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13-10238               Doc 1           Filed 01/27/13                  Entered 01/27/13 16:27:55                                DocketDocument Filed: 1/27/2013
                                                                                                                                             Main #0001 Date Pg
B1 (Official Form 1) (12/11)
                                                                                       1 of 20
                                                  United States Bankruptcy Court
                                                  Southern District of New York                                                                             Voluntary Petition

Name of Debtor (if individual, enter Last, First, Middle):                                        Name of Joint Debtor (Spouse) (Last, First, Middle):
LodgeNet Interactive Corporation                                                                  N/A

All Other Names used by the Debtor in the last 8 years                                            All Other Names used by the Joint Debtor in the last 8 years
(include married, maiden, and trade names):                                                       (include married, maiden, and trade names):
LodgeNet Entertainment Corporation and LodgeNet                                                   N/A
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN                     Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN
(if more than one, state all):                                                                    (if more than one, state all):
46-0371161                                                                                        N/A

Street Address of Debtor (No. and Street, City, and State):                                       Street Address of Joint Debtor (No. and Street, City, and State):
3900 W. Innovation Street                                                                         N/A
Sioux Falls, South Dakota
                                                                ZIP CODE 57107                                                                                          ZIP CODE N/A
County of Residence or of the Principal Place of Business:                                        County of Residence or of the Principal Place of Business:
Minnehaha, South Dakota                                                                           N/A
Mailing Address of Debtor (if different from street address):                                     Mailing Address of Joint Debtor (if different from street address):
                                                                                                  N/A
                                                                ZIP CODE                                                                                                ZIP CODE N/A
Location of Principal Assets of Business Debtor (if different from street address above):
200 Petro Avenue, Sioux Falls, South Dakota 57107 and 50 W. San Fernando Street, San Jose, California 95113                                                             ZIP CODE
                       Type of Debtor                                      Nature of Business                                      Chapter of Bankruptcy Code Under Which
                      (Form of Organization)                    (Check one box.)                                                      the Petition is Filed (Check one box)
                         (Check one box.)
                                                                     Health Care Business
    Individual (includes Joint Debtors)                              Single Asset Real Estate as defined in            Chapter 7                    Chapter 15 Petition for Recognition of a
    See Exhibit D on page 2 of this form.                            11 U.S.C. § 101 (51B)                             Chapter 9                    Foreign Main Proceeding
    Corporation (includes LLC and LLP)                               Railroad                                          Chapter 11                   Chapter 15 Petition for Recognition of a
    Partnership                                                      Stockbroker                                       Chapter 12                   Foreign Nonmain Proceeding
    Other (If debtor is not one of the above entities, check         Commodity Broker                                  Chapter 13
    this box and state type of entity below.)                        Clearing Bank
    ____________________________________________                     Other
                      Chapter 15 Debtors                                     Tax-Exempt Entity                                                   Nature of Debts
Country of debtor’s center of main interests:                             (Check box, if applicable)                         (Check one box.)
                                                                       Debtor is a tax-exempt organization             Debts are primarily consumer                        Debts are primarily
Each country in which a foreign proceeding by, regarding, or           under title 26 of the United States             debts, defined in 11 U.S.C .                        business debts.
against debtor is pending:                                             Code (the Internal Revenue Code).               § 101(8) as “incurred by an
                                                                                                                       individual primarily for a personal,
                                                                                                                       family, or household purpose.”
                               Filing Fee (Check one box)                                                                       Chapter 11 Debtors
       Full Filing Fee attached                                                                   Check one box:
       Filing Fee to be paid in installments (applicable to individuals only). Must                   Debtor is a small business debtor as defined in 11 U.S.C. § 101(51D).
       attach signed application for the court’s consideration certifying that the                    Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D).
       debtor is unable to pay fee except in installments. Rule 1006(b). See Official
                                                                                                  Check if:
       Form 3A.
                                                                                                     Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to
       Filing Fee waiver requested (applicable to chapter 7 individuals only). Must                  insiders or affiliates) are less than $2,343,300 (amount subject to adjustment
       attach signed application for the court’s consideration. See Official Form 3B.                on 4/01/13 and every three years thereafter).
                                                                                                  – – – – – – – – – – – – – – – – – – – –
                                                                                                  Check all applicable boxes:
                                                                                                       A plan is being filed with this petition.
                                                                                                       Acceptances of the plan were solicited prepetition from one or more classes
                                                                                                       of creditors, in accordance with 11 U.S.C. § 1126(b).
Statistical/Administrative Information                                                                                                                                        THIS SPACE IS
       Debtor estimates that funds will be available for distribution to unsecured creditors.                                                                                  FOR COURT
       Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for                                      USE ONLY
       distribution to unsecured creditors.

Estimated Number of Creditors (Consolidated with those affiliates that have simultaneously commenced chapter 11 cases.)

1-49          50-99            100-199          200-999         1000-5000        5,001-10,000     10,001-25,000     25,001-50,000       50,001-          Over 100,000
                                                                                                                                        100,000
Estimated Assets (Consolidated with those affiliates that have simultaneously commenced chapter 11 cases.)

$0 to         $50,001 to       $100,001 to      $500,001 to     $1,000,001       $10,000,001      $50,000,001       $100,000,001        $500,000,001     More than
$50,000       $100,000         $500,000         $1 million      to $10           to $50 million   to $100           to $500             to $1 billion    $1 billion
                                                                million                           million           million
Estimated Liabilities (Consolidated with those affiliates that have simultaneously commenced chapter 11 cases.)



