregate principal amount of Notes
outstanding pursuant to the Offer (the “Requisite Consents”);



          WHEREAS, the Company has received and delivered to the Trustee the
Requisite Consents under the Indenture to effect the Proposed Amendments;



          WHEREAS, the Company has been authorized by a resolution of its Board of
Directors to execute and deliver this Supplemental Indenture; and



 






 





          WHEREAS, all other acts and proceedings required by law, by the Indenture
and by the certificate of incorporation and by-laws of the Company to make this
Supplemental Indenture, a valid and binding agreement for the purposes
expressed herein, in accordance with its terms, have been duly done and
performed;



          NOW THEREFORE, in consideration of the premises and covenants and
agreements contained herein, and for other good and valuable consideration the
receipt of which is hereby acknowledged, and for the benefit of the Holders of
the Notes, the Company and the Trustee hereby agree as follows:



ARTICLE ONE



     Section 1.01 Definitions.


     Capitalized terms used in this Supplemental Indenture and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Indenture.


ARTICLE TWO



     Section 2.01 Amendments.


     Effective upon the initial date of payment by the Company for Notes and
consents validly tendered and not withdrawn on or prior to the consent date and
as contemplated by the Offer to Purchase (the “Payment Date”), the following
provisions of the Indenture are hereby amended as follows:


(a)       Section 1.01 of the Indenture shall be amended to eliminate in their
entirety the following defined terms:


     “Acquired Indebtedness” means Indebtedness of a Person existing at the
time such Person becomes a Restricted Subsidiary or assumed in connection with
an Asset Acquisition by a Restricted Subsidiary and not Incurred in connection
with, or in anticipation of, such Person becoming a Restricted Subsidiary or
such Asset Acquisition; PROVIDED that Indebtedness of such Person which is
redeemed, defeased, retired or otherwise repaid at the time of or immediately
upon consummation of the transactions by which such Person becomes a Restricted
Subsidiary or such Asset Acquisition shall not be Acquired Indebtedness.


     “Adjusted Consolidated Net Income” means, for any period, the aggregate
net income (or loss) of the Company and its Restricted Subsidiaries for such
period determined in conformity with GAAP; PROVIDED that the following items
shall be excluded in computing Adjusted Consolidated Net Income (without
duplication): (i) the net income of any Person (other than net income
attributable to a Restricted Subsidiary) in which any Person (other than the
Company or any of its Restricted Subsidiaries) has a joint interest and the net
income of any Unrestricted Subsidiary, except to the extent of the amount of
dividends or other distributions actually paid to the Company or any of its
Restricted Subsidiaries by such other Person or such Unrestricted Subsidiary
during such period; (ii) solely for the purposes of calculating the amount of
Restricted


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Payments that may be made pursuant to clause (C) of the first paragraph of
Section 4.04 (and in such case, except to the extent includable pursuant to
clause (i) above), the net income (or loss) of any Person accrued prior to the
date it becomes a Restricted Subsidiary or is merged into or consolidated with
the Company or any of its Restricted Subsidiaries or all or substantially all
of the property and assets of such Person are acquired by the Company or any of
its Restricted Subsidiaries; (iii) solely for the purposes of calculating the
amount of Restricted Payments that may be made pursuant to clause (C) of the
first paragraph of Section 4.04, the net income of any Restricted Subsidiary to
the extent that the declaration or payment of dividends or similar
distributions by such Restricted Subsidiary of such net income is not at the
time permitted by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Restricted Subsidiary; (iv) any gains or losses (on an
after-tax basis) attributable to Asset Sales; (v) except for purposes of
calculating the amount of Restricted Payments that may be made pursuant to
clause (C) of the first paragraph of Section 4.04, any amount paid or accrued
as dividends on Preferred Stock of the Company or any Restricted Subsidiary
owned by Persons other than the Company and any of its Restricted Subsidiaries;
and (vi) all extraordinary gains and extraordinary losses.


     “Adjusted Consolidated Net Tangible Assets” means the total amount of
assets of the Company and its Restricted Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets (excluding write-ups in connection
with accounting for acquisitions in conformity with GAAP), after deducting
therefrom (i) all current liabilities of the Company and its Restricted
Subsidiaries (excluding intercompany items) and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries,
prepared in conformity with GAAP and filed with the Commission pursuant to
Section 4.18.


     “Asset Acquisition” means (i) an investment by the Company or any of its
Restricted Subsidiaries in any other Person pursuant to which such Person shall
become a Restricted Subsidiary or shall be merged into or consolidated with the
Company or any of its Restricted Subsidiaries; PROVIDED that such Person’s
primary business is related, ancillary or complementary to the businesses of
the Company and its Restricted Subsidiaries on the date of such investment or
(ii) an acquisition by the Company or any of its Restricted Subsidiaries of the
property and assets of any Person other than the Company or any of its
Restricted Subsidiaries that constitute substantially all of a division or line
of business of such Person; PROVIDED that the property and assets acquired are
related, ancillary or complementary to the businesses of the Company and its
Restricted Subsidiaries on the date of such acquisition.


     “Asset Disposition” means the sale or other disposition by the Company or
any of its Restricted Subsidiaries (other than to the Company or another
Restricted Subsidiary) of (i) all or substantially all of the Capital Stock of
any Restricted Subsidiary of the Company or (ii) all or substantially all of
the assets that constitute a division or line of business of the Company or any
of its Restricted Subsidiaries.


     “Asset Sale” means any sale, transfer or other disposition (including by
way of merger, consolidation or sale-leaseback transaction) in one transaction
or a series of related transactions


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by the Company or any of its Restricted Subsidiaries to any Person other
than the Company or any of its Restricted Subsidiaries of (i) all or any of the
Capital Stock of any Restricted Subsidiary, (ii) all or substantially all of
the property and assets of an operating unit or business of the Company or any
of its Restricted Subsidiaries or (iii) any other property and assets of the
Company or any of its Restricted Subsidiaries (other than the Capital Stock or
assets of an Unrestricted Subsidiary) outside the ordinary course of business
of the Company or such Restricted Subsidiary and, in each case, that is not
governed by Article Five; PROVIDED that “Asset Sale” shall not include (a)
sales or other dispositions of inventory, receivables and other current,
obsolete or worn out assets, (b) sales or other dispositions of assets for
consideration at least equal to the fair market value of the assets sold or
disposed of, provided that the consideration received would satisfy clause (B)
of Section 4.11 or (c) issuances or sales of Common Stock of ResNet pursuant to
the ResNet Transaction Documents.


     “Change of Control” means such time as (i) (a) a “person” or “group”
(within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) other
than the Permitted Holders becomes the ultimate “beneficial owner” (as defined
in Rule 13d-3 of the Exchange Act) of Voting Stock representing more than 40%
of the total voting power of the total Voting Stock of the Company on a fully
diluted basis and (b) such person or group beneficially owns more Voting Stock
than the Permitted Holders; or (ii) individuals who at the beginning of any 24
month period constitute the Board of Directors (together with any new directors
whose election by the Board of Directors or whose nomination for election by
the Company’s stockholders was approved by a vote of at least two-thirds of the
members of the Board of Directors then in office who either were members of the
Board of Directors on the Closing Date or whose election or nomination for
election was previously so approved) cease for any reason during such 24 month
period to constitute a majority of the members of the Board of Directors then
in office.


     “Consolidated EBITDA” means, for any period, the sum of the amounts for
such period of (i) Adjusted Consolidated Net Income, (ii) Consolidated Interest
Expense, to the extent such amount was deducted in calculating Adjusted
Consolidated Net Income, (iii) income taxes, to the extent such amount was
deducted in calculating Adjusted Consolidated Net Income (other than income
taxes (either positive or negative) attributable to extraordinary and
non-recurring gains or losses or sales of assets), (iv) depreciation expense,
to the extent such amount was deducted in calculating Adjusted Consolidated Net
Income, (v) amortization expense, to the extent such amount was deducted in
calculating Adjusted Consolidated Net Income, and (vi) all other non-cash items
reducing Adjusted Consolidated Net Income (other than items that will require
cash payments and for which an accrual or reserve is, or is required by GAAP to
be, made), less all non-cash items increasing Adjusted Consolidated Net Income,
all as determined on a consolidated basis for the Company and its Restricted
Subsidiaries in conformity with GAAP; PROVIDED that, Consolidated EBITDA will
not be reduced as a result of a minority interest in the net income of a
Restricted Subsidiary except to the extent that dividends in cash or other
distributions of cash, property, or other assets (other than dividends or
distributions payable solely in shares of Capital Stock) are actually paid to
the holders of such minority interest.


     “Consolidated Fixed Charges” means, for any period, the aggregate amount
of (i) interest in respect of Indebtedness (including, without limitation,
amortization of original issue discount on any Indebtedness and the interest
portion of any deferred payment obligation, calculated in accordance with the
effective interest method of accounting; all commissions, discounts and


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other fees and charges owed with respect to letters of credit and bankers’
acceptance financing; the net costs associated with Interest Rate Agreements;
and Indebtedness that is Guaranteed or secured by the Company or any of its
Restricted Subsidiaries), (ii) all but the principal component of rentals in
respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid
or to be accrued by the Company and its Restricted Subsidiaries during such
period and (iii) one-third of rental expense attributable to all leases other
than Capitalized Leases; EXCLUDING, HOWEVER, (i) any amount of such interest of
any Restricted Subsidiary if the net income of such Restricted Subsidiary is
excluded in the calculation of Adjusted Consolidated Net Income pursuant to
clause (iii) of the definition thereof (but only in the same proportion as the
net income of such Restricted Subsidiary is excluded from the calculation of
Adjusted Consolidated Net Income pursuant to clause (iii) of the definition
thereof) and (ii) any premiums, fees and expenses (and any amortization
thereof) payable in connection with the offering of the Notes, all as
determined on a consolidated basis (without taking into account Unrestricted
Subsidiaries) in conformity with GAAP.


