EX-4.3 Form of First Supplemental Indenture

Exhibit 4.3

LODGENET ENTERTAINMENT CORPORATION,
Issuer,

and

HSBC BANK USA,
Trustee

FIRST SUPPLEMENTAL INDENTURE
Dated as of June 18, 2003

$200,000,000 of 9.50% Senior Subordinated Notes due 2013

     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 18, 2003, is entered into between LodgeNet Entertainment Corporation, a Delaware corporation (the “Issuer”), and HSBC Bank USA, a New York banking corporation, as trustee (the “Trustee”).

W I T N E S S E T H:

     WHEREAS, the Issuer and the Trustee executed and delivered an Indenture dated as of June 18, 2003 (the “Base Indenture”; and, as supplemented by this First Supplemental Indenture, the “Indenture”), to provide for the issuance by the Issuer from time to time of its unsecured debentures, notes and other evidences of indebtedness;

     WHEREAS, the Issuer has authorized the issuance of $200,000,000 aggregate principal amount of its 9.50% Senior Subordinated Notes due 2013 (hereinafter referred to as the “Notes”), pursuant to the Indenture; and

     WHEREAS, the Issuer desires to enter into this First Supplemental Indenture pursuant to Section 301 and Article IX of the Base Indenture in order to establish the terms and the form of the Notes.

     NOW, THEREFORE, for and in consideration of the foregoing premises, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows:

ARTICLE 1.

     Section 1.1. Terms of Notes. The following terms relating to the Notes are hereby established:

     (1)  The Notes shall constitute a series of securities having the title “9.50% Senior Subordinated Notes due 2013”.

     (2)  The initial aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906, 1107 or 1305 of the Base Indenture and except for any Notes that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered) shall be $200,000,000.

     (3)  The Initial Notes shall initially be sold at a price equal to 100% of the principal amount thereof. The entire Outstanding principal of the Notes will become due and payable on June 15, 2013.

     (4)  The entire Outstanding principal of the Notes will become due and payable on June 15, 2013.

     (5)  The rate at which the Notes shall bear interest shall be 9.50% per annum. The Notes shall bear interest on overdue principal and interest at a rate equal to 2.0% per annum in excess of the then applicable interest rate on the Notes to the extent lawful. The date from which interest will accrue on the Notes will be June 18, 2003 or the most recent Interest Payment Date to which interest has been paid or payment provided for. The Interest Payment Dates for the Notes will be June 15 and December 15 of each year, commencing December 15, 2003. Interest shall be payable on each Interest Payment Date to the holders of record at the close of business on the June 1 or December 1 (as applicable) immediately preceding such Interest Payment Date (each a “Regular Record Date” in respect of the Notes), except that if the Issuer defaults in a payment of principal or interest on the Notes, it will pay such default interest to the Persons who are Holders on a Special Record Date in accordance with Section 307 of the Base Indenture. Notwithstanding Section 312 of the Base Indenture (which shall not apply in respect of the Notes), the Issuer shall not have the right to extend any interest payment period hereunder. The basis upon which interest will be calculated shall be that of a 360 day year consisting of twelve 30-day months.

     (6)  The Trustee is hereby designated the Security Registrar and Paying Agent. Except in the case of Notes that are issued in the form of Global Securities, the Issuer will make payments in respect of such Notes at the office of the Paying Agent located at 431 Fifth Avenue, New York, New York 10016, and such place shall be designated the “Place of Payment”. All Notes may be surrendered for registration of transfer or exchange at the office of the Security Registrar located at 431 Fifth Avenue, New York, New York 10016. All demands and notices to or upon the Issuer in respect of the Notes may be served at: LodgeNet Entertainment Corporation, 3900 West Innovation Street, Sioux Falls, South Dakota, 57107-7002. Any principal due in respect of the Notes shall be payable without presentment or surrender thereof.

     (7)  (A) At any time prior to June 15, 2006, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 109.500% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

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Except as otherwise provided in the preceding paragraph, the Notes are not redeemable at the Issuer’s option prior to June 15, 2008. On or after June 15, 2008, the Issuer may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, to the applicable redemption date, if redeemed during the 12-month period beginning on June 15 of the years indicated below:

            (B) If the Issuer elects to redeem the Notes in accordance with this Paragraph 7, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:

            (C) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption as follows:

In the event of partial redemption by lot, the particular Notes to be redeemed will be selected, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. The Trustee will promptly notify the

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Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.

            (D) At least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Sections 401 and 1005 of the Indenture.

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

            At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

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            (E) Once notice of redemption is mailed in accordance with the preceding paragraph, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

            (F) On or prior to the redemption date, the Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of and accrued interest on all Notes to be redeemed.

            (G) If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption date, interest will cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption is not so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Paragraph 5 hereof.

            (H) Upon surrender of a Note that is redeemed in part, the Issuer will issue and, upon receipt of an Company Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

            (I) The redemption procedures set forth in Paragraphs 7(B) through 7(H) are referred to herein as the “Redemption Procedures”.

     (8)  The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes.

     (9)  Upon the occurrence of a Change of Control or if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall make an offer to redeem or repurchase the Notes in accordance with the provisions set forth below:

            (A) Upon the occurrence of a Change of Control, the Issuer will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

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            The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture (as supplemented hereby) by virtue of such conflict.

