Exhibit 4.1
FIRST SUPPLEMENTAL
INDENTURE
Dated as of August 20,
2008
among
HSN, INC.
The Guarantors Party
Hereto
and
THE BANK OF NEW YORK
MELLON,
as Trustee
THIS SUPPLEMENTAL INDENTURE (this
“ Supplemental Indenture ”), entered into as of
August 20, 2008, among HSN, INC. , a Delaware
corporation (the “ Issuer ”), the guarantors
party hereto (the “ Guarantors ”), and THE
BANK OF NEW YORK MELLON , as trustee (the “
Trustee ”).
RECITALS
WHEREAS, the Issuer and the Trustee
entered into the Indenture, dated as of July 28, 2008 (the
“ Indenture ”), relating to the Issuer’s
11.25% Senior Notes due 2016 (the “ Notes ”);
and
WHEREAS, the Notes were issued as
part of financing relating to the pro rata distribution of 100% of
the capital stock of the Issuer to the stockholders of
IAC/InterActive Corp, a Delaware corporation; and
WHEREAS, each of the Guarantors
became a Domestic Restricted Subsidiary of the Issuer as a result
of the Spin-Off, and Sections 4.13 and 9.01 of the Indenture
requires each of the Guarantors to execute and deliver to the
Trustee this Supplemental Indenture pursuant to which each of the
Guarantors shall unconditionally guarantee all of the
Issuer’s obligations under the Notes and the Indenture on the
terms set forth in the Indenture; and
WHEREAS, the Guarantors and the
Issuer have requested that the Trustee executed and deliver this
Supplemental Indenture; and
WHEREAS, all things necessary have
been done to make this Supplemental Indenture, when executed and
delivered by the Guarantors and the Issuer, the legal, valid and
binding agreement of the Guarantors and the Issuer, in accordance
with its terms.
AGREEMENT
NOW, THEREFORE, in consideration of
the premises and mutual covenants herein contained and intending to
be legally bound, the parties to this Supplemental Indenture hereby
agree as follows:
Section 1. Capitalized
teams used herein and not otherwise defined herein are used as
defined in the Indenture.
Section 2. The
Guarantors, by their execution of this Supplemental Indenture, each
agree to be a Guarantor under the Indenture and to be bound by the
terms of the Indenture applicable to Guarantors, including, but not
limited to, Article 10 thereof.
Section 3. This
Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
Section 4.