     “Consolidated Interest Expense” means, for any period, the aggregate
amount of (i) interest in respect of Indebtedness (including, without
limitation, amortization of original issue discount on any Indebtedness and the
interest portion of any deferred payment obligation, calculated in accordance
with the effective interest method of accounting; all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing; the net costs associated with Interest Rate Agreements;
and Indebtedness that is Guaranteed or secured by the Company or any of its
Restricted Subsidiaries) and (ii) all but the principal component of rentals in
respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid
or to be accrued by the Company and its Restricted Subsidiaries during such
period; EXCLUDING, HOWEVER, (i) any amount of such interest of any Restricted
Subsidiary if the net income of such Restricted Subsidiary is excluded in the
calculation of Adjusted Consolidated Net Income pursuant to clause (iii) of the
definition thereof (but only in the same proportion as the net income of such
Restricted Subsidiary is excluded from the calculation of Adjusted Consolidated
Net Income pursuant to clause (iii) of the definition thereof) and (ii) any
premiums, fees and expenses (and any amortization thereof) payable in
connection with the offering of the Notes, all as determined on a consolidated
basis (without taking into account Unrestricted Subsidiaries) in conformity
with GAAP.


     “Consolidated Leverage Ratio” means, on any Transaction Date, the ratio of
(i) the aggregate amount of Indebtedness of the Company and its Restricted
Subsidiaries on a consolidated basis as at such Transaction Date to (ii) the
aggregate amount of Consolidated EBITDA for the two most recent fiscal quarters
prior to such Transaction Date for which financial statements of the Company
have been filed with the Commission pursuant to Section 4.18 (such two fiscal
quarter periods being the “Two Quarter Period”), multiplied by two; PROVIDED
that (A) PRO FORMA effect shall be given to (x) any Indebtedness Incurred from
the beginning of the Two Quarter Period through the Transaction Date (the
“Reference Period”), to the extent such Indebtedness is outstanding on the
Transaction Date and (y) any Indebtedness that was outstanding during such
Reference Period but that is not outstanding or is to be repaid on the
Transaction Date; (B) PRO FORMA effect shall be given to Asset Dispositions and
Asset Acquisitions (including PRO FORMA effect to the application of proceeds
of any Asset Disposition) that occur during such Reference Period; and (C) PRO
FORMA effect shall be given to asset dispositions and asset acquisitions
(including giving pro forma effect to the


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application of proceeds of any asset disposition) that have been made by
any Person that has become a Restricted Subsidiary or has been merged with or
into the Company or any Restricted Subsidiary during such Reference Period and
that would have constituted Asset Dispositions or Asset Acquisitions had such
transactions occurred when such Person was a Restricted Subsidiary as if such
asset dispositions or asset acquisitions were Asset Dispositions or Asset
Acquisitions that occurred on the first day of such Reference Period; provided
that to the extent that clause (B) or (C) of this sentence requires that PRO
FORMA effect be given to an Asset Acquisition or Asset Disposition, such PRO
FORMA calculation shall be based upon the two full fiscal quarters immediately
preceding the Transaction Date of the Person, or division or line of business
of the Person, that is acquired or disposed of for which financial information
is available, multiplied by two as provided in clause (i) above.


     “Excess Proceeds” has the meaning provided in Section 4.11.


     “Guaranteed Indebtedness” has the meaning provided in Section 4.07.


     “Investment” in any Person means any direct or indirect advance, loan or
other extension of credit (including, without limitation, by way of Guarantee
or similar arrangement; but excluding advances to customers in the ordinary
course of business that are, in conformity with GAAP, recorded as accounts
receivable on the balance sheet of the Company or its Restricted Subsidiaries)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, bonds, notes,
debentures or other similar instruments issued by, such Person and shall
include (i) the designation of a Restricted Subsidiary as an Unrestricted
Subsidiary and (ii) the fair market value of the Capital Stock (or any other
Investment), held by the Company or any of its Restricted Subsidiaries, of (or
in) any Person that has ceased to be a Restricted Subsidiary, including without
limitation, by reason of any transaction permitted by clause (iii) or clause
(iv) of Section 4.06. For purposes of the definition of “Unrestricted
Subsidiary” set forth herein and Section 4.04, (i) “Investment” shall include
the fair market value of the assets (net of liabilities (other than liabilities
to the Company or any of its Subsidiaries)) of any Restricted Subsidiary at the
time that such Restricted Subsidiary is designated an Unrestricted Subsidiary,
(ii) the fair market value of the assets (net of liabilities (other than
liabilities to the Company or any of its Subsidiaries)) of any Unrestricted
Subsidiary at the time that such Unrestricted Subsidiary is designated a
Restricted Subsidiary shall be considered a reduction in outstanding
Investments and (iii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer.


     “Net Cash Proceeds” means, (a) with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or cash equivalents, including
payments in respect of deferred payment obligations (to the extent
corresponding to the principal, but not interest, component thereof) when
received in the form of cash or cash equivalents (except to the extent such
obligations are financed or sold with recourse to the Company or any Restricted
Subsidiary) and proceeds from the conversion of other property received when
converted to cash or cash equivalents, net of (i) brokerage commissions and
other fees and expenses (including fees and expenses of counsel and investment
bankers) related to such Asset Sale, (ii) provisions for all taxes (whether or
not such taxes will actually be paid or are payable) as a result of such Asset
Sale without regard to the consolidated results of operations of the Company
and its Restricted


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Subsidiaries, taken as a whole, (iii) payments made to repay Indebtedness
or any other obligation outstanding at the time of such Asset Sale that either
(A) is secured by a Lien on the property or assets sold or (B) is required to
be paid as a result of such sale and (iv) appropriate amounts to be provided by
the Company or any Restricted Subsidiary of the Company as a reserve against
any liabilities associated with such Asset Sale, including, without limitation,
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale, all as determined in conformity with GAAP and
(b) with respect to any issuance or sale of Capital Stock, the proceeds of such
issuance or sale in the form of cash or cash equivalents, including payments in
respect of deferred payment obligations (to the extent corresponding to the
principal, but not interest, component thereof) when received in the form of
cash or cash equivalents (except to the extent such obligations are financed or
sold with recourse to the Company or any Restricted Subsidiary of the Company)
and proceeds from the conversion of other property received when converted to
cash or cash equivalents, net of attorney’s fees, accountants’ fees,
underwriters’ or placement agents’ fees, discounts or commissions and
brokerage, consultant and other fees incurred in connection with such issuance
or sale and net of taxes paid or payable as a result thereof.


     “Newco” means the joint venture company which will own substantially all
of the operations of Shared Technologies Communications LLC (“STC”),
Interactive Cable Systems, Inc. (“ICS”) and ResNet LLC, to be created pursuant
to a nonbinding agreement among STC, ICS and ResNet LLC dated August 18, 1998.


     “Offer to Purchase” means an offer to purchase Notes by the Company from
the Holders commenced by mailing a notice to the Trustee and each Holder
stating: (i) the covenant of this Indenture pursuant to which the offer is
being made and that all Notes validly tendered will be accepted for payment on
a pro rata basis; (ii) the purchase price and the date of purchase (which shall
be a Business Day no earlier than 30 days nor later than 60 days from the date
such notice is mailed) (the “Payment Date”); (iii) that any Note not tendered
will continue to accrue interest pursuant to its terms; (iv) that, unless the
Company defaults in the payment of the purchase price, any Note accepted for
payment pursuant to the Offer to Purchase shall cease to accrue interest on and
after the Payment Date; (v) that Holders electing to have a Note purchased
pursuant to the Offer to Purchase will be required to surrender the Note,
together with the form entitled “Option of the Holder to Elect Purchase” on the
reverse side of the Note completed, to the Paying Agent at the address
specified in the notice prior to the close of business on the Business Day
immediately preceding the Payment Date; (vi) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close
of business on the third Business Day immediately preceding the Payment Date, a
telegram, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Notes delivered for purchase and a statement
that such Holder is withdrawing his election to have such Notes purchased; and
(vii) that Holders whose Notes are being purchased only in part will be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered; PROVIDED that each Note purchased and each new Note issued shall
be in a principal amount of $1,000 or integral multiples thereof. On the
Payment Date, the Company shall (i) accept for payment on a pro rata basis
Notes or portions thereof tendered pursuant to an Offer to Purchase; (ii)
deposit with the Paying Agent money sufficient to pay the purchase price of all
Notes or portions thereof so accepted; and (iii) deliver, or cause to be
delivered, to the Trustee all Notes or portions thereof so accepted together
with an Officers’ Certificate specifying the Notes or portions thereof accepted


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for payment by the Company. The Paying Agent shall promptly mail to the
Holders of Notes so accepted payment in an amount equal to the purchase price,
and the Company shall issue, and the Trustee shall promptly authenticate and
mail to such Holders, a new Note equal in principal amount to any unpurchased
portion of the Note surrendered; PROVIDED that each Note Purchased and each new
Note issued shall be in a principal amount of $1,000 or integral multiples
thereof. The Company will publicly announce the results of an Offer to
Purchase as soon as practicable after the Payment Date. The Trustee shall act
as the Paying Agent for an Offer to Purchase. The Company will comply with
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable, in the event
that the Company is required to repurchase Notes pursuant to an Offer to
Purchase.


     “Permitted Holders” means, collectively, the executive officers of the
Company and ResNet as of the Closing Date, any Restricted Subsidiary and trusts
established under any employee stock ownership plan that is solely for the
benefit of the employees of the Company and its Subsidiaries.


     “Permitted Investment” means (i) an Investment in the Company or a
Restricted Subsidiary or a Person which will, upon the making of such
Investment, become a Restricted Subsidiary or be merged or consolidated with or
into or transfer or convey all or substantially all its assets to, the Company
or a Restricted Subsidiary; PROVIDED that such person’s primary business is
related, ancillary or complementary to the businesses of the Company and its
Restricted Subsidiaries on the date of such Investment; (ii) Temporary Cash
Investments; (iii) payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as expenses
in accordance with GAAP; and (iv) stock, obligations or securities received in
satisfaction of judgments.


