LODGENET ENTERTAINMENT CORPORATION, a Delaware corporation, and COMPUTERSHARE INVESTOR SERVICES, LLC, a Delaware Limited Liability Company, Rights Agent Amended and Restated Rights Agreement Dated as of February 28, 2007Rights Agreement • March 14th, 2007 • Lodgenet Entertainment Corp • Communications services, nec • Delaware
THIS AMENDED AND RESTATED AGREEMENT is dated as of February 28, 2007 between LODGENET ENTERTAINMENT CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE INVESTOR SERVICES, LLC, a Delaware Limited Liability Company, as successor-in-interest to HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation (the “Rights Agent”).
ASSET PURCHASE AGREEMENT By and Between StayOnline, Inc., a Delaware corporation as Seller and LodgeNet Entertainment Corporation, a Delaware corporation as BuyerAsset Purchase Agreement • March 14th, 2007 • Lodgenet Entertainment Corp • Communications services, nec • Delaware
This Asset Purchase Agreement (this “Agreement”), is made as of November 14, 2006, by and between StayOnline, Inc., a Delaware corporation with its principal executive offices at 120 Interstate North Parkway, Suite 160, Atlanta, Georgia 30339 (“Seller”), and LodgeNet Entertainment Corporation, a Delaware corporation with principal executive offices at 3900 West Innovation Street, Sioux Falls, South Dakota 57107 (“Buyer”).
STOCK PURCHASE AGREEMENT by and among LODGENET ENTERTAINMENT CORPORATION and LIBERTY SATELLITE & TECHNOLOGY, INC. and LIBERTY MEDIA CORPORATION December 13, 2006Stock Purchase Agreement • March 14th, 2007 • Lodgenet Entertainment Corp • Communications services, nec • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 13, 2006 (the “Agreement Date”), by and among LodgeNet Entertainment Corporation, a Delaware corporation (“Buyer”), Liberty Satellite & Technology, Inc., a Delaware corporation (“Seller”), and Liberty Media Corporation, a Delaware corporation (“Liberty”). Buyer, Liberty and Seller are referred to individually as a “Party” and collectively as the “Parties.”
LODGENET ENTERTAINMENT CORPORATION SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 14th, 2007 • Lodgenet Entertainment Corp • Communications services, nec
This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October , 2006 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.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 14th, 2007 • Lodgenet Entertainment Corp • Communications services, nec • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of January 15, 2007, among LodgeNet StayOnline, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of LodgeNet Entertainment Corporation (or its permitted successor), a Deleaware corporation (the “Company”), LodgeNet Entertainment Corporation, a Delaware corporation (the “Issuer”) and HSBC Bank USA, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).
STOCK PURCHASE AGREEMENT by and between LODGENET ENTERTAINMENT CORPORATION and PAR INVESTMENT PARTNERS, L.P. December 7, 2006Stock Purchase Agreement • March 14th, 2007 • Lodgenet Entertainment Corp • Communications services, nec • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 7, 2006 (the “Agreement Date”), by and between LodgeNet Entertainment Corporation, a Delaware corporation (“Seller” or “LodgeNet”), and PAR Investment Partners, L.P., a Delaware limited partnership (“Buyer”; Buyer and Seller are referred to individually as a “Party” and collectively as the “Parties.”)
LODGENET ENTERTAINMENT CORPORATION EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 14th, 2007 • Lodgenet Entertainment Corp • Communications services, nec • New York
This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 13, 2006 and entered into by and between LODGENET ENTERTAINMENT CORPORATION, a Delaware corporation (“Borrower”) and, for purposes of Section 4 hereof, LODGENET STAYONLINE, INC., a Delaware corporation (“Guarantor”), 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.
STOCKHOLDERS AGREEMENTStockholders Agreement • March 14th, 2007 • Lodgenet Entertainment Corp • Communications services, nec • Delaware
This Stockholders Agreement (this “Agreement”) is entered into as of December 13, 2006, by and among LodgeNet Entertainment Corporation, a Delaware corporation (“LodgeNet”), Liberty Satellite & Technology, Inc., a Delaware corporation (“Liberty Satellite”), and Liberty Media Corporation, a Delaware corporation (“Liberty Media”).
