exv10w29



 



EXHIBIT 10.29


LODGENET ENTERTAINMENT CORPORATION



THIRD AMENDMENT TO CREDIT AGREEMENT



     This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of
January 13, 2004 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 (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 amend the Credit Agreement to
reduce the Applicable LIBOR Margin for Term Loans.


     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 1: Provisions Relating to Defined Terms


     A.     Subsection 1.1 of the Credit Agreement is hereby amended by deleting
clause (a) in the definition of “Applicable LIBOR Margin” and inserting in lieu
thereof the following:


     “(a) with respect to Term Loans that are LIBOR Loans, 3.50% per annum,”


     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 all Lenders of the affected Class.


     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
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


 






 


maybe 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. 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 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. This Amendment (other than the
provisions of Section 1 hereof, the effectiveness of which is governed by
Section 2 hereof) shall become effective upon the execution of a counterpart
hereof by Borrower and Administrative Agent and the execution of a Lender
Consent by consenting Lenders and receipt by Borrower and Administrative Agent
of written or telephonic notification of such execution and authorization of
delivery thereof.


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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
	 	 	 	 	 
	 	 	CANADIAN IMPERIAL BANK OF COMMERCE,
	 	 	as Administrative Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ Dean J. Decker
	 	 	 	

	 	 	
Name:
	 	Dean J. Decker
	 	 	
Title:
	 	Managing Director
	 	 	 	 	CIBC World Markets Corp., as AGENT