                                                                                                                           ¨1¤?"F-!;                  !¥«
$0 to         $50,001 to       $100,001 to      $500,001 to     $1,000,001       $10,000,001      $50,000,001       $100,000,001        $500,000,001     More than
$50,000       $100,000         $500,000         $1 million      to $10           to $50 million   to $100           to $500             to $1 billion    $1 billion
                                                                million                           million           million
US_ACTIVE:441231821459848.0004
                                                                                                                               1310238130127000000000001
13-10238             Doc 1            Filed 01/27/13                    Entered 01/27/13 16:27:55                                 Main Document                           Pg
B1 (Official Form 1) (12/11)
                                                                                        2 of 20                                                                                             Page 2
 Voluntary Petition                                                                                  Name of Debtor(s):
 (This page must be completed and filed in every case)                                               LodgeNet Interactive Corporation
                                                All Prior Bankruptcy Case Filed Within Last 8 Years (If more than two, attach additional sheet)
 Location                                                                                          Case Number:                                                       Date Filed:
 Where Filed:        N/A                                                                           N/A                                                                N/A
                                Pending Bankruptcy Case Filed by any Spouse, Partner or Affiliate of this Debtor (If more than one, attach additional sheet)
 Name of Debtor:                                                                                   Case Number:                                                       Date Filed:
 See Schedule 1 attached hereto.                                                                   See Schedule 1 attached hereto.                                    See Schedule 1 attached
                                                                                                                                                                      hereto.
 District:                                                                                         Relationship:                                                      Judge:
 Southern District of New York                                                                     Affiliates                                                         Pending

                                         Exhibit A                                                                                              Exhibit B
                                                                                                                             (To be completed if debtor is an individual
 (To be completed if debtor is required to file periodic reports (e.g., forms 10K                                            whose debts are primarily consumer debts)
 and 10Q) with the Securities and Exchange Commission pursuant to
 Section 13 or 15(d) of the Securities Exchange Act of 1934 and is requesting
 relief under chapter 11.)
                                                                                                                                      NOT APPLICABLE
                                                                                                   I, the attorney for the petitioner named in the foregoing petition, declare that I have
                                                                                                   informed the petitioner that [he or she] may proceed under chapter 7, 11, 12, or 13
                                                                                                   of title 11, United States Code, and have explained the relief available under each
                                                                                                   such chapter. I further certify that I delivered to the debtor the notice required by
        Exhibit A is attached and made a part of this petition.
                                                                                                   § 342(b).

                                                                                                      X
                                                                                                       Signature of Attorney for Debtor(s)                                (Date)

                                                                                              Exhibit C
 Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?
       Yes, and Exhibit C is attached and made a part of this petition.
       No.

                                                                                              Exhibit D

                                                                                    NOT APPLICABLE
 (To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)
       Exhibit D, completed and signed by the debtor, is attached and made a part of this petition.
 If this is a joint petition:
       Exhibit D, also completed and signed by the joint debtor, is attached and made a part of this petition.

                                                                       Information Regarding the Debtor Venue
                                                                                      (Check any applicable box)
                         Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately
                         preceding the date of this petition or for a longer part of such 180 days than in any other District.

                         There is a bankruptcy case concerning debtor’s affiliate, general partner, or partnership pending in this District.

                         Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no
                         principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or
                         the interests of the parties will be served in regard to the relief sought in this District.

                                                  Certification by a Debtor Who Resides as a Tenant of Residential Property
                                                                                     (Check all applicable boxes)

                                                                                 NOT APPLICABLE
                         Landlord has a judgment against the debtor for possession of debtor’s residence. (If box checked, complete the following.)

                                                                                    (Name of landlord than obtained judgment)



                                                                                    (Address of landlord)


                         Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire
                         monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and


                         Debtor has included in this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the
                         petition.


                         Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(1)).


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B1 (Official Form) 1 (12/11)
                                                                                                         3 of 20                                                                                     Page 3

 Voluntary Petition                                                                                               Name of Debtor(s): LodgeNet Interactive Corporation
 (This page must be completed and filed in every case)

                                                                                                            Signatures
                        Signature(s) of Debtor(s) (Individual/Joint)                                                                      Signature of a Foreign Representative
 I declare under penalty of perjury that the information provided in this petition                                    I declare under penalty of perjury that the information provided in this petition is
 is true and correct.                                                                                                 true and correct, that I am the foreign representative of a debtor in a foreign
 [If petitioner is an individual whose debts are primarily consumer debts and                                         proceeding, and that I am authorized to file this petition.
 has chosen to file under chapter 7] I am aware that I may proceed under
 chapter 7, 11, 12 or 13 of title 11, United States Code, understand the relief                                       (Check only one box.)
 available under each such chapter, and choose to proceed under chapter 7.
 [If no attorney represents me and no bankruptcy petition preparer signs the                                              I request relief in accordance with chapter 15 of title 11, United States Code.
 petition] I have obtained and read the notice required by 11 U.S.C. § 342(b).                                            Certified copies of the documents required by 11 U.S.C. § 1515 are attached.

                                                                                                                          Pursuant to 11 U.S.C. § 1511, I request relief in accordance with the chapter
 I request relief in accordance with the chapter of title 11, United States Code,                                         of title 11 specified in this petition. A certified copy of the order granting
 specified in this petition.                                                                                              recognition of the foreign main proceeding is attached.

