LODGENET ENTERTAINMENT CORPORATION UNDERWRITING AGREEMENT June 13, 2003Underwriting Agreement • June 17th, 2003 • Lodgenet Entertainment Corp • Communications services, nec • New York
LodgeNet Entertainment Corporation, a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $200,000,000 principal amount of the Company’s 9 1/2% Senior Subordinated Notes due 2013 (the “Notes”). The Notes will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the future domestic subsidiaries of the Company, if any (each, a “Guarantor” and, collectively, the “Guarantors”), and will be issued pursuant to the Base Indenture, as supplemented by the First Supplemental Indenture thereto (as so supplemented, the “Indenture”), each dated as of June 18, 2003, between the Company and HSBC Bank USA, as trustee (in such capacity, the “Trustee”). Bear, Stearns & Co. Inc. (“Bear Stearns”) is acting as lead manager in connection with the offering and sale of the Notes (the “Offering”).
FIRST SUPPLEMENTAL INDENTURE Dated as of June 18, 2003First Supplemental Indenture • June 17th, 2003 • Lodgenet Entertainment Corp • Communications services, nec • New York
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”).
LODGENET ENTERTAINMENT CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 17th, 2003 • Lodgenet Entertainment Corp • Communications services, nec • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 13, 2003 and entered into by and between LODGENET ENTERTAINMENT CORPORATION, a Delaware corporation (“Borrower”) and CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent for the Lenders (in such capacity, “Administrative Agent”), and is made with reference to that certain Credit Agreement dated as of August 29, 2001, as amended to date (as so amended, the “Credit Agreement”), by and among Borrower, the Lenders named therein, Administrative Agent, the Syndication Agent named therein, the Co-Documentation Agents named therein, the Co-Lead Arrangers named therein and the Swing Line Lender named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 17th, 2003 • Lodgenet Entertainment Corp • Communications services, nec • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of June 12, 2003, by and between LodgeNet Entertainment Corporation, a Delaware corporation (the “Company”), and HSBC Bank USA (formerly known as Marine Midland Bank), as trustee (the “Trustee”).