            On the Change of Control Payment Date, the Issuer will, to the extent lawful:

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            The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

            Prior to complying with any of the provisions of this Paragraph 9(A), but in any event within 90 days following a Change of Control, the Issuer will either repay all outstanding Senior Debt the terms of which require payment upon a Change of Control or otherwise restrict the Issuer’s right to repurchase the Notes or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Paragraph 9(A) (and all dates or periods of time for compliance with this Paragraph 9(A) shall be determined by reference to the first to occur of (1) the repayment of all such Senior Debt or the receipt of such consents or (2) such 90th day after the Change of Control). A failure to comply with the covenant described in this paragraph will constitute an Event of Default pursuant to the provision set forth in Section 501(3) under Paragraph 22(A) of this First Supplemental Indenture.

            Notwithstanding anything to the contrary in this Paragraph 9(A), the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Paragraph 9(A) and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.

            (B) If the Issuer or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will commence an offer to all Holders of Notes (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Paragraph 9(B) with respect to offers to purchase or redeem with the proceeds of sales of assets) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase in accordance with the procedures set forth below. To the extent any Excess Proceeds remain after consumption of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to

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have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

            In the event the Issuer is required to commence an Asset Sale Offer, it will follow the procedures specified below.

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     (10)  The Notes are subordinate in right and priority to the prior payment in full of Senior Debt, as follows:

            (A) The Issuer agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes (including principal of, premium, if any, interest on and all other amounts with respect to the Notes) is subordinated in right of payment, to the extent and in the manner provided in this Paragraph 10, to the prior payment in full in cash of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt. Further, the payment of any amount under the Note Guarantees will be subordinated to the prior payment in full in cash of all Senior Debt of the Guarantors, including Senior Debt created, incurred, assumed or guaranteed after the date of this Indenture.

            (B) Upon any distribution to creditors of the Issuer in a liquidation or dissolution of the Issuer or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or its property, in an assignment for the benefit of creditors or any marshaling of the Issuer’s assets and liabilities:

            (C) The Issuer may not make any payment or distribution to the Trustee or any Holder in respect of Obligations under the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than payments made from any defeasance trust created pursuant to Paragraph 29(D) hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:

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            No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee may be, or may be made, the basis for a subsequent Payment Blockage Notice unless such default has have been cured or waived for a period of not less than 90 days.

            (D) The Issuer may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:

if this Paragraph 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

            (E) If payment of the Notes is accelerated because of an Event of Default, the Issuer will promptly notify holders of Senior Debt of the acceleration.

            (F) In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than payments made from any defeasance trust created pursuant to Paragraph 29(D) hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by this Paragraph 10, such payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document

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(if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

            With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Paragraph 10, and no implied covenants or obligations with respect to the holders of Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Issuer or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Paragraph 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

            (G) The Issuer will promptly notify the Trustee and the Paying Agent of any facts known to the Issuer that would cause a payment of any Obligations with respect to the Notes to violate this Paragraph 10, but failure to give such notice will not affect the subordination of the Notes to the Senior Debt as provided in this Paragraph 10.

            (H) After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes will be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt. A distribution made under this Paragraph 10 to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Issuer and Holders, a payment by the Issuer on the Notes.

            (I) This Paragraph 10 defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture will:

            If the Issuer fails because of this Paragraph 10 to pay principal of, premium, if any, and interest on a Note on the due date, the failure is still a Default or Event of Default.

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            (J) No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes may be impaired by any act or failure to act by the Issuer or any Holder or by the failure of the Issuer or any Holder to comply with this Indenture.

            (K) Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative. Upon any payment or distribution of assets of the Issuer referred to in this Paragraph 10, the Trustee and the Holders of Notes will be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Paragraph 10.

            (L) The provisions of this Paragraph 10 or any other provision of the Indenture notwithstanding, the Trustee will not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee has received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Paragraph 10. Only the Issuer or a Representative may give the notice. Nothing in this Paragraph 10 will impair the claims of, or payments to, the Trustee under or pursuant to Sections 506 and 607 of the Indenture.

            The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

            (M) Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Paragraph 10, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 504 of the Indenture at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

            (N) The provisions of this Paragraph 10 may not be amended or modified without the written consent of the holders of all Senior Debt.

     (11)  The Issuer does not have the right to execute and deliver to the Trustee, and to direct the Trustee to authenticate and deliver in accordance with a Company Order, a Note in lieu of or in exchange for any Notes cancelled upon redemption or repayment.

     (12)  The Notes shall be issuable in denominations of $1,000 and any integral multiple thereof.

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     (13)  Except as set forth in the following paragraph, upon declaration of acceleration of the Maturity of the Notes, no additional principal amounts shall be payable in respect of the Notes other than the principal amount then Outstanding.

     (14)  The Notes will be issued as Registered Securities. No Notes will be issued as Unregistered Securities. The Notes will not be issued in temporary global form. The Notes will be issued in permanent global form without coupons and the Beneficial Owners therein may exchange such interests, insofar as it relates to the Notes, for other Notes solely as follows:

            A Note in the form of a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or to another nominee of the Depository, or by the Depository or any such nominee

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to a successor Depository or a nominee of such successor Depository. All Notes in the form of Global Securities will be exchanged by the Issuer for definitive Registered Securities if:

            Upon the occurrence of any of the proceeding events in (i) through (iii) above, definitive Registered Securities shall be issued in such names as the Depository shall instruct the Trustee. Definitive Registered Securities delivered in exchange for any Global Securities will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository (in accordance with its customary procedures).

