DEPOSIT AGREEMENTAccount Control Agreement |
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Exhibit 4.11
LODGENET
ENTERTAINMENT CORPORATION,
[ ],
AS DEPOSITARY
AND
THE
HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
DEPOSIT
AGREEMENT
Dated
as of
[ ],
[ ]
TABLE
OF CONTENTS
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ARTICLE
1 DEFINITIONS |
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1 |
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Section 1.01. |
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Definitions |
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1 |
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ARTICLE 2 FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION
AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS |
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2 |
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Section 2.01. |
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Form and Transfer of
Receipts |
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2 |
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Section 2.02. |
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Deposit of Stock; Execution
and Delivery of Receipts in Respect Thereof |
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3 |
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Section 2.03. |
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Registration of Transfer of
Receipts |
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4 |
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Section 2.04. |
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Split-Ups and Combinations
of Receipts; Surrender of Receipts and Withdrawal of Stock |
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4 |
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Section 2.05. |
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Limitations on Execution
and Delivery, Transfer, Surrender and Exchange of Receipts |
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5 |
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Section 2.06. |
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Lost Receipts, Etc |
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5 |
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Section 2.07. |
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Cancellation and
Destruction of Surrendered Receipts |
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5 |
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Section 2.08. |
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Redemption of Stock |
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5 |
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ARTICLE
3 CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION |
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7 |
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Section 3.01. |
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Filing Proofs, Certificates
and Other Information |
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7 |
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Section 3.02. |
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Payment of Taxes or Other
Governmental Charges |
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7 |
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Section 3.03. |
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Warranty as to Stock |
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7 |
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ARTICLE 4 THE
DEPOSITED SECURITIES; NOTICES |
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7 |
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Section 4.01. |
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Cash Distributions |
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7 |
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Section 4.02. |
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Distributions Other Than
Cash, Rights, Preferences or Privileges |
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8 |
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Section 4.03. |
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Subscription Rights,
Preferences or Privileges |
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8 |
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Section 4.04. |
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Notice of Dividends, Etc.;
Fixing Record Date for Holders of Receipts |
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9 |
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Section 4.05. |
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Voting Rights |
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9 |
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Section 4.06. |
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Changes Affecting Deposited
Securities and Reclassifications, Recapitalizations, Etc |
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9 |
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Section 4.07. |
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Delivery of Reports |
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10 |
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Section 4.08. |
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List of Receipt Holders |
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10 |
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ARTICLE 5 THE
DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION |
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10 |
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Section 5.01. |
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Maintenance of Offices,
Agencies and Transfer Books by the Depositary; Registrar |
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10 |
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Section 5.02. |
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Prevention of or Delay in
Performance by the Depositary, the Depositary’s Agents, the Registrar
or the Corporation |
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11 |
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Section 5.03. |
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Obligation of the
Depositary, the Depositary’s Agents, the Registrar and the Corporation |
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11 |
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Section 5.04. |
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Resignation and Removal of
the Depositary; Appointment of Successor Depositary |
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13 |
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Section 5.05. |
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Corporate Notices and
Reports |
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14 |
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Section 5.06. |
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Indemnification by the
Corporation |
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14 |
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Section 5.07. |
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Charges and Expenses |
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14 |
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Section 5.08. |
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Tax Compliance |
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14 |
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ARTICLE
6 AMENDMENT AND TERMINATION |
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15 |
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Section 6.01. |
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Amendment |
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15 |
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Section 6.02. |
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Termination |
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15 |
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ARTICLE
7 MISCELLANEOUS |
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16 |
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Section 7.01. |
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Counterparts |
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16 |
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Section 7.02. |
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Exclusive Benefit of
Parties |
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16 |
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Section 7.03. |
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Invalidity of Provisions |
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16 |
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Section 7.04. |
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Notices |
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16 |
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Section 7.05. |
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Appointment of Registrar |
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17 |
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Section 7.06. |
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Holders of Receipts are
Parties |
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17 |
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Section 7.07. |
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Governing Law |
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17 |
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Section 7.08. |
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Inspection of Deposit
Agreement |
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