**EXHIBIT 10.29**
**LODGENET ENTERTAINMENT CORPORATION**
**THIRD AMENDMENT TO CREDIT AGREEMENT**
     This **THIRD AMENDMENT TO CREDIT AGREEMENT**(this “**Amendment**”) is dated as ofJanuary 13, 2004 and entered into by and between **LODGENET ENTERTAINMENTCORPORATION**, a Delaware corporation (“**Borrower**”) and **CANADIAN IMPERIAL BANK OFCOMMERCE**, as administrative agent for the Lenders (in such capacity,“**Administrative Agent**”), and is made with reference to that certain CreditAgreement dated as of August 29, 2001, as amended (the “**Credit Agreement**”), byand among Borrower, the Lenders named therein, Administrative Agent, theSyndication Agent named therein, the Co-Documentation Agents named therein, theCo-Lead Arrangers named therein and the Swing Line Lender 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 amend the Credit Agreement toreduce 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 deletingclause (a) in the definition of “Applicable LIBOR Margin” and inserting in lieuthereof 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 thesatisfaction of all of the following conditions precedent (the date ofsatisfaction of such conditions being referred to herein as the “**AmendmentEffective Date**”):
     A.     On or before the Amendment Effective Date, Borrower shall deliver toLenders (or to Administrative Agent for Lenders with sufficient originallyexecuted copies, where appropriate, for each Lender and its counsel) copies ofthis Amendment, executed by Borrower.
     B.     On or before the Amendment Effective Date, all corporate and otherproceedings taken or to be taken in connection with the transactionscontemplated hereby and all documents incidental thereto not previously foundacceptable by Administrative Agent, acting on behalf of
 

 

Lenders, and its counsel shall be satisfactory in form and substance toAdministrative Agent and such counsel, and Administrative Agent and suchcounsel shall have received all such counterpart originals or certified copiesof such documents as Administrative Agent may reasonably request.
     C.     On or before the Amendment Effective Date, Administrative Agent shallhave received an executed consent to this Amendment in the form attached heretoas **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 theCredit Agreement in the manner provided herein, Borrower represents andwarrants to each Lender that the following statements are true, correct andcomplete:
     A.     **Corporate Power and Authority**. Borrower has all requisite corporatepower and authority to enter into this Amendment and to carry out thetransactions contemplated by, and perform its obligations under, the CreditAgreement as amended by this Amendment (the “**Amended Agreement**”).
     B.     **Authorization of Agreements**. The execution and delivery of thisAmendment and the performance of the Amended Agreement have been dulyauthorized by all necessary corporate action on the part of Borrower.
     C.     **No Conflict**. The execution and delivery by Borrower of this Amendmentand 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 regulationapplicable to Borrower or any of its Subsidiaries, the Certificate or Articlesof 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 onBorrower or any of its Subsidiaries; (ii) conflict with, result in a breach ofor constitute (with due notice or lapse of time or both) a default under anyContractual Obligation of Borrower or any of its Subsidiaries; (iii) result inor 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 ofstockholders or any approval or consent of any Person under any ContractualObligation of Borrower or any of its Subsidiaries.
     D.     **Governmental Consents**. The execution and delivery by Borrower of thisAmendment and the performance by Borrower of the Amended Agreement do not andwill not require any registration with, consent or approval of, or notice to,or other action to, with or by, any federal, state or other governmentalauthority or regulatory body.
     E.     **Binding Obligation**. This Amendment and the Amended Agreement have beenduly executed and delivered by Borrower and are the legally valid and bindingobligations of Borrower, enforceable against Borrower in accordance with theirrespective terms, except as
 

 

maybe limited by bankruptcy, insolvency, reorganization, moratorium orsimilar laws relating to or limiting creditors’ rights generally or byequitable principles relating to enforceability.
     F.     **Incorporation of Representations and Warranties From Credit Agreement**.The representations and warranties contained in Section 5 of the CreditAgreement are and will be true, correct and complete in all material respectson and as of the Amendment Effective Date to the same extent as though made onand as of that date, except to the extent such representations and warrantiesspecifically relate to an earlier date, in which case they were true, correctand complete in all material respects on and as of such earlier date.
     G.     **Absence of Default**. No event has occurred and is continuing or willresult from the consummation of the transactions contemplated by this Amendmentthat 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 LoanDocuments.**
     (i)  On and after the Amendment Effective Date, each reference in theCredit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or wordsof like import referring to the Credit Agreement, and each reference in theother Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” orwords of like import referring to the Credit Agreement shall mean and be areference to the Amended Agreement.
     (ii)  Except as specifically amended by this Amendment, the CreditAgreement and the other Loan Documents shall remain in full force and effectand 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 orany Lender under, the Credit Agreement or any of the other Loan Documents.
     B.     **Fees and Expenses**. Borrower acknowledges that all costs, fees andexpenses as described in subsection 10.2 of the Credit Agreement incurred byAdministrative Agent and its counsel with respect to this Amendment and thedocuments and transactions contemplated hereby shall be for the account ofBorrower.
     C.     **Headings**. Section and subsection headings in this Amendment areincluded herein for convenience of reference only and shall not constitute apart of this Amendment for any other purpose or be given any substantiveeffect.
     D.     **Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THEPARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED INACCORDANCE WITH, THE**
 

 

**INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATIONSECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THESTATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWSPRINCIPLES.**
     E.     **Counterparts; Effectiveness**. This Amendment may be executed in anynumber of counterparts and by different parties hereto in separatecounterparts, each of which when so executed and delivered shall be deemed anoriginal, but all such counterparts together shall constitute but one and thesame instrument; signature pages may be detached from multiple separatecounterparts and attached to a single counterpart so that all signature pagesare physically attached to the same document. This Amendment (other than theprovisions of Section 1 hereof, the effectiveness of which is governed bySection 2 hereof) shall become effective upon the execution of a counterparthereof by Borrower and Administrative Agent and the execution of a LenderConsent by consenting Lenders and receipt by Borrower and Administrative Agentof written or telephonic notification of such execution and authorization ofdelivery thereof.
(remainder of page intentionally left blank)
 

 

     **IN WITNESS WHEREOF**, the parties hereto have caused this Amendment to beduly executed and delivered by their respective officers thereunto dulyauthorized as of the date first written above.       **LODGENET ENTERTAINMENT**