     “Permitted Liens” means (i) Liens for taxes, assessments, governmental
charges or claims that are being contested in good faith by appropriate legal
proceedings promptly instituted and diligently conducted and for which a
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made; (ii) statutory and common law Liens
of landlords and carriers, warehousemen, mechanics, suppliers, materialmen,
repairmen or other similar Liens arising in the ordinary course of business and
with respect to amounts not yet delinquent or being contested in good faith by
appropriate legal proceedings promptly instituted and diligently conducted and
for which a reserve or other appropriate provision, if any, as shall be
required in conformity with GAAP shall have been made; (iii) Liens incurred or
deposits made in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security; (iv)
Liens incurred or deposits made to secure the performance of tenders, bids,
leases, statutory or regulatory obligations, bankers’ acceptances, surety and
appeal bonds, government contracts, performance and return-of-money bonds and
other obligations of a similar nature incurred in the ordinary course of
business (exclusive of obligations for the payment of borrowed money); (v)
easements, rights-of-way, municipal and zoning ordinances and similar charges,
encumbrances, title defects or other irregularities that do not materially
interfere with the ordinary course of business of the Company or any of its
Restricted Subsidiaries; (vi) Liens (including extensions and renewals thereof)
upon real or personal (whether tangible or intangible) property acquired after
the Closing Date or associated with the Company’s headquarter offices; PROVIDED
that (a) such Lien is created


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solely for the purpose of securing Indebtedness Incurred, in accordance
with Section 4.03, (1) to finance the cost (including the cost of improvement
or construction) of the item of property or assets subject thereto and such
Lien is created prior to, at the time of or within six months after the later
of the acquisition, the completion of construction or the commencement of full
operation of such property or (2) to refinance any Indebtedness previously so
secured, (b) the principal amount of the Indebtedness secured by such Lien does
not exceed 100% of such cost and (c) any such Lien shall not extend to or cover
any property or assets other than such item of property or assets and any
improvements on such item; (vii) leases or subleases granted to others that do
not materially interfere with the ordinary course of business of the Company
and its Restricted Subsidiaries, taken as a whole; (viii) Liens encumbering
property or assets under construction arising from progress or partial payments
by a customer of the Company or its Restricted Subsidiaries relating to such
property or assets; (ix) any interest or title of a lessor in the property
subject to any Capitalized Lease or operating lease; (x) Liens arising from
filing Uniform Commercial Code financing statements regarding leases; (xi)
Liens on property of, or on shares of Capital Stock or Indebtedness of, any
Person existing at the time such Person becomes, or becomes a part of, any
Restricted Subsidiary; PROVIDED that such Liens do not extend to or cover any
property or assets of the Company or any Restricted Subsidiary other than the
property or assets acquired; (xii) Liens in favor of the Company or any
Restricted Subsidiary; (xiii) Liens arising from the rendering of a final
judgment or order against the Company or any Restricted Subsidiary of the
Company that does not give rise to an Event of Default; (xiv) Liens securing
reimbursement obligations with respect to letters of credit that encumber
documents and other property relating to such letters of credit and the
products and proceeds thereof; (xv) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; (xvi) Liens encumbering customary
initial deposits and margin deposits, and other Liens that are either within
the general parameters customary in the industry and incurred in the ordinary
course of business, in each case, securing Indebtedness under Interest Rate
Agreements and Currency Agreements and forward contracts, options, future
contracts, futures options or similar agreements or arrangements designed
solely to protect the Company or any of its Restricted Subsidiaries from
fluctuations in interest rates, currencies or the price of commodities; (xvii)
Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business in accordance with
the past practices of the Company and its Restricted Subsidiaries prior to the
Closing Date; (xviii) Liens on or sales of receivables; and (xix) Liens
securing Indebtedness in an amount not to exceed $5 million.


     “Redeemable Stock” means any class or series of Capital Stock of any
Person that by its terms or otherwise is (i) required to be redeemed prior to
the Stated Maturity of the Notes, (ii) redeemable at the option of the holder
of such class or series of Capital Stock at any time prior to the Stated
Maturity of the Notes or (iii) convertible into or exchangeable for Capital
Stock referred to in clause (i) or (ii) above or Indebtedness having a
scheduled maturity prior to the Stated Maturity of the Notes; PROVIDED that any
Capital Stock that would not constitute Redeemable Stock but for provisions
thereof giving holders thereof the right to require such Person to repurchase
or redeem such Capital Stock upon the occurrence of an “asset sale” or “change
of control” occurring prior to the Stated Maturity of the Notes shall not
constitute Redeemable Stock if the “asset sale” or “change of control”
provisions applicable to such Capital Stock are no more favorable to the
holders of such Capital Stock than the provisions contained in


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Sections 4.11 and 4.12 and such Capital Stock specifically provides that
such Person will not repurchase or redeem any such stock pursuant to such
provision prior to the Company’s repurchase of such Notes as are required to be
repurchased pursuant to Sections 4.11 and 4.12.


     “ResNet” means ResNet Communications, Inc., a subsidiary of the Company,
and its successors, including, without limitation, its successor to be formed
upon reconstitution of ResNet as a Delaware limited liability company in
connection with the recapitalization of ResNet contemplated by the ResNet
Transaction Documents.


     “ResNet Contribution” means the contribution to Newco of (i) the assets of
ResNet LLC, (ii) the limited liability company membership interests of ResNet
LLC or (iii) the equity interests of a special purpose entity created for the
purpose of conveying such assets, in exchange for approximately 30% of the
equity interest therein and notes payable in an aggregate amount equal to
Investments made by the Company or any Subsidiary in ResNet LLC to acquire
operating assets between June 1, 1998 and the closing of the ResNet
Contribution.


     “ResNet LLC” means ResNet Communications, L.L.C., a Delaware limited
liability company.


     “ResNet Transaction Documents” means the agreements among the Company,
ResNet and TCI Satellite setting forth, among other things, the terms and
conditions of TCI Satellite’s investment in ResNet, as in effect on the Closing
Date, and the agreements to be entered into by such parties on substantially
equivalent terms to effect the reconstitution of ResNet as a Delaware limited
liability company.


     “Restricted Payments” has the meaning provided in Section 4.04.


     “Subsidiary Guarantee” has the meaning provided in Section 4.07.


     “TCI Satellite” means TCI Satellite MDU Entertainment, Inc., an affiliate
of Tele-Communications, Inc., and its successors and assigns.


     “Temporary Cash Investment” means any of the following: (i) direct
obligations of the United States of America or any agency thereof or
obligations fully and unconditionally guaranteed by the United States of
America or any agency thereof, (ii) time deposit accounts, certificates of
deposit and money market deposits maturing within 180 days of the date of
acquisition thereof issued by a bank or trust company which is organized under
the laws of the United States of America, any state thereof or any foreign
country recognized by the United States, and which bank or trust company has
capital, surplus and undivided profits aggregating in excess of $50 million (or
the foreign currency equivalent thereof) and has outstanding debt which is
rated “A” (or such similar equivalent rating) or higher by at least one
nationally recognized statistical rating organization (as defined in Rule 436
under the Securities Act) or any money-market fund sponsored by a registered
broker dealer or mutual fund distributor, (iii) repurchase obligations with a
term of not more than 30 days for underlying securities of the types described
in clause (i) above entered into with a bank meeting the qualifications
described in clause (ii) above, (iv) commercial paper, maturing not more than
90 days after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the
United States of America, any state thereof or any foreign


10






 


country recognized by the United States of America with a rating at the
time as of which any investment therein is made of “P-1” (or higher) according
to Moody’s or “A-1” (or higher) according to S&P, and (v) securities with
maturities of six months or less from the date of acquisition issued or fully
and unconditionally guaranteed by any state, commonwealth or territory of the
United States of America, or by any political subdivision or taxing authority
thereof, and rated at least “A” by S&P or Moody’s.


     “Transaction Date” means with respect to the Incurrence of any
Indebtedness by the Company or any of its Restricted Subsidiaries, the date
such Indebtedness is to be Incurred and, with respect to any Restricted
Payment, the date such Restricted Payment is to be made.


     “Wholly Owned” means, with respect to any Subsidiary of any Person, the
ownership of all of the outstanding Capital Stock of such Subsidiary (other
than any director’s qualifying shares or Investments by foreign nationals
mandated by applicable law) by such Person or one or more Wholly Owned
Subsidiaries of such Person.


(b)       Section 1.01 of the Indenture shall also be amended to amend the following
defined terms:


     “Indebtedness” means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto, but excluding obligations with
respect to letters of credit (including trade letters of credit) securing
obligations (other than obligations described in (i) or (ii) above or (v), (vi)
or (vii) below) entered into in the ordinary course of business of such Person
to the extent such letters of credit are not drawn upon or, if drawn upon, to
the extent such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement), (iv) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, which purchase price is due more than six months after
the date of placing such property in service or taking delivery and title
thereto or the completion of such services, except Trade Payables, (v) all
obligations of such Person as lessee under Capitalized Leases, (vi) all
Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; PROVIDED that the
amount of such Indebtedness shall be the lesser of (A) the fair market value of
such asset at such date of determination and (B) the amount of such
Indebtedness, (vii) all Indebtedness of other Persons Guaranteed by such Person
to the extent such Indebtedness is Guaranteed by such Person and (viii) to the
extent not otherwise included in this definition, obligations under Currency
Agreements and Interest Rate Agreements. The amount of Indebtedness of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and, with respect to contingent
obligations, the maximum liability upon the occurrence of the contingency
giving rise to the obligation, PROVIDED (A) that the amount outstanding at any
time of any Indebtedness issued with original issue discount is the face amount
of such Indebtedness less the unamortized portion of the original issue
discount of such Indebtedness at the time of its issuance as determined in
conformity with GAAP, and (B) that


11






 


Indebtedness shall not include any liability for federal, state, local or
other taxes and (C) that Indebtedness shall not include any obligations owed to
TCI Satellite that do not provide for or permit payments in cash and that may
only be repaid or satisfied through the issuance of Common Stock of
ResNet.


     “Officers’ Certificate” means a certificate signed by one Officer listed
in clause (i) of the definition thereof and one Officer listed in clause (ii)
of the definition thereof, which certificate shall comply with the provisions
of Section 10.04 hereof. Any Officers’ Certificate delivered pursuant to the
first paragraph of Section 4.17 hereof shall be signed by the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer or the Chief
Accounting Officer of the Company. Each Officers’ Certificate (other than
certificates provided pursuant to TIA Section 314(a)(4)) shall include the
statements provided for in TIA Section 314(e).


     “Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at
the time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors in the manner provided below; and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Restricted
Subsidiary (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any
Capital Stock of, or owns or holds any Lien on any property of, the Company or
any Restricted Subsidiary; PROVIDED that (A) any Guarantee by the Company or
any Restricted Subsidiary of any Indebtedness of the Subsidiary being so
designated shall be deemed an “Incurrence” of such Indebtedness and an
“Investment” by the Company or such Restricted Subsidiary (or both, if
applicable) at the time of such designation; (B) either (I) the Subsidiary to
be so designated has total assets of $1,000 or less or (II) if such Subsidiary
has assets greater than $1,000, such designation would be permitted under
Section 4.04 and (C) if applicable, the Incurrence of Indebtedness and the
Investment referred to in clause (A) of this proviso would be permitted under
Sections 4.03 and 4.04. The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; PROVIDED that immediately after
giving effect to such designation (x) the Company could Incur $1.00 of
additional Indebtedness under the first paragraph of Section 4.03 and (y) no
Default or Event of Default shall have occurred and be continuing. Any such
designation by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the Board Resolution giving effect
to such designation and an Officers’ Certificate certifying that such
designation complied with the foregoing provisions.