 X
     Signature of Debtor                                                                                          X
                                                                                                                          (Signature of Foreign Representative)
 X
     Signature of Joint Debtor
                                                                                                                          (Printed Name of Foreign Representative)

     Telephone Number (If not represented by attorney)
                                                                                                                          Date

     Date

                                       Signature of Attorney*                                                                    Signature of Non-Attorney Bankruptcy Petition Preparer
                                                                                                                  I declare under penalty of perjury that: (1) I am a bankruptcy petition preparer as
 X /s/ Gary T. Holtzer
                                                                                                                  defined in 11 U.S.C. § 110; (2) I prepared this document for compensation and
   Signature of Attorney for Debtor(s)
                                                                                                                  have provided the debtor with a copy of this document and the notices and
                                                                                                                  information required under 11 U.S.C. §§ 110(b), 110(h), and 342(b); and (3) if
     Gary T. Holtzer                                                                                              rules or guidelines have been promulgated pursuant to 11 U.S.C. § 110(h) setting a
     Printed Name of Attorney for Debtor(s)                                                                       maximum fee for services chargeable by bankruptcy petition preparers, I have
                                                                                                                  given the debtor notice of the maximum amount before preparing any document for
     Weil, Gotshal & Manges LLP                                                                                   filing for a debtor or accepting any fee from the debtor, as required in that section.
     Firm Name                                                                                                    Official Form 19 is attached.
                                                                                                                          ______________________________________________________________
     767 Fifth Avenue                                                                                                     Printed Name and title, if any, of Bankruptcy Petition Preparer
     Address
                                                                                                                          ______________________________________________________________
     New York, New York 10153                                                                                             Social-Security number (If the bankruptcy petition preparer is not an
                                                                                                                          individual, state the Social-Security number of the officer, principal,
                                                                                                                          responsible person or partner of the bankruptcy petition preparer.) (Required
     (212) 310-8000                                                                                                       by 11 U.S.C. § 110.)
     Telephone Number

                                                                                                                          Address
     January 27, 2013
     Date
 * In a case in which § 707(b)(4)(D) applies, this signature also constitutes a certification that the attorney
 has no knowledge after an inquiry that the information in the schedules is incorrect.                            X
                                                                                                                          Signature
                     Signature of Debtor (Corporation/Partnership)
 I declare under penalty of perjury that the information provided in this petition                                        Date
 is true and correct, and that I have been authorized to file this petition on
 behalf of the debtor.                                                                                            Signature of bankruptcy petition preparer or officer, principal, responsible person,
                                                                                                                  or partner whose Social-Security number is provided above.
 The debtor requests the relief in accordance with the chapter of title 11, United                                Name and Social-Security numbers of all other individuals who prepared or
 States Code, specified in this petition.                                                                         assisted in preparing this document unless the bankruptcy petition preparer is not
                                                                                                                  an individual.

 X /s/ James G. Naro                                                                                              If more than one person prepared this document, attach additional sheets
   Signature of Authorized Individual                                                                             conforming to the appropriate official form for each person.
                                                                                                                  A bankruptcy petition preparer’s failure to comply with the provisions of title 11
     James G. Naro                                                                                                and the Federal Rules of Bankruptcy Procedure may result in fines or
     Printed Name of Authorized Individual                                                                        imprisonment or both. 11 U.S.C. § 110; 18 U.S.C. § 156.

     Co-Chief Executive Officer
     Title of Authorized Individual

     January 27, 2013
     Date

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                                       Schedule 1 to Chapter 11 Petition

                    On the date hereof, each of the affiliated entities listed below (including the debtor in this
   chapter 11 case) filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code
   in the United States Bankruptcy Court for the Southern District of New York (the “Court”). A motion
   will be filed with the Court requesting that the chapter 11 cases of the entities listed below be
   consolidated for procedural purposes only and jointly administered pursuant to Rule 1015(b) of the
   Federal Rules of Bankruptcy Procedure.


            COMPANY                    CASE NUMBER           DATE FILED               DISTRICT              Judge
                                                                                   Southern District
The Hotel Networks, Inc.               13-________( )       January 27, 2013                               Pending
                                                                                    of New York
                                                                                   Southern District
LodgeNet Interactive Corporation       13-________( )       January 27, 2013                               Pending
                                                                                    of New York
                                                                                   Southern District
LodgeNet StayOnline, Inc.              13-________( )       January 27, 2013                               Pending
                                                                                    of New York
                                                                                   Southern District
LodgeNet International, Inc.           13-________( )       January 27, 2013                               Pending
                                                                                    of New York
                                                                                   Southern District
On Command Corporation                 13-________( )       January 27, 2013                               Pending
                                                                                    of New York
                                                                                   Southern District
On Command Video Corporation           13-________( )       January 27, 2013                               Pending
                                                                                    of New York
                                                                                   Southern District
Hotel Digital Network, Inc.            13-________( )       January 27, 2013                               Pending
                                                                                    of New York
Puerto Rico Video Entertainment                                                    Southern District
                                       13-________( )       January 27, 2013                               Pending
Corporation                                                                         of New York
Virgin Islands Video Entertainment                                                 Southern District
                                       13-________( )       January 27, 2013                               Pending
Corporation                                                                         of New York
                                                                                   Southern District
Spectradyne International, Inc.        13-________( )       January 27, 2013                               Pending
                                                                                    of New York
                                                                                   Southern District
LodgeNet Healthcare, Inc.              13-________( )       January 27, 2013                               Pending
                                                                                    of New York




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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------------------------------------x
                                                               :
In re                                                          :         Chapter 11
                                                               :
LODGENET INTERACTIVE                                           :
CORPORATION                                                    :         Case No. 13-_____ (__)
                                                               :
                                    Debtor.                    :
----------------------------------------------------------------x


                               EXHIBIT “A” TO VOLUNTARY PETITION
         1.       If any of debtor’s securities are registered under Section 12 of the Securities and Exchange Act of
1934, the SEC file number is 0-22334.