            Global Securities also may be exchanged or replaced, in whole or in part, as provided in Section 306 of the Indenture. Every Note in the form of a Global Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Paragraph 14 or Section 306 of the Indenture hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Global Security other than as provided in this Paragraph 14.

            The transfer and exchange of beneficial interests in the form of the Notes in the Global Securities will be effected through the Depository, in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of beneficial interests in Notes in the form of Global Securities, the transferor of such beneficial interest must deliver to the Security Registrar:

     (15)  The Issuer will not pay additional amounts on the Notes held by a person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted.

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     (16)  The principal of, premium, if any, and interest on the Notes will be payable in Dollars.

     (17)  The principal of, premium, if any, and interest on the Notes are not payable in a coin or currency other than Dollars.

     (18)  The principal of, premium, if any, and interest on the Notes are not payable in securities or other property other than Dollars.

     (19)  Amounts payable in respect of principal, interest and premium, if any, on the Notes are not determined by reference to any index or other fact or event ascertainable outside of the Indenture.

     (20)  The Notes shall be substantially in the form attached hereto as Exhibit A.

     (21)  Interest payable on a Note (other than interest payable on overdue interest) is payable solely to the registered Holder of such Note on the Regular Record Date immediately preceding each Interest Payment Date, except that any interest that is not paid when due on an Interest Payment Date shall be paid on a Special Record Date immediately preceding the payment date thereof established in accordance with Section 307 of the Base Indenture. The Issuer will make payments in respect of the Notes represented by Global Securities (including principal, interest and premium, if any) by wire transfer of immediately available funds to the accounts specified by the Depository. The Issuer will make all payments of principal, interest and premium, if any, with respect to Notes in the form of definitive Registered Securities, in the case of Holders of greater than $1,000,000 aggregate principal amount of such Registered Securities that request such payment, by wire transfer of immediately available funds to the accounts specified by such Holders and if no such account is specified or to any other Holder, by mailing a check to such Holder’s registered address.

     (22)  (A) Section 501 of the Base Indenture is hereby amended and restated, insofar as it relates to the Notes, to read in its entirety as follows:

            Section 501. Events of Default. “Event of Default”, whenever used herein with respect to the Notes, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

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            (B) The following additional covenants shall apply with respect to the Notes (and not with respect to any other series of securities issuable pursuant to the Base Indenture unless a supplemental indenture relating thereto expressly so provides):

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     (23)  The Notes are not convertible or exchangeable for shares of capital stock or other securities of the Issuer or any other Person;

     (24)  Except as provided in the Base Indenture, there are no additional obligations or instruments that shall be considered to be Eligible Obligations in respect of the Notes. Alternative provisions for the reinstatement of the Issuer’s Indebtedness in respect of the Notes after the satisfaction and discharge thereof are provided for in Paragraph 29(D)(6) hereof, which shall be deemed to supersede and replace those set forth in Section 403(1) of the Base Indenture with respect to the Notes.

     (25)  With respect to Section 113 of the Base Indenture, interest shall continue to accrue on the Notes from and after the Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity, as the case may be, until the payment corresponding thereto has been paid. There shall be no variations in the definition of “Business Day”.

     (26)  There is no collateral security for the Notes. As of the date of issuance of the Notes there are no guarantors of the Notes. In accordance with Section 1.02 and Paragraph 22(B)(xviii) hereof, future Domestic Subsidiaries (other than Unrestricted Subsidiaries) must deliver Note Guarantees.

     (27)  Section 608 of the Base Indenture shall apply to the Notes.

     (28)  Pursuant to Paragraph 22(B)(xix) hereof, certain Persons may be required to become co-issuers of the Notes pursuant to supplemental indenture.

     In connection with (i) any sale or other disposition of all or substantially all of the assets 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) the sale or other disposition of all of the

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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) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, the Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, 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 such Guarantor) will be released and relieved of any obligations of such Guarantor 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 the applicable provisions of this Indenture, including without limitation Paragraph 22(B)(ix) hereof. Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuer in accordance with the provisions of this Indenture, including without limitation Paragraph 22(B)(ix) hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture (as supplemented hereby) as provided in Paragraph 29(B) hereof.

     (29)  In addition to the terms, conditions and rights of the Notes set forth in the Base Indenture and otherwise set forth in this First Supplemental Indenture:

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     Section 1.2 Additional Defined Terms. As used herein, the following defined terms shall have the following meanings with respect to the Notes only (and not with respect to any other series of securities issuable pursuant to the Base Indenture unless a supplemental indenture relating thereto expressly so provides):

     “Acquired Debt” means, with respect to any specified Person:

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               (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

               (2) Indebtedness secured by a Lien on any asset acquired by the Issuer or a Restricted Subsidiary, or Indebtedness assumed by the Issuer or a Restricted Subsidiary in connection with the acquisition of any asset.

     “Additional Notes” means additional Notes (other than the Initial Notes) issued from time to time under the Indenture, as part of the same series as the Initial Notes.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control”, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling”, “controlled by” and “under common control with” have correlative meanings.

     “Agent” means the Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Issuer or the Trustee.

