# **Exhibit 10.37**

** **

## ***      STATE OF DELAWARE***

### *     SECRETARY OF STATE*

*DIVISIONOF CORPORATION*

*FILED12:00 PM 08/15/2001*

*     010402011 - 2346943*

 

**AMENDMENT NO. 1**

**TO**

**RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**LODGENET ENTERTAINMENT CORPORATION**

** **

                Theundersigned, being a duly authorized officer of LodgeNet EntertainmentCorporation (the “Corporation”), a corporation organized and exisiting underthe laws of the state Delaware, hereby certifies as follows:

 

1.                   That the first sentence of Article Fourth of theRestated Certificate of Incorporation of the Corporation has been amended toread as follows:

 

The total number of sharesof stock which the Corporation shall have authority to issue is 55,000,000, ofwhich 50,000,000 shall be common stock, par value $0.01 per share (the “CommonStock”) and 5,000,000 shall be preferred stock, $0.01 par value per share (the“Preferred Stock”).

 

2.                   That the remainder of Article Fourth remainsunchanged.

 

3.                   That the above described amendment to theCorporation’s Restated Certificate of Incorporation was duly adopted inaccordance with the provisions of Section 242 of the General Corporation Law ofthe State of Delaware.

 

                INWITNESS WHEREOF, the undersigned has caused this Amendment to be signed in thename of the Corporation this 7 day of August, 2001.

 
| LODGENET ENTERTAINMENT  CORPORATION |
|-------------------------------------|
|                                |   |
| By:                                 |   /s/ Scott C. Peterson |
|                                |   |
| Its:                                | President |

 

 
| Attest:                                                      |
|--------------------------------------------------------------|
|                                                         |
| Daniel  Johnson                                              |
| Secretary       Daniel Johnson |

***State of Delaware***

*** ***

***Office of the Secretary of State***

 

----

 

                I,HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBYCERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENTOF “LODGENET ENTERTAINMENT CORPORATION”, FILED IN THIS OFFICE ON THE FIFTEENTHDAY OF AUGUST, A.D., 2001, AT 12 O’CLOCK P.M.

 

                AFILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTYRECORDER OF DEEDS.

 

 

 

 
|                     | /s/ Harriet Smith Windsor                    |
|--------------------------|----------------------------------------------|
|                     | *Harriet  Smith Windwor, Secretary of State* |
|                     |                                         |   |
| 2346943   8100 | AUTHENTICATION:                              | 1298762 |
|                     |                                         |
| 010402011                | DATE:                                        | 08-6-01 |
|                          |                                              |  |  |  |

RESTATEDCERTIFICATE OF INCORPORATION

 

OF

 

LODGENETENTERTAINMENT CORPORATION

 

 

                LodgeNetEntertainment Corporation a corporation organized and existing under the lawsof the State of Delaware (the “Corporation”), hereby certifies as follows:

 

1.             The present name of the Corporationis LodgeNet Entertainment Corporation. The name under which the Corporation was originally incorporated wasLNet, Inc.

 

2.             The date of filing theCorporation’s original Certificate of Incorporation with the Secretary of Stateof the State of Delaware is August 10, 1993.

 

3.             The text of the Certificate ofIncorporation of the Corporation is hereby amended and restated to read asfollows;

 

**FIRST.**               The name of the corporation is LodgeNet EntertainmentCorporation (the “Corporation”).

 

**SECOND.**         The address of the Corporation’s registered office in theState of Delaware is 1209 Orange Street, in the City of Wilmington, County ofNew Castle.  The name of its registeredagent at such address is The Corporation Trust Company.

 

**THIRD.             **The purpose ofthe Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the Sate ofDelaware (“DGCL”).