        2.       The following financial data is the latest available information and refers to the debtor’s condition
on September 30, 2012.

         a.        Total assets                                                   $                      291,745,000

         b.        Total debts (including debts listed in 2.c., below)            $                      448,725,000

         c.        Debt securities held by more than 500 holders.

                                                                                                      Approximate
                                                                                                      number of
                                                                                                      holders
              secured          unsecured               subordinated              $___________
              secured          unsecured               subordinated              $___________
              secured          unsecured               subordinated              $___________
              secured          unsecured               subordinated              $___________
              secured          unsecured               subordinated              $___________

         d.        Number of shares of preferred stock                   57,000 (as of 12/31/12)

         e.        Number of shares of common stock                      26,832,000 (as of 12/31/12)

                   Comments, if any:



          3.       Brief description of debtor’s business: LodgeNet is a provider of interactive media services to the
hospitality industry in the United States, Canada and Mexico. Its primary offerings include cable television, on-
demand movies, internet access services and advertising services.

        4.       4. List the names of any person who directly or indirectly owns, controls, or holds, with power to
vote, 5% or more of the voting securities of debtor: Citigroup, DE Shaw, Penn Capital, and John Pecora.




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                               CERTIFICATE OF RESOLUTIONS OF
                             LODGENET INTERACTIVE CORPORATION

                                             January 27, 2013

              I, James G. Naro, a duly authorized officer of LodgeNet Interactive Corporation, a
Delaware corporation (the “Corporation”), hereby certify that the following resolutions were
duly adopted by the Board of Directors of the Corporation (the “Board”) at the Board meeting of
the Corporation held on January 25, 2013 in accordance with the requirements of the Delaware
General Corporation Law and the Corporation’s charter and bylaws, and that such resolutions
have not been altered, amended, or rescinded and are still in full force and effect as of the date
hereof.

        WHEREAS, the Board of the Corporation has determined that it is desirable and in the
best interests of the Corporation, its creditors, employees, and other interested parties to file a
petition seeking relief under the provisions of chapter 11 of title 11 of the United States Code
(the “Bankruptcy Code”); now therefore be it

       RESOLVED, that the Chief Executive Officer, Chief Financial Officer, the Secretary, the
General Counsel, the Strategic Planning Officers, and any other person designated and so
authorized to act on behalf of the Corporation by the aforementioned officers (each, an
“Authorized Person”), be and each hereby is, authorized, empowered, and directed, in the name
and on behalf of the Corporation, to execute and verify a petition under chapter 11, together with
the previously approved Plan of Reorganization and Disclosure Statement dated January 4, 2013,
thereby commencing a case under chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”)
and to cause the same to be filed in the Bankruptcy Court of the Southern District of New York
(the “Bankruptcy Court”) at such time as the Authorized Person executing the petition shall
determine; and further

        RESOLVED, that the law firm of Weil, Gotshal & Manges LLP be, and hereby is,
engaged as attorneys for the Corporation under a general retainer in the Chapter 11 Case, subject
to the approval of the Bankruptcy Court; and further

        RESOLVED, that Kurtzman Carson Consultants LLC be, and hereby is, engaged as
claims and noticing agent for the Corporation under a general retainer in the Chapter 11 Case,
subject to the approval of the Bankruptcy Court; and further

       RESOLVED, that the firm of Miller Buckfire & Co., LLC is hereby engaged as financial
advisor and investment banker for the Corporation in the Chapter 11 Case, subject to the
approval of the Bankruptcy Court; and further

        RESOLVED, that the firm of FTI Consulting, Inc. is hereby engaged as financial advisor
for the Corporation in the Chapter 11 Case, subject to the approval of the Bankruptcy Court; and
further




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        RESOLVED, that the firm of Moorgate Partners is hereby engaged as investment banker
for the Corporation in the Chapter 11 Case, subject to the approval of the Bankruptcy Court; and
further

       RESOLVED, that the firm of Leonard, Street and Deinard is hereby engaged as general
corporate counsel for the Corporation in the Chapter 11 Case, subject to the approval of the
Bankruptcy Court; and further

        RESOLVED, that each Authorized Person be, and hereby is, authorized, empowered, and
directed to: (i) execute and file the petition, all schedules, motions, lists, applications, pleadings,
and other papers and, in connection therewith, to employ and retain assistance by legal counsel,
accountants, financial advisors, and other professionals, (ii) negotiate, execute, and deliver a
debtor in possession loan facility, and (iii) perform any and all further acts and deeds that such
Authorized Persons deem necessary, proper, or desirable in connection with the Chapter 11 Case,
with a view to the successful prosecution of such case; and further

