**Exhibit 4.5****SECOND SUPPLEMENTAL INDENTURE**     Second Supplemental Indenture (this “Supplemental Indenture”), dated as of January 15, 2007,among LodgeNet StayOnline, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of LodgeNetEntertainment Corporation (or its permitted successor), a Deleaware corporation (the “Company”),LodgeNet Entertainment Corporation, a Delaware corporation (the “Issuer”) and HSBC Bank USA, a NewYork banking corporation, as trustee under the indenture referred to below (the “Trustee”).**WITNESSETH**     WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an Indenture dated asof June 18, 2003 (the “Base Indenture”), as supplemented by the First Supplemental Indenture datedas of June 18, 2003 (the “First Supplemental Indenture”; and, the Base Indenture as supplemented bythe First Supplemental Indenture, the “Indenture”) providing for the issuance of $200,000,000aggregate principal amount of 9.50% Senior Subordinated Notes due 2013 (the “Notes”);     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaryshall execute and deliver to the Trustee a supplemental indenture pursuant to which theGuaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under theNotes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and     WHEREAS, pursuant to Section 601 of the Base Indenture, the Trustee is authorized to executeand deliver this Supplemental Indenture.     NOW THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and theTrustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notesas follows:     1. Capitalized Terms. Capitalized terms used herein without definition shall have themeanings assigned to them in the Indenture.     2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:          (a) to jointly and severally Guarantee to each Holder of a Note authenticated and delivered bythe Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of theIssuer hereunder or thereunder, that:          (i) the principal of, and premium, if any, and interest on the Notes will be promptly paid infull when due, whether at maturity, by acceleration, redemption or
 

 
otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful,and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder willbe promptly paid in full or performed, all in accordance with the terms hereof and thereof; and          (ii) in case of any extension of time of payment or renewal of any Notes or any of such otherobligations, that same will be promptly paid in full when due or performed in accordance with theterms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.Failing payment when due of any amount so guaranteed or any performance so guaranteed for whateverreason, the Guarantors shall be jointly and severally obligated to pay the same immediately.          (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularityor enforceability of the Notes or the Indenture, the absence of any action to enforce the same, anywaiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, therecovery of any judgment against the Issuer, any action to enforce the same or any othercircumstance which might otherwise constitute a legal or equitable discharge or defense of aGuarantor. The Guaranteeing Subsidiary agrees that this guarantee is a guarantee of payment and notof collection.          (c) The following is hereby waived: diligence, presentment, demand of payment, filing ofclaims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require aproceeding first against the Issuer, protest, notice and all demands whatsoever.          (d) This Note Guarantee shall not be discharged except by complete performance of theobligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts allobligations of a Guarantor under the Indenture.          (e) If any Holder or the Trustee is required by any court or otherwise to return to theIssuer, the Guarantors, or any custodian, trustee, liquidator or other similar official acting inrelation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or suchHolder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in fullforce and effect.          (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relationto the Holders in respect of any obligations guaranteed hereby until payment in full of allobligations guaranteed hereby.          (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the otherhand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided inSection 502 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay,injunction or other prohibition preventing such acceleration in respect of the obligationsguaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations asprovided in Section 502 of the Indenture, such obligations (whether or not due and payable) shallforthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.