(c)       Each of the following sections of the Indenture shall be eliminated in its
entirety:


     Section 4.03. Limitation On Indebtedness.


     (a)  The Company will not, and will not permit any of its Restricted
Subsidiaries to, Incur any Indebtedness; provided that the Company may Incur
Indebtedness, and any Restricted Subsidiary may Incur Acquired Indebtedness,
if, after giving effect to the Incurrence of such Indebtedness and the receipt
and application of the proceeds therefrom, the Consolidated Leverage Ratio
would be less than or equal to 5.75 to 1 for Indebtedness Incurred prior to
December 15, 1999, and 5.25 to 1 for Indebtedness Incurred on or after December
15, 1999.


12






 


     Notwithstanding the foregoing, the Company and any Restricted Subsidiary
(except as specified below) may Incur each and all of the following: (i)
Indebtedness outstanding at any time in an aggregate principal amount not to
exceed the amount of the commitments under the New Credit Facility on the
Closing Date, less any amount of Indebtedness permanently repaid as provided
under Section 4.11 (ii) Indebtedness (A) to the Company evidenced by an
unsubordinated promissory note or (B) to any of its Restricted Subsidiaries;
provided that any event which results in any such Restricted Subsidiary ceasing
to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness
(other than to the Company or another Restricted Subsidiary) shall be deemed,
in each case, to constitute an Incurrence of such Indebtedness not permitted by
this clause (ii); (iii) Indebtedness issued in exchange for, or the net
proceeds of which are used to refinance or refund, then outstanding
Indebtedness, other than Indebtedness Incurred under clause (i), (ii), (iv), or
(vi) of this paragraph, and any refinancings thereof in an amount not to exceed
the amount so refinanced or refunded (plus premiums, accrued interest, fees and
expenses); provided that Indebtedness the proceeds of which are used to
refinance or refund the Notes or Indebtedness that is pari passu with, or
subordinated in right of payment to, the Notes shall only be permitted under
this clause (iii) if (A) in case the Notes are refinanced in part or the
Indebtedness to be refinanced is pari passu with the Notes, such new
Indebtedness, by its terms or by the terms of any agreement or instrument
pursuant to which such new Indebtedness is outstanding, is expressly made pari
passu with, or subordinate in right of payment to, the remaining Notes, (B) in
case the Indebtedness to be refinanced is subordinated in right of payment to
the Notes, such new Indebtedness, by its terms or by the terms of any agreement
or instrument pursuant to which such new Indebtedness is issued or remains
outstanding, is expressly made subordinate in right of payment to the Notes at
least to the extent that the Indebtedness to be refinanced is subordinated to
the Notes and (C) such new Indebtedness, determined as of the date of
Incurrence of such new Indebtedness, does not mature prior to the Stated
Maturity of the Indebtedness to be refinanced or refunded, and the Average Life
of such new Indebtedness is at least equal to the remaining Average Life of the
Indebtedness to be refinanced or refunded; and provided further that in no
event may Indebtedness of the Company be refinanced by means of any
Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv)
Indebtedness (A) in respect of performance, surety or appeal bonds provided in
the ordinary course of business, (B) under Currency Agreements and Interest
Rate Agreements; provided that such agreements (a) are designed solely to
protect the Company or its Subsidiaries against fluctuations in foreign
currency exchange rates or interest rates and (b) do not increase the
Indebtedness of the obligor outstanding at any time other than as a result of
fluctuations in foreign currency exchange rates or interest rates or by reason
of fees, indemnities and compensation payable thereunder; and (C) arising from
agreements providing for indemnification, adjustment of purchase price or
similar obligations, or from Guarantees or letters of credit, surety bonds or
performance bonds securing any obligations of the Company or any of its
Restricted Subsidiaries pursuant to such agreements, in any case Incurred in
connection with the disposition of any business, assets or Restricted
Subsidiary of the Company (other than Guarantees of Indebtedness Incurred by
any Person acquiring all or any portion of such business, assets or Restricted
Subsidiary of the Company for the purpose of financing such acquisition), in a
principal amount not to exceed the gross proceeds actually received by the
Company or any Restricted Subsidiary in connection with such disposition; and
(v) Indebtedness of the Company, to the extent the net proceeds thereof are
promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a
result of a Change in Control or (B) deposited to


13






 


defease the Notes as set forth in Section 8.03 and (vi) Indebtedness Incurred
by any Restricted Subsidiary in an amount not to exceed $10 million at any one
time outstanding.


     (b)  Notwithstanding any other provision of this Section 4.03, the maximum
amount of Indebtedness that the Company or a Restricted Subsidiary may Incur
pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect
to any outstanding Indebtedness due solely to the result of fluctuations in the
exchange rates of currencies.


     (c)  For purposes of determining any particular amount of Indebtedness
under this Section 4.03, (1) Indebtedness Incurred under the New Credit
Facility on or prior to the Closing Date shall be treated as Incurred pursuant
to clause (i) of the second paragraph of Section 4.03(a), (2) Guarantees, Liens
or obligations with respect to letters of credit supporting Indebtedness
otherwise included in the determination of such particular amount shall not be
included and (3) any Liens granted pursuant to the equal and ratable provisions
referred to in Section 4.09 shall not be treated as Indebtedness. For purposes
of determining compliance with this Section 4.03, in the event that an item of
Indebtedness meets the criteria of more than one of the types of Indebtedness
described in the above clauses (other than Indebtedness referred to in clause
(1) of the preceding sentence), the Company, in its sole discretion, shall
classify such item of Indebtedness and only be required to include the amount
and type of such Indebtedness in one of such clauses.


     Section 4.04. Limitation on Restricted Payments.


     The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, (i) declare or pay any dividend or make any
distribution on or with respect to its Capital Stock (other than (x) dividends
or distributions payable solely in shares of its Capital Stock (other than
Redeemable Stock) or in options, warrants or other rights to acquire shares of
such Capital Stock and (y) pro rata dividends or distributions on Common Stock
of Restricted Subsidiaries held by minority stockholders) held by Persons other
than the Company or any of its Restricted Subsidiaries, (ii) purchase, redeem,
retire or otherwise acquire for value any shares of Capital Stock of (A) the
Company or an Unrestricted Subsidiary (including options, warrants or other
rights to acquire such shares of Capital Stock) held by any Person or (B) a
Restricted Subsidiary (including options, warrants or other rights to acquire
such shares of Capital Stock) held by any Affiliate of the Company (other than
a Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of such
holder) of 10% or more of the Capital Stock of the Company, (iii) make any
voluntary or optional principal payment, or voluntary or optional redemption,
repurchase, defeasance, or other acquisition or retirement for value, of
Indebtedness of the Company that is subordinated in right of payment to the
Notes (other than the purchase, repurchase or the acquisition of Indebtedness
in anticipation of satisfying a sinking fund obligation, principal installment
or final maturity, in any case due within one year of the date of acquisition)
or (iv) make any Investment, other than a Permitted Investment, in any Person
(such payments or any other actions described in clauses (i) through (iv) being
collectively “Restricted Payments”) if, at the time of, and after giving effect
to, the proposed Restricted Payment: (A) a Default or Event of Default shall
have occurred and be continuing, (B) the Company could not Incur at least $1.00
of Indebtedness under the first paragraph of Section 4.03 or (C) the aggregate
amount of all Restricted Payments (the amount, if other than in cash, to be
determined in good


14






 


faith by the Board of Directors, whose determination shall be conclusive and
evidenced by a Board Resolution) made after the Closing Date shall exceed the
sum of (1) the remainder of (x) the aggregate amount of the Consolidated EBITDA
(or, if the Consolidated EBITDA is a loss, minus 100% of the amount of such
loss) (determined by excluding income resulting from transfers of assets by the
Company or a Restricted Subsidiary to an Unrestricted Subsidiary) accrued on a
cumulative basis during the period (taken as one accounting period) beginning
on the first day of the fiscal quarter during which the Closing Date occurs and
ending on the last day of the last fiscal quarter preceding the Transaction
Date for which reports have been filed pursuant to Section 4.18 minus (y) the
product of two multiplied by the aggregate amount of Consolidated Fixed Charges
for the period referred to in clause (x) PLUS (2) the aggregate Net Cash
Proceeds received by the Company after the Closing Date from the issuance and
sale permitted by this Indenture of its Capital Stock (other than Redeemable
Stock) to a Person who is not a Subsidiary of the Company, or from the issuance
to a Person who is not a Subsidiary of the Company of any options, warrants or
other rights to acquire Capital Stock of the Company (in each case, exclusive
of any Redeemable Stock or any options, warrants or other rights that are
redeemable at the option of the holder, or are required to be redeemed, prior
to the Stated Maturity of the Notes) PLUS (3) an amount equal to the net
reduction in Investments (other than reductions in Permitted Investments) in
any Person resulting from payments of interest on Indebtedness, dividends,
repayments of loans or advances, or other transfers of assets, in each case to
the Company or any Restricted Subsidiary or from the Net Cash Proceeds from the
sale of any such Investment (except, in each case, to the extent any such
payment or proceeds are included in the calculation of Adjusted Consolidated
Net Income), or from redesignations of Unrestricted Subsidiaries as Restricted
Subsidiaries (valued in each case as provided in the definition of
“Investments”), not to exceed, in each case, the amount of Investments
previously made by the Company or any Restricted Subsidiary in such Person or
Unrestricted Subsidiary.