        RESOLVED, that in connection with the Chapter 11 Case, (a) the Board authorizes and
approves (i) the execution, delivery and performance of a debtor-in-possession credit agreement
(the “Credit Agreement”) by the Corporation, substantially on the terms of the draft Credit
Agreement which has been provided to the Board and with such changes thereto as the
Authorized Persons executing the same shall approve, and any security agreements, guarantee
agreements, other agreements, notes, consents, certificates, amendments, assignments and
instruments by the Corporation in connection therewith (the “Credit Documents” and together
with the Credit Agreement, the “Financing Documents”), (ii) the granting of a security interest
by the Corporation in any assets of the Corporation as collateral and/or the guaranty of the
obligations of the Corporation under the Financing Documents, (iii) the Corporation is hereby
authorized to borrow from such amounts as may be available to it under the Credit Agreement,
such borrowings to have the maturity, to be payable and prepayable and bear interest at the rates
specified in the Credit Agreement; and that each Authorized Person is authorized, empowered
and directed from time to time, on behalf of the Corporation, to cause the Corporation to borrow
from time to time such amounts as may be available under the Credit Agreement, the making of
such borrowings to be conclusive evidence that the same has been authorized by the Board and
(iv) any transactions effected or to be effected pursuant to the terms and provisions of the
Financing Documents, and (b) any Authorized Person be, and hereby is, authorized and
empowered, in the name and on behalf of the Corporation, to negotiate, execute, deliver, and
perform or cause the performance of the Financing Documents with such changes, amendments,
supplements, additions or other modifications to the Financing Documents as any Authorized
Person executing same shall approve as being necessary or desirable, such approval to be
evidenced by such execution, as such Authorized Person executing the same considers necessary,
appropriate, proper, or desirable to effectuate the transactions contemplated by the Financing
Documents and other financing arrangements necessary, appropriate, proper, or desirable in the
interest of the Corporation in connection with the Chapter 11 case, such determination to be
conclusively evidenced by such execution or taking of such action.

       RESOLVED, that consistent with the foregoing resolutions, each Authorized Person is
hereby authorized, directed, and empowered, on behalf of and in the name of the Corporation, to:




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(i) cause the Corporation to enter into, execute, deliver, certify, file, and perform all other
agreements, instruments, motions, affidavits, certificates, or other documents as such Authorized
Person deems necessary, (ii) incur and pay or cause to be paid all fees, expenses, and taxes,
including without limitation, legal fees and expenses, (iii) engage such persons as Authorized
Person shall in his judgment determine to be necessary, appropriate or desirable, and (iv) do any
and all other acts and things as such Authorized Person deems necessary, appropriate or
desirable to carry out fully the intent and purposes of the foregoing resolutions and each of the
transactions contemplated thereby; and further

         RESOLVED, that any and all past actions heretofore taken by an Authorized Person or
the directors of the Board in the name and on behalf of the Corporation in furtherance of any or
all of the preceding resolutions be, and hereby are, ratified, confirmed, and approved.

In WITNESS WHEREOF, I have set my hand this 27th day of January, 2013.

                                                      /s/ James G. Naro
                                                      By: James G. Naro
                                                      Title: Secretary




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      UNITED STATES BANKRUPTCY COURT
      SOUTHERN DISTRICT OF NEW YORK
      ----------------------------------------------------------------x
                                                                     :
      In re                                                          :        Chapter 11
                                                                     :
      LODGENET INTERACTIVE                                           :
      CORPORATION                                                    :        Case No. 13-_____ (__)
                                                                     :
                                          Debtor.                    :
      ----------------------------------------------------------------x

                                   CONSOLIDATED LIST OF CREDITORS
                                 HOLDING 30 LARGEST UNSECURED CLAIMS

                       The following is a list of creditors holding the thirty (30) largest unsecured claims
      against the above-captioned Debtor and certain affiliated entities that have simultaneously
      commenced chapter 11 cases in this Court (collectively, the “Debtors”). This list has been
      prepared on a consolidated basis from the unaudited books and records of the Debtors. The list
      is prepared in accordance with Federal Rule of Bankruptcy Procedure 1007(d) for filing in the
      Debtors’ chapter 11 cases. This list does not include (1) persons who come within the definition
      of “insider” set forth in 11 U.S.C. § 101 or (2) secured creditors unless the value of the collateral
      is such that the unsecured deficiency places the creditor among the holders of the thirty (30)
      largest unsecured claims. The information herein shall not constitute an admission of liability
      by, nor is it binding on, any Debtor. Moreover, nothing herein shall affect any Debtor’s right to
      challenge the amount or characterization of any claim at a later date.

No.         Name of creditor and           Name, telephone number,          Nature of         Indicate if          Estimated
          complete mailing address,         and complete mailing           claim (trade        claim is        amount of claim
             including zip code           address, including zip code,      debt, bank       contingent,       (if secured, also
                                            of employee, agent, or             loan,        unliquidated,        state value of
                                            department of creditor         government        disputed, or           security)
                                              familiar with claim         contract, etc.)     subject to        as of 12/31/12
                                            who may be contacted                                setoff1
 1. DIRECTV                               DIRECTV                             Trade           Subject to       $ 24,475,778.00
    2230 E. Imperial Highway              2230 E. Imperial Highway                          potential setoff
    El Segundo CA 90245                   El Segundo, CA 90245
    Attn:                                 Attn:
                                          Tel: (310) 964-5000
                                          Fax: (310) 535-5225
                                          e-mail:




      1
       All claims are subject to customary offsets, rebates, discounts, reconciliations, credits, and adjustments,
      which are not reflected on this Schedule.



