exv10w28



 





Exhibit 10.28




LODGENET ENTERTAINMENT CORPORATION




EIGHTH AMENDMENT TO CREDIT AGREEMENT




     This
EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 13, 2006
and entered into by and between LODGENET ENTERTAINMENT CORPORATION, a Delaware corporation
(“Borrower”) and, for purposes of Section 4
hereof, LODGENET STAYONLINE, INC., a Delaware
corporation (“Guarantor”), 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 (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.



RECITALS




     WHEREAS, Borrower and Lenders desire to make certain amendments to the Credit Agreement as
provided for herein;



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto agree as follows:



     Section 1. AMENDMENTS TO THE CREDIT AGREEMENT



     1.1 Amendments to Section 7: Borrower’s Negative Covenants.



          Subsection 7.3(vi) of the Credit Agreement is hereby amended by deleting it in its
entirety and by inserting in lieu thereof the following:





“(vi) so long as no Potential Event of Default or Event of Default has occurred
and is continuing at the time of such Investment, Borrower and its Domestic
Subsidiaries that are Subsidiary Guarantors may make and own (a) Investments in
Ascent Entertainment Group, Inc., owner of 100% of the issued and outstanding shares of capital stock of On Command Corporation and (b) other Investments in an
aggregate amount not to exceed at any time $25,000,000;”



     Section 2. CONDITIONS TO EFFECTIVENESS



     Section 1 of this Amendment shall become effective only upon the satisfaction of all of the
following conditions precedent (the date of satisfaction of such conditions being referred to
herein as the “Amendment Effective Date”):



 









 






     A. On
or before the Amendment Effective Date, Borrower shall deliver to Lenders (or to
Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for
each Lender and its counsel) copies of this Amendment, executed by Borrower.



     B. On or before the Amendment Effective Date, all corporate and other proceedings taken or to
be taken in connection with the transactions contemplated hereby and all documents incidental
thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and
its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel,
and Administrative Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Administrative Agent may reasonably request.



     C. On
or before the Amendment Effective Date, Administrative Agent shall have received an
executed consent to this, Amendment in the form attached hereto as Exhibit A (a “Lender Consent”)
from Requisite Lenders.



     Section 3. BORROWER’S REPRESENTATIONS AND WARRANTIES



     In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in
the manner provided herein, Borrower represents and warrants to each Lender that the following
statements are true, correct and complete:



     A. Corporate Power and Authority. Borrower has all requisite corporate power and authority to
enter into this Amendment and to carry out the transactions
contemplated by, and perform its
obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”).



     B. Authorization of Agreements. The execution and delivery of this Amendment and the
performance of the Amended Agreement have been duly authorized by all necessary corporate action on
the part of Borrower.



     C. No Conflict. The execution and delivery by Borrower of this Amendment and the performance
by Borrower of the Amended Agreement do not and will not (i) violate any provision of any law or
any governmental rule or regulation applicable to Borrower or any of its Subsidiaries, the
Certificate or Articles of Incorporation or Bylaws of Borrower or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on Borrower or any of
its Subsidiaries; (ii) conflict with, result in a breach of or constitute (with due notice or lapse
of time or both) a default under any Contractual Obligation of Borrower or any of its Subsidiaries;
(iii) result in or require the creation or imposition of any Lien upon any of the properties or
assets of Borrower or any of its Subsidiaries; or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual Obligation of Borrower or any of its
Subsidiaries.



     D. Governmental Consents. The execution and delivery by Borrower of this Amendment and the
performance by Borrower of the Amended Agreement do not and




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will not
require any registration with, consent or approval of, or notice to,
or other action to,
with or by, any federal, state or other governmental authority or regulatory body.



     E. Binding Obligation. This Amendment and the Amended Agreement have been duly executed and
delivered by Borrower and are the legally valid and binding obligations of Borrower, enforceable
against Borrower in accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or
limiting creditors’ rights
generally or by equitable principles relating to enforceability.



     F. Incorporation of Representations and Warranties From Credit Agreement. The representations
and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and
complete in all material respects on and as of the Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.



     G. Absence of Default. No event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would constitute an Event of
Default or a Potential Event of Default.



     Section 4. ACKNOWLEDGEMENT AND CONSENT BY GUARANTOR



     Guarantor hereby acknowledges that it has read this Amendment and consents to the terms
thereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this
Agreement, the obligations of Guarantor under the Loan Documents shall not be impaired or affected
and each of the Loan Documents is, and shall continue to be, in full force and effect and is hereby
confirmed and ratified in all respects.



     Section 5. MISCELLANEOUS



     A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.



     (i) On and after the Amendment Effective Date each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement shall mean and be a reference
to the Amended Agreement.



     (ii) Except as specifically amended by this Amendment, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.



     (iii) The
execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate as a



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waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit
Agreement or any of the other Loan Documents.



     B. Fees and Expenses. Borrower acknowledges that all costs, fees and expenses as described in
subsection 10.2 of the Credit Agreement incurred by Administrative Agent and its counsel with
respect to this Amendment and the documents and transactions contemplated hereby shall be for the
account of Borrower.



     C. Headings. Section and subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.



     D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.



     E. Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically attached to the same
document.



(remainder of page intentionally left blank)




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 	 	 
	 	 	LODGENET ENTERTAINMENT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary H. Ritondaro
 

	 	 
	 	 	Name: Gary H. Ritondaro	 	 
	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	LODGENET STAYONLINE, INC.	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary H. Ritondaro
 

	 	 
	 	 	Name: Gary H. Ritondaro	 	 
	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CANADIAN IMPERIAL BANK OF COMMERCE,	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Leonardo R. Fernandez, Jr.
 

	 	 
	 	 	Name: Leonardo R. Fernandez, Jr.	 	 
	 

	 	 	 	Authorized Signatory	 	 







 









 








EXHIBIT A

to Eighth Amendment

to Credit Agreement




CONSENT
OF LENDER




     Reference is hereby made to the Eighth Amendment to Credit Agreement (the “Amendment”) dated
as of December 13, 2006 by and between LodgeNet Entertainment Corporation, a Delaware corporation
(“Borrower”), LodgeNet StayOnLine, Inc., a Delaware corporation (“Guarantor”) and Canadian Imperial
Bank of Commerce, as administrative agent for the Lenders (“Administrative Agent”), which is made
with reference to that certain Credit Agreement dated as of
August 29, 2001, as amended, 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.



     The undersigned Lender hereby consents to the execution and delivery of the Amendment by
Administrative Agent on its behalf, substantially in the form of the draft presented to the
undersigned Lender on February 23, 2007.



	 	 	 	 	 
	 	 	CIBC, INC., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Leonardo Fernandez
 

	 	 	Name: Leonardo Fernandez
	 	 	Title: Executive Director