     The foregoing provision shall not be violated by reason of: (i) the
payment of any dividend within 60 days after the date of declaration thereof
if, at said date of declaration, such payment would comply with the foregoing
paragraph; (ii) the redemption, repurchase, defeasance or other acquisition or
retirement for value of Indebtedness that is subordinated in right of payment
to the Notes including premium, if any, and accrued and unpaid interest, with
the proceeds of, or in exchange for, Indebtedness Incurred under clause (iii)
of the second paragraph of Section 4.03(a); (iii)(A) the repurchase, redemption
or other acquisition of Capital Stock of the Company (or options, warrants or
other rights to acquire such Capital Stock) in exchange for, or out of the
proceeds of a substantially concurrent offering of, shares of Capital Stock
(other than Redeemable Stock) of the Company or (B) the repurchase, redemption
or other acquisition of Capital Stock of a Restricted Subsidiary (or options,
warrants or other rights to acquire such Capital Stock) in exchange for, or out
of the proceeds of a substantially concurrent offering of, shares of Capital
Stock (other than Redeemable Stock) of such Restricted Subsidiary; (iv) the
making of any principal payment or the repurchase, redemption, retirement,
defeasance or other acquisition for value of Indebtedness of the Company which
is subordinated in right of payment to the Notes in exchange for, or out of the
proceeds of, a substantially concurrent offering of, shares of the Capital
Stock of the Company (other than Redeemable Stock); (v) payments or
distributions, to dissenting stockholders pursuant to applicable law, pursuant
to or in connection with a consolidation, merger or transfer of assets that
complies with Article Five; (vi) Investments in Unrestricted Subsidiaries not
to exceed $20 million at any one time outstanding; and (vii) Restricted
Payments not to exceed $5 million in the aggregate; provided that, except in


15






 


the case of clauses (i) and (iii), no Default or Event of Default shall have
occurred and be continuing or occur as a consequence of the actions or payments
set forth therein.


     Each Restricted Payment permitted pursuant to the preceding paragraph
(other than the Restricted Payment referred to in clause (ii) thereof and an
exchange of Capital Stock for Capital Stock or Indebtedness referred to in
clause (iii) or (iv) thereof), and the Net Cash Proceeds from any issuance of
Capital Stock referred to in clauses (iii) and (iv), shall be included in
calculating whether the conditions of clause (C) of the first paragraph of this
Section 4.04 have been met with respect to any subsequent Restricted Payments.
In the event the proceeds of an issuance of Capital Stock of the Company are
used for the redemption, repurchase or other acquisition of the Notes, or
Indebtedness that is pari passu with the Notes, then the Net Cash Proceeds of
such issuance shall be included in clause (C) of the first paragraph of this
Section 4.04 only to the extent such proceeds are not used for such redemption,
repurchase or other acquisition of Indebtedness.


     Section 4.05. Limitation on Dividend and other Payment Restrictions
Affecting Restricted Subsidiaries.


     The Company will not, and will not permit any Restricted Subsidiary to,
create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Restricted
Subsidiary to (i) pay dividends or make any other distributions permitted by
applicable law on any Capital Stock of such Restricted Subsidiary owned by the
Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to
the Company or any other Restricted Subsidiary, (iii) make loans or advances to
the Company or any other Restricted Subsidiary or (iv) transfer any of its
property or assets to the Company or any other Restricted Subsidiary.


     The foregoing provisions shall not restrict any encumbrances or
restrictions: (i) existing on the Closing Date in the New Credit Facility, this
Indenture, the ResNet Transaction Documents or any other agreements in effect
on the Closing Date, and any extensions, refinancings, renewals or replacements
of such agreements; provided that the encumbrances and restrictions in any such
extensions, refinancings, renewals or replacements are no less favorable in any
material respect to the Holders than those encumbrances or restrictions that
are then in effect and that are being extended, refinanced, renewed or
replaced; (ii) existing under or by reason of applicable law; (iii) existing
with respect to any Person or the property or assets of such Person acquired by
the Company or any Restricted Subsidiary, existing at the time of such
acquisition and not incurred in contemplation thereof, which encumbrances or
restrictions are not applicable to any Person or the property or assets of any
Person other than such Person or the property or assets of such Person so
acquired; (iv) in the case of clause (iv) of the first paragraph of this
Section 4.05, (A) that restrict in a customary manner the subletting,
assignment or transfer of any property or asset that is a lease, license,
conveyance or contract or similar property or asset, (B) existing by virtue of
any transfer of, agreement to transfer, option or right with respect to, or
Lien on, any property or assets of the Company or any Restricted Subsidiary not
otherwise prohibited by this Indenture or (C) arising or agreed to in the
ordinary course of business, not relating to any Indebtedness, and that do not,
individually or in the aggregate, detract from the value of property or assets
of the Company or any Restricted Subsidiary in any manner material


16






 


to the Company or any Restricted Subsidiary; or (v) with respect to a
Restricted Subsidiary and imposed pursuant to an agreement that has been
entered into for the sale or disposition of all or substantially all of the
Capital Stock of, or property and assets of, such Restricted Subsidiary.
Nothing contained in this Section 4.05 shall prevent the Company or any
Restricted Subsidiary from (1) creating, incurring, assuming or suffering to
exist any Liens otherwise permitted by the Section 4.09 or (2) restricting the
sale or other disposition of property or assets of the Company or any of its
Restricted Subsidiaries that secure Indebtedness of the Company or any of its
Restricted Subsidiaries.


     Section 4.06. Limitation on the Issuance and Sale of Capital Stock of
Restricted Subsidiaries.


     The Company will not sell, and will not permit any Restricted Subsidiary,
directly or indirectly, to issue or sell, any shares of Capital Stock of a
Restricted Subsidiary (including options, warrants or other rights to purchase
shares of such Capital Stock) except (i) to the Company or a Wholly Owned
Restricted Subsidiary; (ii) issuances of director’s qualifying shares or sales
to foreign nationals of shares of Capital Stock of foreign Restricted
Subsidiaries, to the extent required by applicable law; (iii) if, immediately
after giving effect to such issuance or sale, such Restricted Subsidiary would
no longer constitute a Restricted Subsidiary, provided any Investment in such
Person remaining after giving effect to such issuance or sale would have been
permitted to be made under Section 4.04, if made on the date of such issuance
or sale; and (iv) issuances of Common Stock of ResNet (x) to TCI Satellite
pursuant to the terms of the ResNet Transaction Documents as in effect on the
Closing Date and (y) in exchange for, or the net proceeds of which are used
solely for, redemptions of Common Stock of ResNet.


     Section 4.07. Limitation on Issuances of Guarantees by Restricted
Subsidiaries.


     The Company will not permit any Restricted Subsidiary, directly or
indirectly, to Guarantee any Indebtedness of the Company which is pari passu
with or subordinate in right of payment to the Notes (“Guaranteed
Indebtedness”), unless (i) such Restricted Subsidiary simultaneously executes
and delivers a supplemental indenture to this Indenture providing for a
Guarantee (a “Subsidiary Guarantee”) of payment of the Notes by such 45
Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not
in any manner whatsoever claim or take the benefit or advantage of, any rights
of reimbursement, indemnity or subrogation or any other rights against the
Company or any other Restricted Subsidiary as a result of any payment by such
Restricted Subsidiary under its Subsidiary Guarantee; provided that this
paragraph shall not be applicable to (x) any Guarantee of any Restricted
Subsidiary that existed at the time such Person became a Restricted Subsidiary
and was not Incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary or (y) any Guarantee of any Subsidiary of
Indebtedness Incurred under a revolving credit or working capital facility. If
the Guaranteed Indebtedness is (A) pari passu with the Notes, then the
Guarantee of such Guaranteed Indebtedness shall be pari passu with, or
subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes,
then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the
Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is
subordinated to the Notes.


17






 


     Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted
Subsidiary may provide by its terms that it shall be automatically and
unconditionally released and discharged upon (i) any sale, exchange or
transfer, to any Person not an Affiliate of the Company, of all of the
Company’s and each Restricted Subsidiary’s Capital Stock in, or all or
substantially all the assets of, such Restricted Subsidiary (which sale,
exchange or transfer is not prohibited by this Indenture) or (ii) the release
or discharge of the Guarantee which resulted in the creation of such Subsidiary
Guarantee, except a discharge or release by or as a result of payment under
such Guarantee.


     Section 4.08. Limitation on Transactions with Stockholders and Affiliates.


     The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into, renew or extend any transaction (including
without limitation, the purchase, sale, lease or exchange or property or
assets, or the rendering of any service) with any holder (or any Affiliate of
such holder) of 10% or more of any class of Capital Stock of the Company or
with any Affiliate of the Company or any Restricted Subsidiary, except upon
fair and reasonable terms no less favorable to the Company or such Restricted
Subsidiary than could be obtained, at the time of such transaction or, if such
transaction is pursuant to a written agreement, at the time of the execution of
the agreement providing therefor, in a comparable arm’s-length transaction with
a Person that is not such a holder or an Affiliate.


     The foregoing limitation does not limit, and shall not apply to (i)
transactions (A) approved by a majority of the disinterested members of the
Board of Directors or (B) for which the Company or a Restricted Subsidiary
delivers to the Trustee a written opinion of a nationally recognized investment
banking firm stating that the transaction is fair to the Company or such
Restricted Subsidiary from a financial point of view; (ii) any transaction
solely between the Company and any of its Wholly Owned Restricted Subsidiaries
or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of
reasonable and customary regular fees to directors of the Company who are not
employees of the Company; (iv) any payments or other transactions pursuant to
any tax-sharing agreement between the Company and any other Person with which
the Company files a consolidated tax return or with which the Company is part
of a consolidated group for tax purposes; (v) any Restricted Payments not
prohibited by Section 4.04; (vi) transactions pursuant to the ResNet
Transaction Documents; or (vii) transactions with Newco in the ordinary course
of business on terms no less favorable to the Company or such Restricted
Subsidiary than could be obtained in a comparable arm’s-length transaction.
Notwithstanding the foregoing, any transaction covered by the first paragraph
of this Section 4.08 and not covered by clauses (ii) through (vii) of this
paragraph, the aggregate amount of which exceeds $1 million in value, must be
approved or determined to be fair in the manner provided for in clause (i)(A)
or (B) above.


     Section 4.09. Limitation on Liens.


     The Company will not, and will not permit any Restricted Subsidiary to,
create, incur, assume or suffer to exist any Lien on any of its assets or
properties of any character, or any shares of Capital Stock or Indebtedness of
any Restricted Subsidiary, without making effective


18






 


provision for all of the Notes and all other amounts due under this Indenture
to be directly secured equally and ratably with (or, if the obligation or
liability to be secured by such Lien is subordinated in right of payment to the
Notes, prior to) the obligation or liability secured by such Lien. The
foregoing limitation does not apply to (i) Liens existing on the Closing Date;
(ii) Liens granted after the Closing Date on any assets or Capital Stock of the
Company or its Restricted Subsidiaries created in favor of the Holders; (iii)
Liens with respect to the assets of a Restricted Subsidiary granted by such
Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary to
secure Indebtedness owing to the Company or such other Restricted Subsidiary;
(iv) Liens securing Indebtedness which is Incurred to refinance secured
Indebtedness which is permitted to be Incurred under clause (iii) of the second
paragraph of Section 4.03; PROVIDED that such Liens do not extend to or cover
any property or assets of the Company or any Restricted Subsidiary other than
the property or assets securing the Indebtedness being refinanced; (v) Liens
securing obligations under the New Credit Facility; or (vi) Permitted Liens.