      US_ACTIVE:441231821459848.0004
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                                                         10 of 20


No.         Name of creditor and           Name, telephone number,         Nature of         Indicate if       Estimated
          complete mailing address,         and complete mailing          claim (trade        claim is     amount of claim
             including zip code           address, including zip code,     debt, bank       contingent,    (if secured, also
                                            of employee, agent, or            loan,        unliquidated,     state value of
                                            department of creditor        government        disputed, or        security)
                                              familiar with claim        contract, etc.)     subject to     as of 12/31/12
                                            who may be contacted                               setoff1
 2. Lions Gate Films Inc.                 Lions Gate Films Inc.              Trade                         $ 2,155,961.00
    2700 Colorado Avenue,                 2700 Colorado Avenue, #200
    #200                                  Santa Monica, CA 90404
    Santa Monica, CA 90404                Attn:
    Attn: General Counsel                 Tel: (310) 449-9200
                                          Fax: (310) 255-3870
                                          e-mail:
 3. Universal Pay Television              Universal Pay Television           Trade                         $ 2,019,635.00
    100 Universal City Plaza              100 Universal City Plaza
    Bldg 502-2                            Bldg 502-2
    Universal City, CA 91608              Universal City, CA 91608
    Attn:                                 Attn:
                                          Tel: (818) 777-1000
                                          Fax: (818) 866-3600
                                          e-mail:
 4. Home Box Office, Inc.                 Home Box Office, Inc.              Trade                         $ 1,752,121.00
    c/o CT Corporation System             c/o CT Corporation System
    111 Eighth Avenue                     111 Eighth Avenue
    New York, NY 10011                    New York, NY 10011
    Attn:                                 Attn:
                                          Tel: (212) 512-1000
                                          Fax: (212) 512-1182
                                          e-mail:
 5. Warner Home Video                     Warner Home Video                  Trade                         $ 1,436,111.00
    c/o CT Corporation System             c/o CT Corporation System
    111 Eighth Avenue                     111 Eighth Avenue
    New York, NY 10011                    New York, NY 10011
    Attn:                                 Attn:
                                          Tel: (818) 954-6000
                                          Fax: (818) 954-6480
                                          e-mail:
 6. Columbia/Sony Pictures                Columbia/Sony Pictures             Trade                         $ 1,359,877.00
    Home Entertainment                    Home Entertainment
    10202 W. Washington Blvd.             10202 W. Washington Blvd.
     SPP 1132                              SPP 1132
    Culver City CA 90232                  Culver City CA 90232
    Attn:                                 Attn:
                                          Tel: (310) 244-4000
                                          Fax: (310) 280-1200
                                          e-mail:



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                                                          11 of 20


No.         Name of creditor and           Name, telephone number,         Nature of         Indicate if       Estimated
          complete mailing address,         and complete mailing          claim (trade        claim is     amount of claim
             including zip code           address, including zip code,     debt, bank       contingent,    (if secured, also
                                            of employee, agent, or            loan,        unliquidated,     state value of
                                            department of creditor        government        disputed, or        security)
                                              familiar with claim        contract, etc.)     subject to     as of 12/31/12
                                            who may be contacted                               setoff1
 7. Twentieth Century Fox                 Twentieth Century Fox              Trade                         $ 1,178,160.00
    c/o CT Corporation System             c/o CT Corporation System
    111 Eighth Avenue                     111 Eighth Avenue
    New York, NY 10011                    New York, NY 10011
    Attn:                                 Attn:
                                          Tel: (310) 277-2211
                                          Fax: (310) 203-1558
                                          e-mail:
 8. Nomadix Inc.                          Nomadix Inc.                       Trade                         $ 1,108,397.00
    2711 Centerville Road,                2711 Centerville Road,
    Suite 400                             Suite 400
    Wilmington, DE 19808                  Wilmington, DE 19808
    Attn:                                 Attn:
                                          Tel: (818) 597-1500
                                          Fax: (818) 597-1502
                                          e-mail:
 9. Docomo Intertouch Ptd Ltd.            Docomo Intertouch Ptd Ltd.         Trade                         $    953,326.00
    89C Science Park Drive,               89C Science Park Drive,
    #03-09/12                             #03-09/12
    The Rutherford Singapore              The Rutherford Singapore
    Science Park I                        Science Park I
    Singapore                             Singapore
    118261                                118261
    Attn:
                                          Attn:
                                          Tel: ( )
                                          Fax: ( )
                                          e-mail:
10. Relativity Media LLC                  Relativity Media LLC               Trade                         $    688,529.00
    c/o Relativity Media LLC              c/o Relativity Media LLC (IS
    8899 Beverly Blvd., Suite             THAT RIGHT?)
    510                                   8899 Beverly Blvd., Suite
    West Hollywood, CA 90048              510
    Attn:                                 West Hollywood, CA 90048
                                          Attn:
                                          Tel: (310) 859-1250
                                          Fax: (310) 859-1254
                                          e-mail:




      US_ACTIVE:441231821459848.0004
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                                                          12 of 20


