**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, 2006and entered into by and between **LODGENET ENTERTAINMENT CORPORATION,**a Delaware corporation**(“Borrower”)**and, for purposes of Section 4hereof, **LODGENET STAYONLINE, INC.,**a Delawarecorporation **(“Guarantor”), and CANADIAN IMPERIAL BANK OF COMMERCE,**as administrative agent for theLenders (in such capacity, **“Administrative Agent”),**and is made with reference to that certainCredit Agreement dated as of August 29, 2001, as amended (the **“Credit Agreement”),**by and amongBorrower, the Lenders named therein, Administrative Agent, the Syndication Agent named therein, theCo-Documentation Agents named therein, the Co-Lead Arrangers named therein and the Swing LineLender named therein. Capitalized terms used herein without definition shall have the same meaningsherein as set forth in the Credit Agreement.**RECITALS**     WHEREAS, Borrower and Lenders desire to make certain amendments to the Credit Agreement asprovided for herein;     **NOW, THEREFORE,**in consideration of the premises and the agreements, provisions andcovenants 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 itsentirety and by inserting in lieu thereof the following:“(vi) so long as no Potential Event of Default or Event of Default has occurredand is continuing at the time of such Investment, Borrower and its DomesticSubsidiaries that are Subsidiary Guarantors may make and own (a) Investments inAscent Entertainment Group, Inc., owner of 100% of the issued and outstanding shares of capital stock of On Command Corporation and (b) other Investments in anaggregate 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 thefollowing conditions precedent (the date of satisfaction of such conditions being referred toherein as the **“Amendment Effective Date”):**
 

 
     **A.** Onor before the Amendment Effective Date, Borrower shall deliver to Lenders (or toAdministrative Agent for Lenders with sufficient originally executed copies, where appropriate, foreach 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 tobe taken in connection with the transactions contemplated hereby and all documents incidentalthereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, andits 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 orcertified copies of such documents as Administrative Agent may reasonably request.     **C.** Onor before the Amendment Effective Date, Administrative Agent shall have received anexecuted 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 inthe manner provided herein, Borrower represents and warrants to each Lender that the followingstatements are true, correct and complete:     **A. Corporate Power and Authority.**Borrower has all requisite corporate power and authority toenter into this Amendment and to carry out the transactionscontemplated by, and perform itsobligations under, the Credit Agreement as amended by this Amendment (the **“Amended Agreement”).**     **B. Authorization of Agreements.**The execution and delivery of this Amendment and theperformance of the Amended Agreement have been duly authorized by all necessary corporate action onthe part of Borrower.     **C. No Conflict.**The execution and delivery by Borrower of this Amendment and the performanceby Borrower of the Amended Agreement do not and will not (i) violate any provision of any law orany governmental rule or regulation applicable to Borrower or any of its Subsidiaries, theCertificate or Articles of Incorporation or Bylaws of Borrower or any of its Subsidiaries or anyorder, judgment or decree of any court or other agency of government binding on Borrower or any ofits Subsidiaries; (ii) conflict with, result in a breach of or constitute (with due notice or lapseof 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 orassets of Borrower or any of its Subsidiaries; or (iv) require any approval of stockholders or anyapproval or consent of any Person under any Contractual Obligation of Borrower or any of itsSubsidiaries.     **D. Governmental Consents.**The execution and delivery by Borrower of this Amendment and theperformance by Borrower of the Amended Agreement do not and
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will notrequire 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 anddelivered by Borrower and are the legally valid and binding obligations of Borrower, enforceableagainst Borrower in accordance with their respective terms, except as may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws relating to orlimiting creditors’ rightsgenerally or by equitable principles relating to enforceability.     **F. Incorporation of Representations and Warranties From Credit Agreement.**The representationsand warranties contained in Section 5 of the Credit Agreement are and will be true, correct andcomplete in all material respects on and as of the Amendment Effective Date to the same extent asthough made on and as of that date, except to the extent such representations and warrantiesspecifically relate to an earlier date, in which case they were true, correct and complete in allmaterial respects on and as of such earlier date.     **G. Absence of Default.**No event has occurred and is continuing or will result from theconsummation of the transactions contemplated by this Amendment that would constitute an Event ofDefault 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 termsthereof and further hereby confirms and agrees that, notwithstanding the effectiveness of thisAgreement, the obligations of Guarantor under the Loan Documents shall not be impaired or affectedand each of the Loan Documents is, and shall continue to be, in full force and effect and is herebyconfirmed 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 CreditAgreement, 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 referenceto the Amended Agreement.     (ii) Except as specifically amended by this Amendment, the Credit Agreement and theother Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.     (iii) Theexecution, delivery and performance of this Amendment shall not, except asexpressly 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 CreditAgreement or any of the other Loan Documents.     **B. Fees and Expenses.**Borrower acknowledges that all costs, fees and expenses as described insubsection 10.2 of the Credit Agreement incurred by Administrative Agent and its counsel withrespect to this Amendment and the documents and transactions contemplated hereby shall be for theaccount of Borrower.     **C. Headings.**Section and subsection headings in this Amendment are included herein forconvenience of reference only and shall not constitute a part of this Amendment for any otherpurpose or be given any substantive effect.     **D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDERSHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OFTHE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWOF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.**     **E. Counterparts; Effectiveness.**This Amendment may be executed in any number of counterpartsand by different parties hereto in separate counterparts, each of which when so executed anddelivered shall be deemed an original, but all such counterparts together shall constitute but oneand the same instrument; signature pages may be detached from multiple separate counterparts andattached to a single counterpart so that all signature pages are physically attached to the samedocument.(remainder of page intentionally left blank)
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     **IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be duly executedand delivered by their respective officers thereunto duly authorized as of the date first writtenabove.         **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