     Section 4.10. Limitation on Sale-Leaseback Transactions.


     The Company will not, and will not permit any Restricted Subsidiary to,
enter into any sale-leaseback transaction involving any of its assets or
properties whether now owned or hereafter acquired, whereby the Company or a
Restricted Subsidiary sells or transfers such assets or properties and then or
thereafter leases such assets or properties or any part thereof or any other
assets or properties which the Company or such Restricted Subsidiary, as the
case may be, intends to use for substantially the same purpose or purposes as
the assets or properties sold or transferred.


     The foregoing restriction does not apply to any sale-leaseback transaction
if (i) the lease is for a period, including renewal rights, of not in excess of
three years; (ii) the lease secures or relates to industrial revenue or
pollution control bonds; (iii) the transaction is solely between the Company
and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned
Restricted Subsidiaries; or (iv) the Company or such Restricted Subsidiary,
within twelve months after the sale or transfer of any assets or properties is
completed, applies an amount not less than the net proceeds received from such
sale in accordance with clause (A) or (B) of the first paragraph of Section
4.12.


     Section 4.11. Limitation on Asset Sales.


     The Company will not, and will not permit any Restricted Subsidiary to,
consummate any Asset Sale in an amount in greater than 10% of the Company’s
Adjusted Consolidated Net Tangible Assets, unless (i) the consideration
received by the Company or such Restricted Subsidiary is at least equal to the
fair market value of the assets sold or disposed of and (ii) at least 75% of
the consideration received consists of cash (which shall include any
Indebtedness of the Company or its Restricted Subsidiaries that is assumed by
the buyer) or Temporary Cash Investments. In the event and to the extent that
the Net Cash Proceeds received by the Company or any of its Restricted
Subsidiaries from one or more Asset Sales occurring on or after the Closing
Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated
Net Tangible Assets (determined as of the date closest to the commencement of
such 12-month


19






 


period for which a consolidated balance sheet of the Company and its
subsidiaries have been filed pursuant to Section 4.18), then the Company shall
or shall cause the relevant Restricted Subsidiary to (i) within twelve months
after the date Net Cash Proceeds so received exceed 10% of Adjusted
Consolidated Net Tangible Assets (A) apply an amount equal to such excess Net
Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company,
or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to
Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case
owing to a Person other than the Company or any of its Restricted Subsidiaries
or (B) invest an equal amount, or the amount not so applied pursuant to clause
(A) (or enter into a definitive agreement committing to so invest within twelve
months after the date of such agreement), in property or assets (other than
current assets) of a nature or type or that are used in a business (or in a
company having property and assets of a nature or type, or engaged in a
business) similar or related to the nature or type of the property and assets
of, or the business of, the Company and its Restricted Subsidiaries existing on
the date of such investment and (ii) apply (no later than the end of the
twelve-month period referred to in clause (i)) such excess Net Cash Proceeds
(to the extent not applied pursuant to clause (i)) as provided in the following
paragraph of this Section 4.11. The amount of such excess Net Cash Proceeds
required to be applied (or to be committed to be applied) during such
twelve-month period as set forth in clause (i) of the preceding sentence and
not applied as so required by the end of such period shall constitute “Excess
Proceeds.”


     If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to
this Section 4.11 totals at least $10 million, the Company must commence, not
later than the fifteenth Business Day of such month, and consummate an Offer to
Purchase from the Holders on a pro rata basis an aggregate principal amount of
Notes on the relevant Payment Date equal to the Excess Proceeds on such date,
at a purchase price equal to 101% of the principal amount of the Notes on the
relevant Payment Date, plus, in each case, accrued interest (if any) to the
Payment Date.


     Section 4.12. Repurchase of Notes Upon a Change of Control.


     The Company must commence, within 30 days after the occurrence of a Change
of Control, and consummate an Offer to Purchase for all Notes then outstanding,
at a purchase price equal to 101% of the principal amount thereof on the
relevant Payment Date, plus accrued interest (if any) to the Payment Date.


     Section 4.13. Existence.


     Subject to Articles Four and Five of this Indenture, the Company will do
or cause to be done all things necessary to preserve and keep in full force and
effect its existence and the existence of each of its Restricted Subsidiaries
in accordance with the respective organizational documents of the Company and
each such Subsidiary and the rights (whether pursuant to charter, partnership
certificate, agreement, statute or otherwise), material licenses and franchises
of the Company and each such Subsidiary; provided that the Company shall not be
required to preserve any such right, license or franchise, or the existence of
any Restricted Subsidiary, if the


20






 


maintenance or preservation thereof is no longer desirable in the conduct of
the business of the Company and its Restricted Subsidiaries taken as a whole.


     Section 4.14. Payment of Taxes and Other Claims.


     The Company will pay or discharge and shall cause each of its Subsidiaries
to pay or discharge, or cause to be paid or discharged, before the same shall
become delinquent (i) all material taxes, assessments and governmental charges
levied or imposed upon (a) the Company or any such Subsidiary, (b) the income
or profits of any such Subsidiary which is a corporation or (c) the property of
the Company or any such Subsidiary and (ii) all material lawful claims for
labor, materials and supplies that, if unpaid, might by law become a lien upon
the property of the Company or any such Subsidiary; provided that the Company
shall not be required to pay or discharge, or cause to be paid or discharged,
any such tax, assessment, charge or claim the amount, applicability or validity
of which is being contested in good faith by appropriate proceedings and for
which adequate reserves have been established.


     Section 4.15. Maintenance of Properties and Insurance.


     The Company will cause all properties used or useful in the conduct of its
business or the business of any of its Restricted Subsidiaries, to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided that nothing in this Section 4.15 shall prevent the Company or any
such Subsidiary from discontinuing the use, operation or maintenance of any of
such properties or disposing of any of them, if such discontinuance or disposal
is, in the judgment of the Company, desirable in the conduct of the business of
the Company or such Subsidiary.


     The Company will provide or cause to be provided, for itself and its
Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by corporations
similarly situated and owning like properties, including, but not limited to,
products liability insurance and public liability insurance, with reputable
insurers or with the government of the United States of America, or an agency
or instrumentality thereof, in such amounts, with such deductibles and by such
methods as shall be customary for corporations similarly situated in the
industry in which the Company or such Restricted Subsidiary, as the case may
be, is then conducting business.


     Section 4.16. Notice of Defaults.


     In the event that the Company becomes aware of any Default or Event of
Default the Company, promptly after it becomes aware thereof, will give written
notice thereof to the Trustee.


21






 


     Section 4.17. Compliance Certificates.


     (a)  The Company shall deliver to the Trustee, within 45 days after the end
of each fiscal quarter (90 days after the end of the last fiscal quarter of
each year), an Officers’ Certificate stating whether or not the signers know of
any Default or Event of Default that occurred during such fiscal quarter. In
the case of the Officers’ Certificate delivered within 90 days of the end of
the Company’s fiscal year, such certificate shall contain a certification from
the principal executive officer, principal financial officer or principal
accounting officer that a review has been conducted of the activities of the
Company and its Restricted Subsidiaries and the Company’s and its Restricted
Subsidiaries’ performance under this Indenture and that the Company has
complied with all conditions and covenants under this Indenture. For purposes
of this Section 4.17, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture. If they
do know of such a Default or Event of Default, the certificate shall describe
any such Default or Event of Default and its status. The first certificate to
be delivered pursuant to this Section 4.17(a) shall be for the first fiscal
quarter beginning after the execution of this Indenture.


     (b)  The Company shall deliver to the Trustee, within 90 days after the end
of the Company’s fiscal year, a certificate signed by the Company’s independent
certified public accountants stating (i) that their audit examination has
included a review of the terms of this Indenture and the Notes as they relate
to accounting matters, (ii) that they have read the most recent Officers’
Certificate delivered to the Trustee pursuant to paragraph (a) of this Section
4.17 and (iii) whether, in connection with their audit examination, anything
came to their attention that caused them to believe that the Company was not in
compliance with any of the terms, covenants, provisions or conditions of
Article Four and Section 5.01 of this Indenture as they pertain to accounting
matters and, if any Default or Event of Default has come to their attention,
specifying the nature and period of existence thereof; provided that such
independent certified public accountants shall not be liable in respect of such
statement by reason of any failure to obtain knowledge of any such Default or
Event of Default that would not be disclosed in the course of an audit
examination conducted in accordance with generally accepted auditing standards
in effect at the date of such examination.


     Section 4.19. Waiver of Stay, Extension or Usury Laws.


     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law
or other law that would prohibit or forgive the Company from paying all or any
portion of the principal of, premium, if any, or interest on the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force,
or that may affect the covenants or the performance of this Indenture; and (to
the extent that it may lawfully do so) the Company hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


22






 


     Section 8.03. Defeasance of Certain Obligations.


