Exhibit 10.25
June 30, 1998
AMENDMENT NO. 1
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 1 to Amended and Restated Credit Agreement is dated as
of March 20, by and among LODGENET ENTERTAINMENT CORPORATION, a Delaware
corporation (the "Borrower"), the Banks named in the Credit Agreement referred
to below (the "Banks"), NATIONAL WESTMINSTER BANK PLC, individually and as Agent
and Arranger for the Banks, THE FIRST NATIONAL BANK OF BOSTON, individually and
as Co-Agent for the Banks, and NATIONAL WESTMINSTER BANK OF CANADA, as an
Issuing Bank.
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Agent, the Co-Agent and Issuing Bank
are parties to that certain Amended and Restated Credit Agreement dated as of
December 12, 1996 (the "Agreement");
WHEREAS, the Borrower and the Banks desire to amend the Agreement in
certain respects;
NOW, THEREFORE, in consideration of the premises herein contained, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
I. DEFINED TERMS.
Each capitalized term used herein but not otherwise defined herein shall
have the meaning ascribed to such term in the Agreement.
II. AMENDMENT OF AGREEMENT.
The Agreement is amended as follows:
1. The definition of "Affiliate" in Article 1 of the Agreement is hereby
amended by deleting the entire proviso clause beginning in the sixth line of
such definition and inserting a period after the phrase "contract or otherwise)"
in the sixth line.
2. Article 1 of the Agreement is hereby further amended by adding the
following proviso clause at the end of the definition "Leases":
; PROVIDED, HOWEVER, that "Leases" shall not be deemed to include
video service leases and similar agreement utilized by the Borrower or
its Subsidiaries in the ordinary course of business for the purpose of
obtaining the right to deliver cable television programming and/or
other interactive, multimedia entertainment and information services
to specific customer properties.
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3. The table contained in subsection 6.9(a) of the Agreement is hereby
amended in its entirety to read as follows:
During each Fiscal Quarter
Ending in Each of the
Following Periods Maximum Total Leverage
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from the Closing Date through
June 30, 1998 5.75 to 1
from July 1, 1998 through
June 30, 1999 5.50 to 1
from July 1, 1999 through
June 30, 2000 4.75 to 1
from July 1, 2000 and
continuing thereafter 4.25 to 1
4. The table contained in subsection 6.9(b) of the Agreement is hereby
amended in its entirety to read as follows:
Fiscal Period Minimum Interest Coverage
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On fiscal quarter ending
March 31, 1997 1.25 to 1
Two fiscal quarters ending
June 30, 1997 1.50 to 1
Three fiscal quarters ending
September 30, 1997 1.50 to 1
Four fiscal quarters ending
at each of the following dates:
December 31, 1997; March 31,
1998; and June 30, 1998 1.75 to 1
Four fiscal quarters ending
at each of the following dates:
September 30, 1998; December 31,
1998; March 31, 1999; and
June 30, 1999 1.88 to 1
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Four fiscal quarters ending at
each of the following dates:
September 30, 1999 and December 31,
1999; and March 31, June 30,
September 30 and December 31
in each of the fiscal years
2000, 2001 and 2002 2.00 to 1
5. Subsection 7.1(e) of the Agreement is hereby amended by substituting
the figure "$15,000,000" for "$5,000,000" in the third line thereof.
6. Subsection 7.9(b) of the Agreement is hereby amended in its entirety
to read as follows:
(b) Investments in the form of (i) loans or advances to directors,
officers or employees of the Borrower or any Subsidiary, or guarantees
or assumptions of the payment obligations of such Persons with respect
to such loans or advances, made for the purpose of financing the
exercise of stock options or similar instruments issued by the
Borrower to such Persons (and the payment of taxes related thereto in
an aggregate amount not exceeding $3,000,000), which loans or advances
are secured by, and repayable out of the proceeds of any sale of, the
stock issued upon exercise of such options; PROVIDED that the terms of
any such loan, advance, guarantee or assumption have been approved by
the Compensation Committee of the Borrower, and (ii) other loans to
employees of the Borrower or any Subsidiary not exceeding $60,000 to
any one employee, or $250,000 in the aggregate to all employees, in
principal amount at any time outstanding.
III. REPRESENTATIONS.
In order to induce the Banks, the Agent, the Co-Agent and Issuing Bank to
enter into this Amendment, the Borrower represents and warrants that:
1. There exists no Default or Event of Default on the date hereof.
2. The execution and delivery by the Borrower of this Amendment No. 1 has
been duly authorized by all requisite corporate proceedings and this Amendment
No. 1 and the Agreement, as amended by this Amendment No. 1, constitute the
legal, valid and binding obligations of the Borrower.
IV. EFFECTIVENESS.
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This Amendment No. 1 shall become effective as of the date first above
written (the "Effective Date") upon receipt by the Agent of counterparts of this
Amendment No. 1 duly executed by the Borrower and the Majority Banks.
V. RATIFICATION.
Except as specifically set forth above, the Agreement shall remain
unaltered and in full force and effect and the respective terms, conditions and
covenants thereof are hereby ratified and confirmed in all respects.
VI. REFERENCE TO AGREEMENT.
Upon the effectiveness of this Amendment No. 1, each reference in the
Agreement to "this Agreement", "hereof", "herein" or "hereunder" or words of
like import, and all references to the Agreement in any of the other Loan
Documents, shall mean and be a reference to the Agreement as amended hereby.
VII. EXECUTION IN COUNTERPARTS.
This Amendment No. 1 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 to be an original and all of which taken
together shall constitute one and the same agreement.
VIII. GOVERNING LAW.
This Amendment No. 1 shall be governed by, enforced and construed in
accordance with the internal laws, without regard to conflicts of law
provisions, of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date first above written.
LODGENET ENTERTAINMENT CORPORATION
By:
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Title:
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NATIONAL WESTMINISTER BANK PLC, as Agent and
as a Bank
By:
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Title:
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THE FIRST NATIONAL BANK OF BOSTON, as Co-Agent
and as a Bank
By:
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Title:
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FIRST BANK NATIONAL ASSOCIATION
By:
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Title:
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MERCANTILE BANK OF ST. LOUIS N.A.
By:
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Title:
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UNION BANK OF CALIFORNIA, N.A.
By:
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Title:
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CORESTATE BANK, N.A.
By:
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Title:
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FIRST HAWAIIAN BANK
By:
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Title:
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