     “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Security, the rules and procedures of the Depository that apply to each transfer or exchange.

     “Asset Sale” means:

               (1) the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory, equipment, receivables and other current, obsolete or other assets in the ordinary course of business; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of Paragraphs 9(A) and/or or 22(B)(xix) of Section 1.1 hereof and not by the provisions of the Paragraph 22(B)(ix) of Section 1.1; and

               (2) the issuance or sale of Equity Interests by any of the Issuer’s Restricted Subsidiaries or the sale by the Issuer or any of its Restricted Subsidiaries of Equity Interests in any Subsidiary, other than directors’ qualifying shares or shares required by applicable law to be held by a person other than the Issuer or a Subsidiary.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

               (1) any single transaction or series of related transactions that involves assets having a fair market value of less than $2.0 million;

45 First Supplemental Indenture

               (2) a transfer of assets between or among the Issuer and its Restricted Subsidiaries;

               (3) an issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary;

               (4) the sale or disposition of cash or Cash Equivalents;

               (5) a Restricted Payment or Permitted Investment that is permitted by the covenant described above in Paragraph 22(B)(vi) of Section 1.1;

               (6) the grant of non-exclusive licenses to third parties in respect of intellectual property in the ordinary course of business;

               (7) the granting or existence of Liens not prohibited by the Indenture; and

               (8) the sale or disposition of equipment in connection with Permitted Sale Leaseback Transactions.

     “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction is also a Capital Lease Obligation, it will be treated as such for all purposes under the Indenture.

     “Bank Credit Agreement” means that certain Credit Agreement, dated as of August 29, 2001, as amended by the First Amendment to Credit Agreement dated as of August 2, 2002, and by the Second Amendment to Credit Agreement dated as of June 13, 2003, among the Issuer, the lenders from time to time party thereto and Canadian Imperial Bank of Commerce, as Administrative Agent, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time by any lender or group of lenders that makes, owns or participates in commercial loans in the ordinary course of business, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 1 3(d)(3) of the Exchange Act), such “person” will be

46 First Supplemental Indenture

deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

     “Board of Directors” means:

               (1) with respect to a corporation, the board of directors of the corporation;

               (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

               (3) with respect to any other Person, the board or committee of such Person serving a similar function.

     “Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

     “Capital Stock” means:

               (1) in the case of a corporation, corporate stock;

               (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

               (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

               (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

     “Cash Equivalents” means:

               (1) U.S. dollars;

               (2) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality of the U.S. government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than 12 months from the date of acquisition;

               (3) certificates of deposit and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party to the Bank Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and rated “A-3” or higher by Moody’s Investors Service, Inc. (“Moody’s) or “A-” or higher by Standard & Poor’s Rating Services (“S&P);

47 First Supplemental Indenture

               (4) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

               (5) commercial paper having a rating no lower than “A-1” from Moody’s or “P1” from S&P and in each case maturing within 12 months after the date of acquisition;

               (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and

               (7) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof, in either case having one of the two highest rating categories obtainable from either Moody’s or S&P.

     “Change of Control” means the occurrence of any of the following:

               (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

               (2) the adoption of a plan relating to the liquidation or dissolution of the Issuer;

               (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50.0% of the Voting Stock of the Issuer, measured by voting power rather than number of shares; provided, however, that it is not a “Change of Control” if pursuant to such transaction all of the Voting Stock of the Issuer is changed into or exchanged for securities of a parent corporation that, after such transaction, owns all of the Capital Stock of the Issuer, and no “person” (as defined above) is the Beneficial Owner, directly or indirectly, of more than 50.0% of the Voting Stock of such parent corporation; provided, further, that it shall be a “Change of Control” if, at any time after such transaction, any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50.0% of the Voting Stock of such parent corporation; or

               (4) the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors.

     “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

               (1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

               (2) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including,

48 First Supplemental Indenture

without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Interest Rate Hedging Obligations), to the extent that such expense was deducted in computing such Consolidated Net Income; plus

               (3) depreciation and amortization expense (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation and amortization were deducted in computing such Consolidated Net Income; plus

               (4) transaction costs incurred in connection with the issuance of the Notes, including without limitation, all charges in connection with the extinguishment of Indebtedness that are recorded within three months of the date of issuance of the Notes, to the extent that such costs were deducted in computing such Consolidated Net Income,

in each case, on a consolidated basis and determined in accordance with GAAP.

     “Consolidated Leverage Ratio” means, at any date, the ratio of (i) the aggregate amount of Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis as at such date to (ii) the aggregate amount of Consolidated Cash Flow for the four most recent fiscal quarters prior to such date for which financial statements of the Issuer have been filed with the Commission pursuant to the provisions of the Indenture.

     In addition, for purposes of calculating the Consolidated Leverage Ratio:

               (1) acquisitions that have been made by the Issuer or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the date on which the Consolidated Leverage Ratio calculation is determined (the “Calculation Date”) will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

               (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded from the four-quarter reference period on a pro forma basis (as provided above); and

               (3) if since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, discontinued operation, merger or consolidation that would have required adjustment pursuant to

49 First Supplemental Indenture

this definition, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger or consolidation had occurred at the beginning of the applicable four-quarter period.