     The Company may omit to comply with any term, provision or condition set
forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.18,
and clauses (c) and (d) of Section 6.01 with respect to clauses (iii) and (iv)
of Section 5.01 and Sections 4.03 through 4.18, and clauses (e) and (f) of
Section 6.01 shall be deemed not to be Events of Default, in each case with
respect to the outstanding Notes if:



		
	 	     (i) with reference to this Section 8.03, the Company has
irrevocably deposited or caused to be irrevocably deposited with the
Trustee (or another trustee satisfying the requirements of Section 7.10)
and conveyed all right, title and interest to the Trustee for the benefit
of the Holders, under the terms of an irrevocable trust agreement in form
and substance satisfactory to the Trustee as trust funds in trust,
specifically pledged to the Trustee for the benefit of the Holders as
security for payment of the principal of, premium, if any, and interest,
if any, on the Notes, and dedicated solely to, the benefit of the
Holders, in and to (A) money in an amount, (B) U.S. Government
Obligations that, through the payment of interest and principal in
respect thereof in accordance with their terms, will provide, not later
than one day before the due date of any payment referred to in this
clause (i), money in an amount or (C) a combination thereof in an amount
sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, without consideration of the
reinvestment of such interest and after payment of all federal, state and
local taxes or other charges and assessments in respect thereof payable
by the Trustee, the principal of, premium, if any, and interest on the
outstanding Notes on the Stated Maturity of such principal or interest;
provided that the Trustee shall have been irrevocably instructed to apply
such money or the proceeds of such U.S. Government Obligations to the
payment of such principal, premium, if any, and interest with respect to
the Notes;




		
	 	     (ii) such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;




		
	 	     (iii) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit;




		
	 	     (iv) the Company has delivered to the Trustee an Opinion of
Counsel to the effect that (A) the creation of the defeasance trust does
not violate the Investment Company Act of 1940, (B) the Holders have a
valid first-priority security interest in the trust funds, (C) the
Holders will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and defeasance of certain
obligations and will be subject to federal income tax on the same amount
and in the same manner and at the same times as would have been the case
if such deposit and defeasance had not occurred and (D) after the passage
of 123 days following the deposit (except, with respect to any trust
funds for the account of any Holder who may be deemed to be an “insider”
for purposes of the United States Bankruptcy Code, after one year
following the deposit), the trust funds will not be subject to the effect
of Section 547 of the United States



23






 







		
	 	Bankruptcy Code or Section 15 of the New York Debtor and Creditor
Law in a case commenced by or against the Company under either such
statute, and either (1) the trust funds will no longer remain the
property of the Company (and therefore will not be subject to the effect
of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally) or (2) if a court were to rule
under any such law in any case or proceeding that the trust funds
remained property of the Company, (x) assuming such trust funds remained
in the possession of the Trustee prior to such court ruling to the extent
not paid to the Holders, the Trustee will hold, for the benefit of the
Holders, a valid and perfected security interest in such trust funds that
is not avoidable in bankruptcy or otherwise (except for the effect of
Section 552(b) of the United States Bankruptcy Code on interest on the
trust funds accruing after the commencement of a case under such
statute), (y) the Holders will be entitled to receive adequate protection
of their interests in such trust funds if such trust funds are used in
such case or proceeding and (z) no property, rights in property or other
interests granted to the Trustee or the Holders in exchange for, or with
respect to, such trust funds will be subject to any prior rights of
holders of other Indebtedness of the Company or any of its Subsidiaries;




		
	 	     (v) if the Notes are then listed on a national securities
exchange, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that such deposit defeasance and discharge will not
cause the Notes to be delisted; and




		
	 	     (vi) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the defeasance
contemplated by this Section 8.03 have been complied with.



(d)       Each of the following sections of the Indenture shall be amended as
follows:



		
	 	     Section 3.01. Right of Redemption.



       The Notes may be redeemed at the election of the Company, in whole or in
part, at any time and from time to time on or after December 15, 2001 and prior
to maturity, upon not less than 30 3 Business Days nor more than 60 days’ prior
notice mailed by first-class mail to each Holder’s last address as it appears
in the Security Register, at the following Redemption Prices (expressed in
percentages of their principal amount), plus accrued and unpaid interest, if
any, to the Redemption Date (subject to the right of Holders of record on the
relevant Regular Record Date that is on or prior to the Redemption Date to
receive interest due on an Interest Payment Date) if redeemed during the
12-month period commencing on December 15 of the applicable year set forth
below:



	 	 	 	 	 
	 	 	Redemption
	Year	 	Price
	
	 	

	2001
	 	 	105.125	%
	2002
	 	 	102.563	 
	2003 and thereafter
	 	 	100.000	 



24






 



     In addition, at any time prior to December 15, 1999, the Company may
redeem up to 35% of the aggregate principal amount of the Notes with the
proceeds of one or more Public Equity Offerings, at any time as a whole or from
time to time in part, at a Redemption Price (expressed as a percentage of
principal amount on the Redemption Date) of 110.250 %, plus accrued and unpaid
interest, if any, to the redemption date; provided that, immediately after any
such redemption at least $97.5 million aggregate principal amount of the Notes
remains outstanding.


     Section 3.02. Notices to Trustee.


     If the Company elects to redeem Notes pursuant to Section 3.01, it shall
notify the Trustee in writing of the Redemption Date and the principal amount
of Notes to be redeemed.


The Company shall give each notice provided for in this Section 3.02 (which
notice may be revoked by the Company at any time prior to the time at which
notice shall have been given to the Holders pursuant to Section 3.04) in an
Officers’ Certificate at least 45 days 8 Business Days before the Redemption
Date (unless a shorter period shall be satisfactory to the Trustee).


     Section 3.04. Notice of Redemption.


     With respect to any redemption of Notes pursuant to Section 3.01, at least
30 3 Business Days but not more than 60 days before a Redemption Date, the
Company shall mail a notice of redemption by first class mail to each Holder
whose Notes are to be redeemed.


     The notice shall identify the Notes to be redeemed and shall state:


     (i)  the Redemption Date;


     (ii)  the Redemption Price;


     (iii)  the name and address of the Paying Agent;


     (iv)  that Notes called for redemption must be surrendered to the Paying
Agent in order to collect the Redemption Price;


     (v)  that, unless the Company defaults in making the redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
Redemption Date and the only remaining right of the Holders is to receive
payment of the Redemption Price plus accrued interest to the Redemption Date
upon surrender of the Notes to the Paying Agent;


     (vi)  that, if any Note is being redeemed in part, the portion of the
principal amount (equal to $1,000 in principal amount or any integral multiple
thereof) of such Note to be redeemed and that, on and after the Redemption
Date, upon surrender of such Note, a new Note or Notes in principal amount
equal to the unredeemed portion thereof will be reissued; and


25






 


     (vii)  that, if any Note contains a CUSIP number as provided in Section
2.13, no representation is being made as to the correctness of the CUSIP number
either as printed on the Notes or as contained in the notice of redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes.


     At the Company’s request (which request may be revoked by the Company at
any time prior to the time at which the Trustee shall have given such notice to
the Holders), made in writing to the Trustee at least 45 days 8 Business Days
(or such shorter period as shall be satisfactory to the Trustee) before a
Redemption Date, the Trustee shall give the notice of redemption in the name
and at the expense of the Company. If, however, the Company gives such notice
to the Holders, the Company shall concurrently deliver to the Trustee an
Officers’ Certificate stating that such notice has been given.


     Section 4.18 4.03. Commission Reports and Reports To Holders Trust
Indenture Act.


          Whether or not the Company is required to file reports with the
Commission, for so long as any Notes are outstanding, the Company shall file
with the Commission all such reports and other information as it would be
required to file with the Commission by Sections 13(a) or 15(d) under the
Exchange Act if it were subject thereto. The Company shall supply the Trustee
and each Holder or shall supply to the Trustee for forwarding to each such
Holder, without cost to such Holder, copies of such reports and other
information. The Company also shall comply with the other provisions of TIA
Section 314(a).



     Section 5.01. When Company May Merge, Etc.


     The Company will not consolidate with, merge with or into, or sell,
convey, transfer, lease or otherwise dispose of all or substantially all of its
property and assets (as an entirety or substantially an entirety in one
transaction or a series of related transactions) to, any Person or permit any
Person to merge with or into the Company unless:



		
	 	     (i) the Company shall be the continuing Person, or the Person (if
other than the Company) formed by such consolidation or into which the
Company is merged or that acquired or leased such property and assets of
the Company shall be a corporation organized and validly existing under
the laws of the United States of America or any jurisdiction thereof
and shall expressly assume, by a supplemental indenture, executed and
delivered to the Trustee, all of the obligations of the Company on all of
the Notes and under this Indenture; and




		
	 	     (ii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing;




		
	 	     (iii) immediately after giving effect to such transaction on a pro
forma basis the Company, or any Person becoming the successor obligor of
the Notes, as the case may be, could Incur at least $1.00 of Indebtedness
under the first paragraph of Section 4.03(a); provided that this clause
(iii) shall not apply to a consolidation or merger with or into a Wholly
Owned Restricted Subsidiary with a positive net worth; provided that, in



26






 







		
	 	connection with any such merger or consolidation, no consideration
(other than Common Stock in the surviving Person or the Company) shall be
issued or distributed to the stockholders of the Company; and




		
	 	     (iv) (ii) the Company delivers to the Trustee an Officers’
Certificate (attaching the arithmetic computations to demonstrate
compliance with clause (iii)) and Opinion of Counsel, in each case
stating that such consolidation, merger or transfer and such supplemental
indenture complies with this provision and that all conditions precedent
provided for herein relating to such transaction have been complied with;




		
	 	     provided, however, that clause (iii) above does not apply if, in the
good faith determination of the Board of Directors of the Company, whose
determination shall be evidenced by a Board Resolution, the principal
purpose of such transaction is to change the state of incorporation of
the Company; and provided further that any such transaction shall not
have as one of its purposes the evasion of the foregoing limitations.



     Section 6.01. Events of Default.


     An “Event of Default” shall occur with respect to the Notes if:


     (a)  the Company defaults in the payment of the principal of (or
premium, if any, on) any Note when the same becomes due and payable at
maturity, upon acceleration, redemption or otherwise;


     (b)  the Company defaults in the payment of interest on any Note when
the same becomes due and payable, and such default continues for a period of 30
days;


     (c)  the Company defaults in the performance of, or breaches the
provisions of, Article Five or fails to make or consummate an Offer to Purchase
in accordance with Section 4.11 or 4.12;


     (d)(c) the Company defaults in the performance of or breaches any other
covenant or agreement of the Company in this Indenture or under the Notes
(other than a default specified in clause (a), or (b) or (c) above) and such
default or breach continues for a period of 30 consecutive days after written
notice to the Company by the Trustee or the Holders of 25% or more in aggregate
principal amount of the Notes;


     (e)(d) there occurs with respect to any issue or issues of Indebtedness
of the Company or any Significant Subsidiary having an outstanding principal
amount of $10 million or more in the aggregate for all such issues of all such
Persons, whether such Indebtedness now exists or shall hereafter be created,
(I) an event of default that has caused the holder thereof to declare such
Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration and/or (II) the
failure to make a principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made, waived or
extended within 30 days of such payment default;


27






 


     (f)(e) any final judgment or order (not covered by insurance) for the
payment of money in excess of $10 million in the aggregate for all such final
judgments or orders against all such Persons (treating any deductibles,
self-insurance or retention as not so covered) shall be rendered against the
Company or any Significant Subsidiary and shall not be paid or discharged, and
there shall be any period of 60 consecutive days following entry of the final
judgment or order that causes the aggregate amount for all such final judgments
or orders outstanding and not paid or discharged against all such Persons to
exceed $10 million during which a stay of enforcement of such final judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect;


     (g)(f) a court having jurisdiction in the premises enters a decree or
order for (A) relief in respect of the Company or any Significant Subsidiary in
an involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, (B) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Company or any Significant Subsidiary or for all or substantially all of
the property and assets of the Company or any Significant Subsidiary or (C) the
winding up or liquidation of the affairs of the Company or any Significant
Subsidiary and, in each case, such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or


     (h)(g) the Company or any Significant Subsidiary (A) commences a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consents to the entry of an order for relief in
an involuntary case under any such law, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary
or for all or substantially all of the property and assets of the Company or
any Significant Subsidiary or (C) effects any general assignment for the
benefit of creditors.