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          (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor solong as the exercise of such right does not impair the rights of the Holders under the NoteGuarantee.          (i) Pursuant to Paragraph 29(B) of Section 1.1 of the First Supplemental Indenture, aftergiving effect to any maximum amount and all other contingent and fixed liabilities that arerelevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect toany collections from, rights to receive contribution from or payments made by or on behalf of anyother Guarantor in respect of the obligations of such other Guarantor under Paragraph 29(B) ofSection 1.1 of the First Supplemental Indenture, this new Note Guarantee shall be limited to themaximum amount permissible such that the obligations of such Guarantor under this Note Guaranteewill not constitute a fraudulent transfer or conveyance.          (j) To the extent not already covered in clauses (a) through (i) and in no way limiting themeaning and effect of such clauses, to provide as unconditional Guarantee on the terms and subjectto the conditions set forth in the Note Guarantee and in the Indenture.     3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the NoteGuarantees shall remain in full force and effect notwithstanding any failure to endorse on eachNote a notation of such Note Guarantee.     4. Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.          (a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially allof its assets to, or consolidate with or merge with or into (whether or not such Guarantor is thesurviving Person), another Person (other than the Issuer or another Guarantor) unless:          (i) immediately after giving effect to such transaction, no Default or Event of Defaultexists; and          (ii) either (A) the Person acquiring the property in any such sale or disposition or thePerson formed by or surviving any such consolidation or merger unconditionally assumes all theobligations of that Guarantor, pursuant to a supplemental indenture in form and substancereasonably satisfactory to the Trustee, under the Notes, the Indenture and the Note Guarantee onthe terms set forth herein or therein; or (B) the Net Proceeds of such sale or other dispositionare applied in accordance with the applicable provisions of the Indenture, including withoutlimitation, Paragraph 22(B)(ix) of Section 1.1 of the First Supplemental Indenture.          (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption bythe successor Person, by supplemental indenture, executed and delivered to the Trustee andsatisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due andpunctual performance of all of the covenants and conditions of the Indenture to be performed by theGuarantor, such successor Person shall succeed to and be substituted for the Guarantor with thesame effect as if it had been named herein as a Guarantor. Such successor Person thereupon maycause to be signed any or all of the Note Guarantees to be endorsed upon
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all of the Notes issuable under the Indenture which theretofore shall not have been signed by theIssuer and delivered to the Trustee. All the Note Guarantees so issued shall in all respects havethe same legal rank and benefit under the Indenture as the Note Guarantees theretofore andthereafter issued in accordance with the terms of the Indenture as though all of such NoteGuarantees had been issued at the date of the execution hereof.     5. Releases.          (a) In connection with (i) any sale or other disposition of all or substantially all of theassets of any Guarantor (including by way of merger or consolidation) to a Person that is not(either before or after giving effect to such transaction) a Subsidiary of the Issuer, or (ii) thesale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not(either before or after giving effect to such transaction) a Subsidiary of the Issuer, or (iii) thedesignation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, theGuarantor (in the event of a sale or other disposition, by way of merger, consolidation orotherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property(in the event of a sale or other disposition of all or substantially all of the assets of suchGuarantor) will be released and relieved of any obligations under its Note Guarantee; *provided*that(i) immediately after giving effect to the transaction, no Default or Event of Default exists and(ii) the Net Proceeds of such sale or other disposition are applied in accordance with theapplicable provisions of Paragraph 22(B)(ix) of Section 1.1 of the First Supplemental Indenture.Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel tothe effect that such sale or other disposition was made by the Issuer in accordance with theprovisions of this Indenture, including without limitation Paragraph 22(B)(ix) of Section 1.1 ofthe First Supplemental Indenture, the Trustee will execute any documents reasonably required inorder to evidence the release of any Guarantor from its obligations under its Note Guarantee.          (b) Any Guarantor not released from its obligations under its Note Guarantee shall remainliable for the full amount of principal of and interest on the Notes and for the other obligationsof any Guarantor under the Indenture.     6. No Recourse Against Others. No past, present or future director, officer, employee,incorporator, stockholder or agent of the Guaranteeing Subsidiary, solely by reason of their statusas such, shall have any liability for any obligations of the Issuer or any Guaranteeing Subsidiaryunder the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claimbased on, in respect of, or by reason of, such obligations or their creation. Each Holder of theNotes by accepting a Note waives and releases all such liability. The waiver and release are partof the consideration for issuance of the Notes. Such waiver may not be effective to waiveliabilities under the federal securities laws and it is the view of the Commission that such awaiver is against public policy.     7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN ANDBE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLESOF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BEREQUIRED THEREBY.
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     8. Counterparts. The parties may sign any number of copies of this SupplementalIndenture. Each signed copy shall be an original, but all of them together represent the sameagreement.     9. Effect of Headings. The Section headings herein are for convenience only and shallnot affect the construction hereof.     10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for orin respect of the validity or sufficiency of this Supplemental Indenture or for or in respect ofthe recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaryand the Issuer.[Signatures on next page.]
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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted and attested, all as of the date first above written.Dated: January 16, 2007         LODGENET STAYONLINE, INC.           By:                    Name:                    Title:                    LODGENET ENTERTAINMENT CORPORATION           By:                    Name:                    Title:                    HSBC BANK USA,    as Trustee           By:         Authorized Officer  *Signature Page to Supplemental Indenture*
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