     “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

               (1) the net income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid to the specified Person or a Restricted Subsidiary of the Person;

               (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental or other approval that has not been obtained or, directly or indirectly, by operation of the terms of its charter or any contract, agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders (except to the extent of the amount of dividends or distributions that have actually been paid in the calculation period); and

               (3) the cumulative effect of a change in accounting principles will be excluded.

     "Consolidated Net Tangible Assets” means the total amount of assets of the Issuer 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 accordance with GAAP), after deducting therefrom (i) all current liabilities of the Issuer and its Restricted Subsidiaries (excluding intercompany items and items that by their terms are extendible or renewable at the option of the obligor to a time more than twelve months after the time the amount of which is computed) 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 Issuer and its Restricted Subsidiaries, prepared in accordance with GAAP and filed with the Commission pursuant to the provisions of the Indenture.

     “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Issuer who:

               (1) was a member of such Board of Directors on the date of issuance of the Notes; or

               (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board (or, in the case of a nominating committee of such Board, who constituted a majority of the members of such committee) at the time of such nomination or election.

50 First Supplemental Indenture

     “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

     “Designated Senior Debt” means:

               (1) any Indebtedness outstanding under the Bank Credit Agreement; and

               (2) after payment in full of all Obligations under the Bank Credit Agreement, any other Senior Debt permitted under the Indenture the principal amount of which is $25.0 million or more and that has been designated by the Issuer as “Designated Senior Debt”.

     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature; provided that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer or any of its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or such Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s death or disability. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above in Paragraph 22(B)(vi) of Section 1.1.

     “Domestic Subsidiary” means any Restricted Subsidiary of the Issuer that was formed under the laws of the United States or any state of the United States or the District of Columbia.

     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

     “Equity Offering” means (1) a public offering of common equity securities or (2) a private placement of common equity securities yielding gross proceeds to the issuer of at least $20.0 million, in each case, as applicable, effected by the Issuer.

     “Existing Indebtedness” means Indebtedness of the Issuer and its Restricted Subsidiaries (other than Indebtedness under the Bank Credit Agreement) in existence on the date of issuance of the Notes, including without limitation the Existing Notes, in each case until such amounts are repaid.

     “Existing Notes” means the Issuer’s $30,000,000 original aggregate principal amount of 11.5% Senior Notes issued pursuant to the Securities Purchase Agreement dated August 9, 1995,

51 First Supplemental Indenture

as amended by Amendment No. 1 to Securities Purchase Agreement dated as of December 19, 1996, in each case among the Issuer and the Purchasers identified therein.

     “Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

               (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Interest Rate Hedging Obligations; plus

               (2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

               (3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries; plus

               (4) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Stock) or to the Issuer or a Restricted Subsidiary of the Issuer, in each case, on a consolidated basis and in accordance with GAAP;

provided, however, that all transaction costs incurred in connection with the issuance of the Notes, including without limitation, all charges in connection with the extinguishment of Indebtedness that are recorded within three months of the date of issuance of the Notes, shall be excluded from the calculation of “Fixed Charges”.

     “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

     “Guarantors” means any Domestic Subsidiary formed, created or acquired after the date of issuance of the Notes that is required to execute a Subsidiary Guarantee in accordance with the provisions of the Indenture, and their respective successors and assigns.

52 First Supplemental Indenture

     “Hedging Obligations” means, with respect to any specified Person:

               (1) Interest Rate Hedging Obligations; and

               (2) the obligations of such Person under agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates.

     “Holder” means a Person in whose name a Note is registered.

     “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

               (1) in respect of borrowed money;

               (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

               (3) in respect of banker’s acceptances;

               (4) representing Capital Lease Obligations;

               (5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

               (6) representing any Hedging Obligations.

In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person.

     The amount of any Indebtedness outstanding as of any date will be:

               (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

               (2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

     “Indirect Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.

     “Initial Notes” means the first $200.0 million aggregate principal amount of Notes issued under the First Supplemental Indenture on the date hereof.

     “Interest Rate Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed to protect such Person against fluctuations in interest rates.

53 First Supplemental Indenture

     “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations but excluding receivables owing to the Issuer or any Wholly-Owned Restricted Subsidiary created in the ordinary course of business), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Issuer or any Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Issuer Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above in Paragraph 22(B)(vi) of Section 1.1. The acquisition by the Issuer or any Restricted Subsidiary of the Issuer of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Subsidiary in such third Person in an amount equal to the fair market value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above in Paragraph 22(B)(vi) of Section 1.1.

     “Joint Ventures” means any Person engaged in a Permitted Business (other than a Subsidiary of the Issuer) in which any Person other than the Issuer or any of its Restricted Subsidiaries has a joint or shared equity interest with the Issuer or any of its Restricted Subsidiaries.

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

          (1)     any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale; or (b) the extinguishments of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

          (2)     any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

     “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset

54
First Supplemental Indenture

Sale, but excluding amounts under clauses (a) or (c) of Paragraph 22(B)(ix)(3) of Section 1.1), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under the Bank Credit Agreement or other Senior Debt, secured by a Lien on the asset or assets that were the subject of such Asset Sale.

     “Non-Recourse Debt” means Indebtedness:

          (1)     as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

          (2)     no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and

          (3)     as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries.

     “Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s payment obligations under this Indenture and on the Notes, executed pursuant to the provisions of this Indenture.

