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EXHIBIT 4.1




THIRD SUPPLEMENTAL INDENTURE




     Third Supplemental Indenture (this “Supplemental Indenture”), dated as of April 10, 2007,
among LodgeNet StayOnline, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), LodgeNet
Entertainment Corporation, a Delaware corporation (the “Issuer”), and HSBC Bank USA, National
Association, as trustee under the indenture referred to below (the “Trustee”).



WITNESSETH




     WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an Indenture dated as
of June 18, 2003 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated
as of June 18, 2003 (the “First Supplemental Indenture”) and the Second Supplemental Indenture
dated as of January 15, 2007 (the “Second Supplemental Indenture”; and, the Base Indenture as
supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the
“Indenture”) providing for the issuance of $200,000,000 aggregate principal amount of 9.50% Senior
Subordinated Notes due 2013 (the “Notes”);



     WHEREAS, the Issuer issued $200,000,000 aggregate principal amount of the Notes;



     WHEREAS, Section 902 of the Base Indenture provides that the Indenture may be amended with the
consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding
(subject to certain exceptions);



     WHEREAS, the Issuer desires and has requested the Trustee and Guaranteeing Subsidiary to join
with it in entering into this Supplemental Indenture for the purpose of amending the Indenture in
certain respects as permitted by Section 902 of the Indenture;



     WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by
Board of Directors of the Issuer;



     WHEREAS, the Issuer has received the consent of the Holders of a majority in aggregate
principal amount of the outstanding Notes and has satisfied all other conditions precedent, if any,
provided under the Indenture to enable the Issuer, the Guaranteeing Subsidiary and the Trustee to
enter into this Supplemental Indenture; and



     WHEREAS, following the execution of this Supplemental Indenture, the terms hereof will become
operative upon the acceptance for purchase by the Issuer of at least a majority in aggregate
principal amount of the outstanding Notes under the Indenture validly tendered pursuant to the
Offer to Purchase and Consent Solicitation Statement dated March 26, 2007, as amended, supplemented
or modified (the “Tender Offer Condition”).



 









 





     NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as
follows:



ARTICLE I

DEFINITIONS




     SECTION 1.1 DELETION OF DEFINITIONS AND RELATED REFERENCES AND AMENDMENT. Section 1.01
of the Indenture is hereby amended to delete in its entirety all terms and their respective
definitions for which all references are eliminated in the Indenture as a result of the amendments
set forth in Article II of this Supplemental Indenture. In addition, the definition of “Restricted
Subsidiary” is hereby amended to read as follows: ““Restricted Subsidiary” means any Subsidiary of
the Issuer on the date this Supplemental Indenture became effective.” The definition of
“Unrestricted Subsidiary” is hereby amended to read as follows: ““Unrestricted Subsidiary” means
any Subsidiary of the Issuer other than a Restricted Subsidiary.”



ARTICLE II

AMENDMENTS TO INDENTURE




     SECTION 2.1 AMENDMENTS TO THE INDENTURE. The Indenture is hereby amended by deleting
the following sections of the Indenture and all references thereto in the Indenture in their
entirety:



Base Indenture Sections




	 	 	 
	Section 704
	 	Reports by Company
	Section 1006
	 	Statement by Officers as to Default






First Supplemental Indenture Sections




	 	 	 
	Sections 501(4), 501(5),

501(6) and 501(9) as set

forth in Section 1.1(22)(A)	 	Events of Default
	Section 1.1(22)(B)(ii)	 	Reports
	Section 1.1(22)(B)(iii)	 	Compliance Certificate
	Section 1.1(22)(B)(iv)	 	Taxes
	Section 1.1(22)(B)(v)	 	Stay, Extension and Usury Laws