**FOURTH.         **The totalnumber of shares of stock which the Corporation shall have authority to issue is55,000,000 of which 50,000,000 shall be common stock par value $0.01 per share(the “Common Stock”) and 5,000,000 shall be preferred stock, $0.01 per valueper share (the “Preferred Stock”).  ThePreferred Stock may be issued from time to time in one or more series, each ofwhich (a) shall consist of such number of shares and shall have suchdistinctive serial designation; (b) may have such voting powers, full orlimited, or may be without voting powers; (c) may be subject to redemption atsuch time or times and at such prices; (d) may be entitled to receive dividends(which may be cumulative or noncumulative) at such rate or rates, on suchconditions, and at such times, and payable in preference or in such relation tothe dividends payable on any other class or classes or series of stock; (e) mayhave such rights upon the dissolution, or upon any distribution of the assets,of the Corporation; (f) may be made convertible into, or exchangeable for,shares of any other class or classes or of any other series of the same or anyother class or classes of stock of the Corporation, at such price or prices orat such rates of exchange and with such adjustments; and (g) shall have suchother relative, participating, optional or other special rights, qualifications,limitations and/or restrictions thereof, all as shall be stated and expressedin the resolution or resolutions providing for the issue of the particularseries of such Preferred Stock from time to time adopted by the Board ofDirectors of the Corporation pursuant to authority so to do which is herebyvested in such Board.

 

The Common Stock shallentitle the holders thereof to one vote per share on each proposition submittedto such holders for their vote thereon.

 

The number of authorizedshares of any class of stock of the Corporation, including without limitationthe Preferred Stock and the Common Stock, may be increased or decreased by theaffirmative vote of the holders of a majority of all of the stock of theCorporation entitled to vote, without regard to class.

 

**FIFTH.**           A.    The businessand affairs of the Corporation shall be managed by or under the direction ofthe Board of Directors (the “Board”).

 

**                       **B.    The Board shall consist of not less thanthree nor more than nine directors, with the exact number of directors to befixed from time to time by or in the manner provided in the Corporation’sbylaws.

 

**                       **C.    The Board shall be divided into threeclasses of directors, as nearly equal in number as possible, with the term ofthe office of directors in the first class to expire at the annual election ofdirectors of the Corporation in 1994, the term of office of directors of thesecond class to expire at the annual election of directors of the Corporationin 1995 and the term of office of directors of the third class to expire at theannual election of directors of the Corporation in 1996.  At each annual election of directors of theCorporation, directors chosen to succeed those whose terms then expire shall beelected for a term of office expiring at the third succeeding annual electionof directors of the Corporation occurring after their election.  Notwithstanding the foregoing provisions ofthis Paragraph C, each director of the Corporation shall serve until his or hersuccessor is duly elected and qualified or until his or her earlier death,resignation or removal.

                        D.    In the event of any increase or decrease inthe authorized number of directors, the newly created or eliminateddirectorships resulting from such increase or decrease shall be apportioned by theBoard among the three classes of directors so as to maintain such classes asnearly equal in number as possible.  Nodecrease in the number of directors constituting the Board shall shorten theterm of any incumbent director.

 

                        E.Stockholders of the Corporation may effect theremoval of a director from the Board only for cause.

 

                        F.Notwithstanding the foregoing, whenever theholders of any one or more series of capital stock issued by the Corporationhaving a preference over the Common Stock as to dividends or upon liquidationshall have the right, voting separately by class or series, to elect directorsat an annual or special meeting of stockholders, the election, term of office,filling of vacancies, terms of removal and other features of such directorshipsshall be governed by the resolution or resolutions establishing such seriesadopted pursuant to Article FOURTH and such directors so elected shall not bedivided into classes pursuant to this Article FIFTH or counted in the limits onthe number of directors of the Corporation set forth in this Article FIFTH,unless expressly so provided by such resolution or resolutions.

 

                        G.    Advance notice of nominations for theelection of directors and advance notice of other proposals for stockholderaction shall be given in the manner set forth in the bylaws of the Corporation.

 

**SIXTH.             **In furtheranceand not in limitation of the powers conferred by statute, the Board isexpressly authorized:

 

                        A.    To adopt, alter, amend and repeal the bylawsof the Corporation (except insofar as the bylaws of the Corporation adopted bythe stockholders of the Corporation shall otherwise provide); and

 

                        B.    To provide for the indemnification ofdirectors, officers, employees and agents of the Corporation, and of personswho serve other enterprises in such or similar capacities at the request of theCorporation, in a manner and to the extent permitted by the DGCL, or any otherapplicable law, as may from time to time be in effect.