     “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

     “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

     “Participant” means, with respect to the Depository, a Person who has an account with the Depository.

     “Permitted Business” means the lines of business conducted by the Issuer and its Subsidiaries on the date of issuance of the Notes and any businesses similar, related, incidental or ancillary thereto or that constitutes a reasonable extension or expansion thereof.

     “Permitted Investments” means:

55
First Supplemental Indenture

          (1)     any Investment in the Issuer or in a Restricted Subsidiary of the Issuer that is a Guarantor;

          (2)     any Investment in Cash Equivalents;

          (3)     any Investment in (a) securities having maturities of not more than 12 months from the date of acquisition issued or directly and fully guaranteed or insured by (i) the government of Canada or any agency or instrumentality thereof, or (ii) by any Province of Canada rated at least “R-1” by the Dominion Bond Rating Services Limited; (b) deposits, certificates of deposit or acceptances with maturities of 180 days or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 180 days and overnight bank deposits, in each case, with any lender party to the Bank Credit Agreement or with any commercial bank to which the Bank Act (Canada) applies having capital and surplus in excess of $50.0 million; and (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above, in an aggregate amount not to exceed $2.0 million at any time;

          (4)     any Investment by the Issuer or any Subsidiary of the Issuer in a Person, if as a result of such Investment:

          (5)     any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above in Paragraph 22(B)(ix) of Section 1.1;

          (6)     any Investment the payment for which consists solely of Equity Interests (other than Disqualified Stock) of the Issuer;

          (7)     any Investments received in compromise of obligations of such Persons incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

          (8)     Hedging Obligations;

          (9)     any Investment existing on the date of the issuance of the Notes;

          (10)     Investments consisting of the non-exclusive licensing of intellectual property to Joint Ventures;

56
First Supplemental Indenture

          (11)     Investments in Capital Stock or other securities received in satisfaction of judgments;

          (12)     Investments received in compromise or settlement of claims against any other Person arising in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any Person;

          (13)     Investments made in Joint Ventures or Restricted Subsidiaries that are not Guarantors since the date of issuance of the Notes in an aggregate amount not to exceed $10.0 million at any time outstanding; and

          (14)     other Investments in any Person other than an Affiliate of the Issuer that is not also a Subsidiary of the Issuer having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) that are at that time outstanding not to exceed $20.0 million.

     “Permitted Liens” means:

          (1)     Liens securing Senior Debt and other obligations with respect thereto that were permitted by the terms of the Indenture to be incurred;

          (2)     Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Issuer or any Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Issuer or the Subsidiary;

          (3)     Liens on property existing at the time of acquisition of the property by the Issuer or any Subsidiary of the Issuer, provided that such Liens were in existence prior to the contemplation of such acquisition;

          (4)     Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

          (5)     Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause(b)(4) of the second paragraph of the covenant set forth above in Paragraph 22(B)(viii) of Section 1.1 covering only the assets acquired with such Indebtedness, and any Permitted Refinancing Indebtedness in respect thereof;

          (6)     Liens existing on the date of issuance of the Notes;

          (7)     Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in accordance with GAAP has been made therefor;

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          (8)     Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries;

          (9)     Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) incurred in the ordinary course of business;

          (10)     judgment Liens not giving rise to an Event of Default;

          (11)     Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

          (12)     Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

          (13)     Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Issuer or any of its Restricted Subsidiaries, including rights of offset and set-off;

          (14)     Liens arising from filing Uniform Commercial Code financing statements regarding leases;

          (15)     Liens securing the Notes and the Guarantees;

          (16)     banker’s Liens and rights of set-off;

          (17)     statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

          (18)     Liens in favor of the Issuer or any Restricted Subsidiary;

          (19)     Liens securing Hedging Obligations that are permitted by the Indenture to be incurred;

          (20)     Liens encumbering property or assets under construction arising from progress or partial payments by a customer of the Issuer or its Restricted Subsidiaries relating to such property or assets;

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          (21)     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;

          (22)     Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Issuer or its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of the Issuer and its Restricted Subsidiaries prior to the date of the issuance of the Notes; and

          (23)     other Liens securing obligations (other than Indebtedness) incurred in the ordinary course in an aggregate amount not to exceed $5.0 million in the aggregate at any one time.

     “Permitted Refinancing Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

          (1)     the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith and in connection with such refinancing);

          (2)     such Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

          (3)     if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date equal to or later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

          (4)     such Indebtedness is incurred either by the Issuer or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

     “Permitted Sale Leaseback Transactions” means equipment sale leaseback transactions entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business in connection with its sales and marketing activities so long as the aggregate principal balance of Attributable Debt incurred in respect of such sale leaseback transactions does not exceed the sum of (x) $5.0 million in the aggregate at any one time plus (y) the amount available, at the time such Attributable Debt is incurred, to make Restricted Payments pursuant to clause (3) of Paragraph 22(B)(vi)(a) of Section 1.1 (determined without giving effect to the incurrence of such Attributable Debt).

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     “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

     “Representative” means the indenture trustee or other trustee, agent or representative for any Senior Debt.

     “Restricted Investment” means an Investment other than a Permitted Investment.

     “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

     “Senior Debt” means:

          (1)     all Indebtedness of the Issuer or any Guarantor outstanding under the Bank Credit Agreement and the Existing Notes and all Hedging Obligations with respect thereto, whether outstanding on the date of issuance of the Notes or incurred thereafter;

          (2)     any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Subsidiary Guarantee; and

          (3)     all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law).

     Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

          (1)     any liability for federal, state, local or other taxes owed or owing by the Issuer or any Guarantor;

          (2)     any intercompany Indebtedness of the Issuer or any of its Subsidiaries to the Issuer;

          (3)     any trade payables;

          (4)     the portion of any Indebtedness that is incurred in violation of the Indenture; or

          (5)     Non-Recourse Debt.

     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article I, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

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First Supplemental Indenture

     “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

     “Subsidiary” means, with respect to any specified Person:

          (1)     any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

          (2)     any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

     “Unrestricted Subsidiary” means any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to a resolution, but only to the extent that such Subsidiary:

          (1)     has no Indebtedness other than Non-Recourse Debt;

          (2)     is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary of the Issuer unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer;

          (3)     is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

          (4)     has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries; and

          (5)     has at least one director on its Board of Directors that is not a director or executive officer of the Issuer or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Issuer or any of its Restricted Subsidiaries.

     Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above in Paragraph 22(B)(vi) of Section 1.1. If, at any time, any Unrestricted Subsidiary would

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fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described above in Paragraph 22(B)(viii) of Section 1.1, the Issuer will be in default of such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described above in Paragraph 22(B)(viii) of Section 1.1, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

     “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

          (1)     the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

          (2)     the then outstanding principal amount of such Indebtedness.

     “Wholly Owned Restricted Subsidiary” of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) will at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

     Section 1.3.     Suspension of Article VIII of the Base Indenture. Solely with respect to the Notes (and not with respect to any other series of securities issuable pursuant to the Base Indenture unless a supplemental indenture relating thereto expressly so provides) Article VIII of the Base Indenture shall be suspended and of no force and effect.

ARTICLE II

MISCELLANEOUS

     Section 2.1.     Definitions. Terms defined in the Base Indenture and not otherwise defined herein are used herein as therein defined.

     Section 2.2.     Confirmation of Indenture. The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed, and the

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First Supplemental Indenture

Base Indenture, this First Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

     Section 2.3.     Concerning the Trustee. In carrying out the Trustee’s responsibilities hereunder, the Trustee shall have all of the rights, protections and immunities which it possesses under the Indenture. The recitals contained herein and in the Notes, except the Trustee’s certificate of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof.

     Section 2.4.     Governing Law. The Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. The Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.

     Section 2.5.     Separability. In case any provision in this First Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 2.6.     Counterparts. This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

     Section 2.7     No Benefit. Nothing in this First Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and their successors or assigns, and the holders of the Notes, any benefit or legal or equitable rights, remedy or claim under this First Supplemental Indenture or the Base Indenture.

[signature page follows]

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First Supplemental Indenture

     IN WITNESS WHEREOF, this First Supplemental Indenture has been duly executed by the Issuer and the Trustee as of the day and year first written above.

EXHIBIT A
FORM OF 9.50% SENIOR SUBORDINATED NOTES DUE 2013

EXHIBIT A

[Face of Note]

CUSIP/CINS 540211 AF 6

9.50% Senior Subordinated Notes due 2013

LODGENET ENTERTAINMENT CORPORATION

promises to pay to CEDE&CO. or registered assigns, the principal sum of TWO HUNDRED MILLION Dollars on June 15, 2013.

Interest Payment Dates: June 15 and December 15, commencing December 15, 2003

Record Dates: June 1 and December 1

Dated: June 18, 2003

9.50% Senior Subordinated Notes due 2013

     THIS GLOBAL SECURITY IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THIS GLOBAL SECURITY MAY BE TRANSFERRED OR EXCHANGED PURSUANT TO PARAGRAPH 14 OF THE FIRST SUPPLEMENTAL INDENTURE AND (2) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF LODGENET ENTERTAINMENT CORPORATION.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN THE FORM OF A DEFINITIVE GLOBAL SECURITY, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     DUE TO THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING THIS NOTE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY INQUIRY OF THE TRUSTEE.

     Terms defined in the Indenture referred to below and not otherwise defined herein are used herein as therein defined.

     (1)     Interest. LodgeNet Entertainment Corporation, a Delaware corporation (the “Issuer”), promises to pay interest on the principal amount of this Note at 9.50% per annum from June 18, 2003 until maturity. The Issuer will pay interest semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding

Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be December 15, 2003. The Issuer will pay interest on overdue principal and premium, if any, from time to time on demand at a rate that is 2.0% per annum in excess of the rate then in effect; it will pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

     (2)     Method of Payment. The Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Paragraph 5 of Section 1.1 of the First Supplemental Indenture with respect to default interest. The Issuer will make all payments of principal, interest and premium, if any, with respect to Notes in the form of definitive Registered Securities, in the case of Holders of greater than $1,000,000 aggregate principal amount of such Registered Securities that request such payment, by wire transfer of immediately available funds to the accounts specified by such Holders and if no such account is specified or to any other Holder, by mailing a check to such Holder’s registered address. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

     (3)     Paying Agent and Registrar. Initially, HSBC Bank USA, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.

     (4)     Indenture. The Issuer issued the Notes under the 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 Base Indenture as supplemented by the First Supplemental Indenture, the “Indenture”) between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Issuer.