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	Section 1.1(22)(B)(vi)
	 	Restricted Payments
	Section 1.1(22)(B)(vii)
	 	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	Section 1.1(22)(B)(viii)
	 	Incurrence of Indebtedness and Issuance of Preferred Stock
	Section 1.1(22)(B)(x)
	 	Transactions with Affiliates
	Section 1.1(22)(B)(xi)
	 	Liens
	Section 1.1(22)(B)(xii)
	 	Business Activities
	Section 1.1(22)(B)(xiii)
	 	Corporate Existence
	Section 1.1(22)(B)(xiv)
	 	Anti-Layering
	Section 1.1(22)(B)(xv)
	 	Limitation on Sale and Leaseback Transaction
	Section 1.1(22)(B)(xvi)
	 	Payments for Consents
	Section 1.1(22)(B)(vii)
	 	Designation of Restricted and Unrestricted Subsidiaries
	Section 1.1(22)(B)(xviii)
	 	Additional Note Guarantees






     SECTION 2.2 AMENDMENT OF SECTION 1.1(22)(B)(ix). Section 1.1(22)(B)(ix) of the First
Supplemental Indenture is hereby amended and restated in its entirety to read as follows:



     “(ix) Asset Sales. Within 365 days after the receipt of any Net Proceeds from an Asset Sale by
the Issuer or a Restricted Subsidiary, the Issuer or a Restricted Subsidiary may apply those Net
Proceeds at its option:



     (1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to
reduce commitments with respect thereto;



     (2) to repay pari passu Indebtedness with provisions similar to those set forth in the
Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets;
provided that the Issuer will redeem a ratable principal amount of the Notes if the Notes are then
redeemable or, if the Notes may not then be redeemed, the Issuer will make an offer (in accordance
with the procedures set forth in Paragraph 9(B) for an Asset Sale Offer) to all Holders to purchase
Notes in an aggregate principal amount that would otherwise be required to be redeemed, at a price
equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the date of
purchase;



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     (3) to acquire assets that are used or useful in a Permitted Business or to make capital
expenditures; or



     (4) to acquire all or substantially all of the assets of, or all of the Voting Stock of,
another Permitted Business.



     Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving
credit borrowings or otherwise invest the Net Proceeds in cash or Cash Equivalents or in any other
manner that is not prohibited by the Indenture.



     Any Net Proceeds from Asset Sales that are not applied or invested as provided in the
preceding paragraph will constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Issuer will make an Asset Sale Offer to all Holders of Notes to purchase
or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes in
compliance with Paragraph 9(B).”



     SECTION 2.3 AMENDMENT OF SECTION 1.1(22)(B)(xix). Section 1.1(22)(B)(xix) of the
First Supplemental Indenture is hereby amended and restated in its entirety to read as follows:



     “(xix) Merger, Consolidation, or Sale of Assets. The Issuer shall not, directly or indirectly,
consolidate or merge with or into another Person (whether or not the Issuer is the surviving
corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or
more related transactions, to another Person; unless:



     (a) either:




     (i) the Issuer is the surviving corporation; or




     (ii) the Person formed by or surviving any such consolidation or merger (if other than the
Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made
is either (A) a corporation organized or existing under the laws of the United States, any state of
the United States or the District of Columbia or (B) a partnership or limited liability company
organized or existing under the laws of the United States, any state thereof or the District of
Columbia that has at least one Restricted Subsidiary that is a corporation organized or existing
under the laws of the United States, any state thereof or the District of Columbia which
corporation becomes a co-issuer of the Notes pursuant to a supplemental indenture duly and validly
executed by the Trustee; or



     (b) the Person formed by or surviving any such consolidation or merger (if other than the
Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition
shall have been made assumes all the obligations of the Issuer under the Notes and the Indenture
pursuant to agreements reasonably satisfactory to the Trustee;



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     (c) [Reserved.];



     (d) [Reserved.]; and



     (e) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the Company and, if a
supplemental indenture is required in connection with such transaction, such supplemental indenture
comply with this paragraph and that all conditions precedent herein for relating to such
transaction have been satisfied.



     The Issuer will not be relieved of its Obligations to pay principal of, and interest on, the
Notes except in the case of a sale (but not lease) of all of its assets that meet the requirements
of this Paragraph 22(B)(xix). Further, this Paragraph will not apply to a sale, assignment,
transfer, conveyance or other disposition of assets between or among the Issuer and any of its
Wholly Owned Restricted Subsidiaries that are Guarantors.



     Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the assets of the Issuer in a transaction that is
subject to, and that complies with the provisions of, this Paragraph 22(B)(xix), the successor
corporation formed by such consolidation or into or with which the Issuer is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to,
and be substituted for (so that from and after the date of such consolidation, merger, sale, lease,
conveyance or other disposition, the provisions of this Indenture referring to the “Issuer” shall
refer instead to the successor corporation and not to the Issuer), and may exercise every right and
power of the Issuer under this Indenture with the same effect as if such successor Person had been
named as the Issuer herein; provided, however, that the predecessor Issuer shall not be relieved
from the obligation to pay the principal of and interest on the Notes except in the case of a sale
of all of the Issuer’s assets in a transaction that is subject to, and that complies with the
provisions of, this Paragraph 22(B)(xix).”



     SECTION 2.4 AMENDMENT OF SECTION 1.1(29)(D)(3). Section 1.1(29)(D)(3) of the First
Supplemental Indenture is hereby amended and restated in its entirety to read as follows:



     “(3) Conditions to Legal or Covenant Defeasance.



     In order to exercise either Legal Defeasance or Covenant Defeasance under either Paragraph
29(D)(1) or (D)(2) hereof:



     (a) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the
Holders, cash in Dollars, non-callable U.S. Government Obligations, or a combination thereof, in
such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent
public accountants, to pay the principal of, premium, if any, and interest on the outstanding Notes
on the stated maturity date for payment thereof or on the applicable redemption date, as



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the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to
a particular redemption date;



     (b) [Reserved.];



     (c) [Reserved.];



     (d) [Reserved.];



     (e) [Reserved.];



     (f) [Reserved.];



     (g) [Reserved.]; and



     (h) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.”



ARTICLE III

MISCELLANEOUS PROVISIONS




     SECTION 3.1 DEFINED TERMS. For all purposes of this Supplemental Indenture, except as
otherwise defined or unless the context otherwise requires, terms used in capitalized form in this
Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.



     SECTION 3.2 INDENTURE; NOTES. Except as amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms thereof shall remain in full force and effect.
This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder
of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound by
the Indenture as amended hereby. In the case of conflict between the Indenture and this
Supplemental Indenture, the provisions of this Supplemental Indenture shall control. All
corresponding provisions of the Notes are hereby deemed amended to the same extent as provided in
this Supplemental Indenture.



     SECTION 3.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



     SECTION 3.4 SUCCESSORS. All agreements of the Issuer, the Guaranteeing Subsidiary and
the Trustee in this Supplemental Indenture and the Notes shall bind their respective successors and
assigns.



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     SECTION 3.5 DUPLICATE ORIGINALS. All parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement.



     SECTION 3.6 SEVERABILITY. In case any one or more of the provisions in this
Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions shall not in any way be affected or impaired thereby,
it being intended that all of the provisions hereof shall be enforceable to the full extent
permitted by law.



     SECTION 3.7 THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary and the Issuer.



     SECTION 3.8 EFFECTIVENESS; OPERATIVENESS. The provisions of this Supplemental
Indenture will take effect immediately upon execution thereof by the parties hereto; however, the
provisions of Articles I and II will become operative only upon satisfaction of the Tender Offer
Condition. If the Tender Offer Condition does not occur, the terms of this Supplemental Indenture
shall be null and void.



     SECTION 3.9 EFFECT OF HEADINGS. The headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of the terms or provision hereof.




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



Dated: April 10, 2007




	 	 	 	 	 
	 	LODGENET STAYONLINE, INC.

 	 
	 	By:  	/s/ James G. Naro
 	 
	 	 	Name:  	James G. Naro 	 
	 	 	Title:  	Attorney in Fact 	 
	 



	 	 	 	 	 
	 	LODGENET ENTERTAINMENT CORPORATION

 	 
	 	By:  	/s/ Gary H. Ritondaro
 	 
	 	 	Name:  	Gary H. Ritondaro 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

as Trustee

 	 
	 	By:  	/s/ Anthony A. Bocchino
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




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