 

**SEVENTH.   **A director ofthe Corporation shall not be personally liable to the Corporation or itsstockholders for monetary damages for breach of fiduciary duty as a director,except that this provision does not eliminate or limit the liability of adirector (a) for any breach of the director’s duty of loyalty to theCorporation or its stockholders, (b) for acts or omissions not in good faith orwhich involve intentional misconduct or a knowing violation of law, (c) underSection 174 of the DGCL, or (d) for any transaction from which the directorderived any improper personal benefit. If the DGCL is amended at any time to further eliminate or limit, or toauthorize further elimination or limitation of, the personal liability ofdirectors, then the personal liability of a director to the Corporation or itsstockholders shall be eliminated or limited to the full extend permitted by theDGCL, as so amended.  Any repeal ormodification of this Article SEVENTH shall not adversely affect any right orprotection of a director of the Corporation existing at the time of such repealor modification.

**EIGHTH.           **Elections ofdirectors of the Corporation need not be by written ballot unless the bylaws ofthe Corporation shall so provide.

 

**NINTH.             **Any actionrequired or permitted to be taken by the holders of Common Stock of theCorporation must be taken at a duly called annual or special meeting of suchholders and may not be taken by written consent of such holders.

 

**TENTH.            **The Corporationexpressly elects to be governed by Section 203 of the DGCL.

 

**ELEVENTH. **Whenever a compromiseor arrangement is proposed between the Corporation and its creditors or anyclass of them and/or between the Corporation and its stockholders or any classof them, any court of equitable jurisdiction within the State of Delaware may,on the application in a summary way of the Corporation or of any creditor orstockholder thereof or on the application of any receiver or receiversappointed for the Corporation under the provisions of Section 291 of Title 8 ofthe Delaware Code or on the application of trustees in dissolution or of anyreceiver or receivers appointed for the Corporation under the provisions ofSection 279 of Title 8 of the Delaware Code, order a meeting of the creditorsor class of creditors and/or of the stockholders or class of stockholders ofthe Corporation, as the case may be, to be summoned in such manner as the saidcourt directs.  If a majority in numberrepresenting three-fourths in value of the creditors or class of creditors,and/or of the stockholders or class of stockholders of the Corporation, as thecase may be, agree to any compromise or arrangement and to any reorganizationof the Corporation as consequence of such compromise or arrangement, the saidcompromise or arrangement and the said reorganization shall, if sanctioned bythe court to which the said application has been made, be binding on all thecreditors or class of creditors or class of creditors, and/or on all thestockholders or class of stockholders, of the Corporation, as the case may be,and also on the Corporation.

 

**TWELFTH.  **The Corporationreserves the right to amend its Certificate of Incorporation, and to therebychange or repeal any provision therein contained from time to time, in themanner prescribed at the time by statute, and all rights conferred uponstockholders by such Certificate of Incorporation are granted subject to thisreservation, except that any amendment or repeal of Article NINTH of thisCertificate of Incorporation, or of this Article, shall require the affirmativevote of the holders of at least 80% of the then outstanding voting stock of theCorporation.

 

***             *            *            ***

            4.             This RestatedCertificate of Incorporation was duly adopted in accordance with the provisionsof Section 245 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, said LodgeNet Entertainment Corporation has causedthis Restated Certificate of Incorporation to be signed by Scott C. Petersen,its President and its corporate seal to be hereunto affixed and attested byDaniel P. Johnson, its Secretary this 7th day of August, 2001.

 
|             |      |   |   |   |   |   | LodgeNet Entertainment  Corporation |
|------------------|-----------|--------|--------|--------|--------|--------|-------------------------------------|
|             |      |   |   |   |   |   |                                |   |
|             |      |   |   |   |   |   |                                |   |
| (Corporate Seal) |      |   |   |   |   |   |                                |
|             |      |   |   |   |   |   | By                                  |   |
|             |      |   |   |   |   |   |                                | President |
|             |      |   |   |   |   |   |                                |   |
| By               |      |   |   |   |   |   |                                |   |
|             | Secretary |   |   |   |   |   |                                |   |