     Section 6.02. Acceleration.


     If an Event of Default (other than an Event of Default specified in clause
(g)(f) or (h)(g) of Section 6.01 that occurs with respect to the Company)
occurs and is continuing under this Indenture, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding, by
written notice to the Company (and to the Trustee if such notice is given by
the Holders), may, and the Trustee at the request of such Holders shall,
declare the principal of, premium, if any, and accrued interest on the Notes to
be immediately due and payable. Upon a declaration of acceleration, such
principal of, premium, if any, and accrued interest shall be immediately due
and payable provided that for so long as the New Credit Facility is in effect,
such declaration shall not become effective until the earlier of (i) five
Business Days after receipt of the acceleration notice by the Agent and the
Company and (ii) acceleration of the Indebtedness under the New Credit
Facility. In the event of a declaration of acceleration because an Event of
Default set forth in clause (e)(d) of Section 6.01 has occurred and is
continuing, such declaration of acceleration shall be automatically rescinded
and annulled if the event of default triggering such Event of Default pursuant
to clause (e)(d) shall be remedied or cured by the Company or the relevant
Significant Subsidiary or waived by the holders of the relevant Indebtedness
within 60 days after the declaration of acceleration with respect thereto. If
an Event of Default specified in clause (g)(f) or (h)(g) of Section 6.01 occurs
with respect to the Company,


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the principal of, premium, if any, and accrued interest on the Notes then
outstanding shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.


     At any time after such a declaration of acceleration, but before a
judgment or decree for the payment of the money due has been obtained by the
Trustee, the Holders of at least a majority in principal amount of the
outstanding Notes by written notice to the Company and to the Trustee, may
waive all past Defaults and rescind and annul such declaration of acceleration
and its consequences if (i) all existing Events of Default, other than the
non-payment of the principal of, premium, if any, and accrued interest on the
Notes that have become due solely by such declaration of acceleration, have
been cured or waived, (ii) the rescission would not conflict with any judgment
or decree of a court of competent jurisdiction and (iii) all moneys paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursement and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee pursuant to Section 7.07 have been paid.


     Section 7.07. Compensation and Indemnity.


     The Company shall pay to the Trustee such compensation as shall be agreed
upon in writing for its services. The compensation of the Trustee shall not be
limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses and advances incurred or made by the Trustee. Such
expenses shall include the reasonable compensation and expenses of the
Trustee’s agents and counsel.


     The Company shall indemnify the Trustee for, and hold it harmless against,
any loss or liability or expense incurred (including, without limitation,
reasonable attorneys’ fees) by it without negligence or bad faith on its part
in connection with the acceptance or administration of this Indenture and its
duties under this Indenture and the Notes, including the costs and expenses of
defending itself against any claim or liability and of complying with any
process served upon it or any of its officers in connection with the exercise
or performance of any of its powers or duties under this Indenture and the
Notes.


     The obligation of the Company under this Section 7.07 shall survive the
resignation or removal of the Trustee, the satisfaction and discharge of this
Indenture or the termination of this Indenture.


     To secure the Company’s payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of, premium, if any, and interest on particular
Notes. Such lien shall survive the resignation or removal of the Trustee, the
satisfaction and discharge of this Indenture or the termination of this
Indenture.


     If the Trustee incurs expenses or renders services after the occurrence of
an Event of Default specified in clause (f)
(e) or (g) (f) of Section 6.01, the
expenses and the compensation


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for the services will be intended to constitute expenses of administration
under the United States Bankruptcy Code or any applicable federal or state law
for the relief of debtors.


     Section 8.04. Application of Trust Money.


     Subject to
Section 8.06, the Trustee or Paying Agent shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to Section
8.01, and 8.02 or 8.03, as the case may be, and shall apply the deposited money
and the money from U.S. Government Obligations in accordance with the Notes and
this Indenture to the payment of principal of, premium, if any, and interest on
the Notes; but such money need not be segregated from other funds except to the
extent required by law.


     Section 8.05. Repayment to Company.


     Subject to
 Sections 7.07, 8.01, and 8.02 and 8.03, the Trustee and the
Paying Agent shall promptly pay to the Company upon request set forth in an
Officers’ Certificate any excess money held by them at any time and thereupon
shall be relieved from all liability with respect to such money. The Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal, premium, if any, or interest that remains
unclaimed for two years; PROVIDED that the Trustee or such Paying Agent before
being required to make any payment may cause to be published at the expense of
the Company once in a newspaper of general circulation in The City of New York
or mail to each Holder entitled to such money at such Holder’s address (as set
forth in the Security Register) notice that such money remains unclaimed and
that after a date specified therein (which shall be at least 30 days from the
date of such publication or mailing) any unclaimed balance of such money then
remaining will be repaid to the Company. After payment to the Company, Holders
entitled to such money must look to the Company for payment as general
creditors unless an applicable law designates another Person, and all liability
of the Trustee and such Paying Agent with respect to such money shall cease.


     Section 8.06. Reinstatement.


If the Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with Section 8.01, and 8.02 or
8.03, as the case may
be, by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.01, and 8.02 or 8.03, as the case may be, until such time
as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with
Section 8.01, and 8.02 or 8.03, as
the case may be; PROVIDED that, if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.


     Section 9.01. Without Consent of Holders. The Company, when authorized
by a Board Resolution, and the Trustee may amend or supplement this Indenture
or the Notes without notice to or the consent of any Holder:


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     (1)  to cure any ambiguity, defect or inconsistency in this Indenture;
PROVIDED that such amendments or supplements shall not adversely affect the
interests of the Holders in any material respect;


     (2)  to comply with Article Five;


     (3)  to comply with Section 4.07, provided that Section 4.07 may not be
amended under this Section 9.01;


     (43)  to comply with any requirements of the Commission in connection
with the qualification of this Indenture under the TIA;


     (54)  to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee; or


     (65)  to make any change that does not materially and adversely affect
the rights of any Holder.


          Section 10.06. Payment Date Other Than a Business Day.



      
    If an Interest Payment Date, Redemption Date,  Change of Control Payment
Date, Excess Proceeds Payment Date, Stated Maturity or date of maturity of any
Note shall not be a Business Day, then payment of principal of, premium, if
any, or interest on such Note, as the case may be, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date, Change of Control Payment
Date, Excess Proceeds Payment Date, or Redemption Date, or at the Stated
Maturity or date of maturity of such Note; PROVIDED that no interest shall
accrue for the period from and after such Interest Payment Date, Change of
Control Payment Date, Excess Proceeds Payment Date, Redemption Date, Stated
Maturity or date of maturity, as the case may be.



(e)     Section 10.02 of the Indenture shall be replaced in its entirety by the
following new Section 10.02:


          Section 10.02. Notices.



          Any notice or communication shall be sufficiently given if in writing and
delivered in person or mailed by first class mail addressed as follows:



     if to the Company:



	 
	LodgeNet Entertainment Corporation
	3900 West Innovation Street
	Sioux Falls, South Dakota 57107



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	Attention: General Counsel



     if to the Trustee:



	 
	HSBC Bank USA
	452 Fifth Avenue
	New York, New York 10018
	Attention: Issuer Services



     The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.


     Any notice or communication mailed to a Holder shall be mailed to him at
his address as it appears on the Security Register by first class mail and
shall be sufficiently given to him if so mailed within the time prescribed.
Copies of any such communication or notice to a Holder shall also be mailed to
the Trustee and each Agent at the same time.


     Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. Except for a
notice to the Trustee, which is deemed given only when received, and except as
otherwise provided in this Indenture, if a notice or communication is mailed in
the manner provided in this Section 10.02, it is duly given, whether or not the
addressee receives it.


     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.


     In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.


ARTICLE THREE



     Section 3.01 Waivers.


     Effective upon the Payment Date, a new Section 9.07 is hereby added to the
Indenture to read as follows:


     Section 9.07 Waivers.


     Each Holder hereby irrevocably waives the breach of any and all covenants
and any Events of Default hereunder to the extent arising out of or in
connection with the purchase of the Notes by the Company pursuant to the Offer
or otherwise.


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ARTICLE FOUR



     Section 4.01 Continuing Effect of Indenture.


     Except as expressly provided herein, all of the terms, provisions and
conditions of the Indenture and the Notes outstanding thereunder shall remain
in full force and effect.


     Section 4.02 Construction of Supplemental Indenture.


     This Supplemental Indenture is executed as and shall constitute an
indenture supplemental to the Indenture and shall be construed in connection
with and as part of the Indenture. Pursuant to Section 5-1401 of the General
Obligations Law of the State of New York, this Supplemental Indenture shall be
governed by and construed in accordance with the law of the State of New York.


     Section 4.03 Trust Indenture Act Controls.


     If any provision of this Supplemental Indenture limits, qualifies or
conflicts with any provision that is required to be included by the Trust
Indenture Act of 1939, as amended, as in force at the date this Supplemental
Indenture is executed, the provision required by said Act shall control.


     Section 4.04 Trustee Disclaimer.


     The recitals contained in this Supplemental Indenture shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture.


     Section 4.05 Counterparts.


     This Supplemental Indenture may be executed in counterparts and by
different parties hereto in separate counterparts, each of which, when so
executed and delivered shall be deemed to be any original and all of which,
when taken together, shall constitute one and the same instrument.


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




	 	 	 	 	 
	 	 	LODGENET ENTERTAINMENT CORPORATION
	 	 	 	 	 
	 	 	
By:	 	/s/ Scott C. Petersen
	 	 	 	 	

	 	 	 	 	Name: Scott C. Petersen
	 	 	 	 	Title: President and
Chief Executive Officer





	 	 	 	 	 
	 	 	HSBC BANK USA, as Trustee
	 	 	 	 	 
	 	 	
By:	 	/s/ Deirdra N. Ross
	 	 	 	 	

	 	 	 	 	Name: Deirdra N. Ross
	 	 	 	 	Title:
Assistant Vice President





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