     (5)     Optional Redemption.

          (a)     Except as set forth in subparagraph (b) of this Paragraph 5, the Issuer will not have the option to redeem the Notes prior to June 15, 2008. On such date or thereafter, the Issuer will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below:

          (b)     Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 15, 2006, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 109.500% of the principal amount thereof plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries) and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

     (6)      Mandatory Redemption. The Issuer will not be required to make mandatory redemption payments with respect to the Notes.

     (7)      Repurchase at Option of Holder.

          (a)     If there is a Change of Control, the Issuer will be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

          (b)     If the Issuer or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Paragraph 7(B) of the First Supplemental Indenture to purchase the maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase in accordance with the procedures set forth in the Indenture. To the extent any Excess Proceeds remain after consumption of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof (together with such other pari passu Indebtedness tendered for payment or repurchase) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

     (8)      Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Paragraph 29(D) of the First Supplemental Indenture. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption, unless the Issuer defaults.

     (9)      Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

     (10)     Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

     (11)     Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

     (12)     Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes whether or not prohibited by the subordination provisions of the Indenture; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the Indenture; (iii) failure by the Issuer or any of its Subsidiaries

to comply with the provisions of Section 7 hereof; (iv) failure by the Issuer or any of its Restricted Subsidiaries to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Notes for 60 days after notice to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (v) default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the Stated Maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Issuer or any of its Subsidiaries to pay final judgments aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgments have become final and non-appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed; (vii) certain events of bankruptcy or insolvency with respect to the Issuer, any of its Restricted Subsidiaries that are Significant Subsidiaries, or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee by a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee. If any Event of Default occurs and is continuing, the Trustee (upon the request of the Holders of at least 25% in principal amount of the then outstanding Notes) or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

     (13)     Subordination. Payment of principal, interest and premium, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms provided in Paragraph 10 of Section 1.1 of the First Supplemental Indenture.

     (14)     Trustee Dealings with Issuer. Except as otherwise provided in the Indenture, the Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

     (15)     No Recourse Against Others. No director, officer, employee, incorporator or stockholder, of the Issuer or any of the Guarantors, solely by reason of their status as such, will have any liability for any obligations of the Issuer or such Guarantor under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

     (16)     Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

     (17)     Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

     (18)     CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

     The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

LodgeNet Entertainment Corporation
3900 West Innovation Street
Sioux Falls, South Dakota 57107
Attention: Chief Financial Officer

Assignment Form

               To assign this Note, fill in the form below:

and irrevocably appoint___________________________________to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Issuer pursuant to Paragraph 9 of the First Supplemental Indenture, check the appropriate box below:

     If you want to elect to have only part of the Note purchased by the Issuer pursuant to the Change of Control Offer or the Asset Sale Offer, as the case may be, state the amount you elect to have purchased:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY*

     The following exchanges of a part of this Global Security for an interest in another Global Security or for a definitive Global Security, or exchanges of a part of another Global Security or definitive Global Security for an interest in this Global Security, have been made:

EXHIBIT B

FORM OF NOTE GUARANTEE

     For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the 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 Base Indenture as supplemented by the First Supplemental Indenture, the “Indenture”) between LodgeNet Entertainment Corporation, a Delaware corporation (the “Issuer”) and HSBC Bank USA, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Paragraph 29(B) of the First Supplemental Indenture and reference is hereby made to the First Supplemental Indenture for the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture.

[_________________________________]

EXHIBIT C

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , 200     , among                     (the “Guaranteeing Subsidiary”), a subsidiary of LodgeNet Entertainment Corporation (or its permitted successor), a                      corporation (the “Company”), LodgeNet Entertainment Corporation, a Delaware corporation (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and HSBC Bank USA, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H

     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 Base Indenture as supplemented by the First Supplemental Indenture, the “Indenture”) providing for the issuance of $185,000,000 aggregate principal amount of 9.50% Senior Subordinated Notes due 2013 (the “Notes”);

     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes 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 execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

     1.     Capitalized Terms. Capitalized terms used herein without definition shall have the meanings 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 by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Issuer hereunder or thereunder, that:

          (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. The Guaranteeing Subsidiary agrees that this guarantee is a guarantee of payment and not of collection.

          (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

          (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

          (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

          (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

          (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 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 obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Section 502 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.

           (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

          (i) Pursuant to Paragraph 29(B) of Section 1.1 of the First Supplemental Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Paragraph 29(B) of Section 1.1 of the First Supplemental Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Note Guarantee will not constitute a fraudulent transfer or conveyance.

          (j) To the extent not already covered in clauses (a) through (i) and in no way limiting the meaning and effect of such clauses, to provide as unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture.

     3.     Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note 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 all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Issuer or another Guarantor) unless:

          (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have

been signed by the Issuer and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees 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 the assets 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) the sale 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) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, the Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, 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 such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable 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 to the effect that such sale or other disposition was made by the Issuer in accordance with the provisions of this Indenture, including without limitation Paragraph 22(B)(ix) of Section 1.1 of the First Supplemental Indenture, the Trustee will execute any documents reasonably required in order 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 remain liable for the full amount of principal of and interest on the Notes and for the other obligations of 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 status as such, shall have any liability for any obligations of the Issuer or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

     7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     8.     Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     9.     Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

     10.     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.

     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:                     , 20