No.         Name of creditor and           Name, telephone number,         Nature of         Indicate if       Estimated
          complete mailing address,         and complete mailing          claim (trade        claim is     amount of claim
             including zip code           address, including zip code,     debt, bank       contingent,    (if secured, also
                                            of employee, agent, or            loan,        unliquidated,     state value of
                                            department of creditor        government        disputed, or        security)
                                              familiar with claim        contract, etc.)     subject to     as of 12/31/12
                                            who may be contacted                               setoff1
11. Technicolor USA Inc.                  Technicolor USA Inc.               Trade                         $    651,825.00
    101 W. 103rd Street                   101 W. 103rd Street
    Indianapolis, IN 46290                Indianapolis, IN 46290
    Attn:                                 Attn:
                                          Tel: (317) 587-3000
                                          Fax: (317) 587-6765
                                          e-mail:
12. Buena Vista Television-Pay            Buena Vista Television-Pay         Trade                         $    642,011.00
    Per View                              Per View
    500 S. Buena Vista Street             500 S. Buena Vista Street
    Burbank, CA 91521-0105                Burbank, CA 91521-0105
    Attn:                                 Attn:
                                          Tel: (818) 560-9300
                                          Fax: (818) 560-5296
                                          e-mail:
13. Showtime Networks, Inc.               Showtime Networks, Inc.            Trade                         $    460,922.00
    c/o Adrienne Harrington               c/o Adrienne Harrington
    51 W. 52nd Street (19-13)             51 W. 52nd Street (19-13)
    New York, NY 10019                    New York, NY 10019
    Attn:                                 Tel: (212) 708-1600
                                          Fax: (212) 708-1217
                                          e-mail:
14. Microsoft Corporation                 Microsoft Corporation              Trade                         $    432,055.00
    Legal & Corporate Affairs             Legal & Corporate Affairs
    Volume & Licensing Group              Volume & Licensing Group
    One Microsoft Way                     One Microsoft Way
    Redmond, WA 98052                     Redmond, WA 98052
    Attn:                                 Attn:
                                          Tel:
                                          Fax: (425) 936-7329
                                          e-mail:
15. Universal Electronics Inc.            Universal Electronics Inc.         Trade                         $    394,156.00
    6101 Gateway Drive                    6101 Gateway Drive
    Cypress, CA 90630                     Cypress, CA 90630
    Attn: General Counsel                 Attn: General Counsel
                                          Tel:
                                          Fax:
                                          e-mail: dtanaka@ueic.com




      US_ACTIVE:441231821459848.0004
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                                                         13 of 20


No.         Name of creditor and           Name, telephone number,         Nature of         Indicate if       Estimated
          complete mailing address,         and complete mailing          claim (trade        claim is     amount of claim
             including zip code           address, including zip code,     debt, bank       contingent,    (if secured, also
                                            of employee, agent, or            loan,        unliquidated,     state value of
                                            department of creditor        government        disputed, or        security)
                                              familiar with claim        contract, etc.)     subject to     as of 12/31/12
                                            who may be contacted                               setoff1
16. ABC Cable Networks Group              ABC Cable Networks Group           Trade                         $    363,103.00
    2711 Centerville Road,                2711 Centerville Road,
    Suite 400                             Suite 400
    Wilmington, DE 19808                  Wilmington, DE 19808
    Attn:                                 Attn:
                                          Tel: (818) 560-1000
                                          Fax: (818) 560-1930
                                          e-mail:
17. Guest-Tek Interactive                 Guest-Tek Interactive              Trade                         $    332,105.00
    Entertainment LTD                     Entertainment LTD
    12825 Ventura Boulevard               12825 Ventura Boulevard
    Studio City, CA 91604-2368            Studio City, CA 91604-2368
    Attn:                                 Attn:
                                          Tel: (403) 509-1010
                                          Fax: (403) 509-1011
                                          e-mail:
18. ASCAP                                 ASCAP                              Trade                         $    324,491.00
    c/o The American Society of           c/o The American Society of
    Composers, Authors &                  Composers, Authors &
    Publishers                            Publishers
    ASCAP Building                        ASCAP Building
    One Lincoln Plaza                     One Lincoln Plaza
    New York, NY 10023                    New York, NY 10023
    Attn:                                 Attn:
                                          Tel: (212) 621-6000
                                          Fax: (212) 621-8453
                                          e-mail:
19. Invision Inc.                         Invision Inc.                      Trade                         $    300,000.00
    28 W. 44th Street                     28 W. 44th Street
    New York, NY 10036                    New York, NY 10036
    Attn:                                 Attn:
                                          Tel: (212) 557-5554
                                          Fax: (212) 557-4454
                                          e-mail:




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                                                          14 of 20


No.         Name of creditor and           Name, telephone number,         Nature of         Indicate if       Estimated
          complete mailing address,         and complete mailing          claim (trade        claim is     amount of claim
             including zip code           address, including zip code,     debt, bank       contingent,    (if secured, also
                                            of employee, agent, or            loan,        unliquidated,     state value of
                                            department of creditor        government        disputed, or        security)
                                              familiar with claim        contract, etc.)     subject to     as of 12/31/12
                                            who may be contacted                               setoff1
20. Summit Entertainment LLC              Summit Entertainment LLC           Trade                         $    294,132.00
    4600 150th Avenue NE                  4600 150th Avenue NE
    Redmond, WA 98052                     Redmond, WA 98052
    Attn:                                 Attn:
                                          Tel: (310) 309-8400
                                          Fax: (310) 828-4132
                                          e-mail:
21. Magnolia Pictures, LLC                Magnolia Pictures, LLC             Trade                         $    285,115.00
    1614 W. 5th Street                    1614 W. 5th Street
    Austin, TX 78703                      Austin, TX 78703
    Attn:                                 Attn:
                                          Tel: (386) 760-8224
                                          Fax: (212) 924-6742
                                          e-mail:
22. Invidi Technologies                   Invidi Technologies                Trade                         $    250,399.00
    Corporation                           Corporation
    750 College Road East                 750 College Road East
    Princeton, NJ 08540                   Princeton, NJ 08540
    Attn:                                 Attn:
                                          Tel: (609) 759-3580
                                          Fax: (609) 759-3581
                                          e-mail:
23. Nintendo of America, Inc.             Nintendo of America, Inc.          Trade                         $    244,941.00
    4600 150th Avenue NE                  4600 150th Avenue NE
    Redmond, WA 98052                     Redmond, WA 98052
    Attn:                                 Attn:
                                          Tel: (425) 882-2040
                                          Fax: (425) 882-3585
                                          e-mail:
24. Paramount Pictures                    Paramount Pictures                 Trade                         $    211,306.00
    5555 Melrose Ave.                     5555 Melrose Ave.
    Los Angeles, CA 90038                 Los Angeles, CA 90038
    Attn:                                 Attn:
                                          Tel: (323) 956-5000
                                          Fax: (323) 862-1075
                                          e-mail:




      US_ACTIVE:441231821459848.0004
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                                                         15 of 20


No.         Name of creditor and           Name, telephone number,         Nature of         Indicate if       Estimated
          complete mailing address,         and complete mailing          claim (trade        claim is     amount of claim
             including zip code           address, including zip code,     debt, bank       contingent,    (if secured, also
                                            of employee, agent, or            loan,        unliquidated,     state value of
                                            department of creditor        government        disputed, or        security)
                                              familiar with claim        contract, etc.)     subject to     as of 12/31/12
                                            who may be contacted                               setoff1
25. Starz Media LLC                       Starz Media LLC                    Trade                         $    195,098.00
    8900 Liberty Circle                   8900 Liberty Circle
    Englewood, CO 80112                   Englewood, CO 80112
    Attn:                                 Attn:
                                          Tel: (818) 748-4000
                                          Fax: (818) 748-4601
                                          e-mail:
26. Millennium Entertainment              Millennium Entertainment           Trade                         $    152,838.00
    LLC                                   LLC
    5900 Wilshire Blvd                    5900 Wilshire Blvd
    18th Fl, Ste 1800                     18th Fl, Ste 1800
    Los Angeles, CA 90036                 Los Angeles, CA 90036
    Attn:                                 Attn:
                                          Tel: (310) 893-6289
                                          Fax: (323) 937-0934
                                          e-mail:
27. Microspace                            Microspace                         Trade                         $    138,350.00
    3100 Highwoods Blvd.                  3100 Highwoods Blvd.
    Ste 120                               Ste 120
    Raleigh, NC 27604                     Raleigh, NC 27604
    Attn:                                 Attn:
                                          Tel: (919) 850-4510
                                          Fax: (919) 850-4518
                                          e-mail:
28. Swank Healthcare                      Swank Healthcare                   Trade                         $    133,696.00
    10795 Watson Avenue                   10795 Watson Avenue
    Saint Louis, MO 63127                 Saint Louis, MO 63127
    Attn:                                 Attn:
                                          Tel: (800) 950-4248
                                          Fax: (314) 289-2187
                                          e-mail:
29. Broadcast Music Inc.                  Broadcast Music Inc.               Trade                         $    127,408.00
    320 West 57th St.                     320 West 57th St.
    New York, NY 10019                    New York, NY 10019
    Attn:                                 Attn:
                                          Tel: (212) 220-3000
                                          Fax: (212) 246-2163
                                          e-mail:



      US_ACTIVE:441231821459848.0004
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                                                         16 of 20


No.         Name of creditor and           Name, telephone number,         Nature of         Indicate if       Estimated
          complete mailing address,         and complete mailing          claim (trade        claim is     amount of claim
             including zip code           address, including zip code,     debt, bank       contingent,    (if secured, also
                                            of employee, agent, or            loan,        unliquidated,     state value of
                                            department of creditor        government        disputed, or        security)
                                              familiar with claim        contract, etc.)     subject to     as of 12/31/12
                                            who may be contacted                               setoff1
30. Cable, Antenna & Television           Cable, Antenna & Television        Trade                         $    122,288.00
    Services                              Services
    935 Zion Church Rd.                   935 Zion Church Rd.
    Torrance, CA 90503-5502               Torrance, CA 90503-5502
    Attn: Dennis Vajgert                  Attn: Dennis Vajgert
                                          Tel: ( )
                                          Fax: ( )
                                          e-mail:




      US_ACTIVE:441231821459848.0004
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                                                17 of 20


                   DECLARATION CONCERNING CONSOLIDATED
          LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS

                I, the undersigned authorized officer of the debtor in this case, declare under
penalty of perjury that I have reviewed the foregoing Consolidated List of Creditors Holding 30
Largest Unsecured Claims and that the list is true and correct to the best of my information and
belief.


Dated: January 27, 2013

                                                             /s/ James G. Naro
                                                             By: James G. Naro
                                                             Title: Co-Chief Executive Officer




US_ACTIVE:441231821459848.0004
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                                                        18 of 20


UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------------------------------------x
                                                               :
In re                                                          :            Chapter 11
                                                               :
LODGENET INTERACTIVE                                           :
CORPORATION                                                    :            Case No. 13-_____ (__)
                                                               :
                                    Debtor.                    :
----------------------------------------------------------------x

                       DECLARATION CONCERNING LIST OF CREDITORS1

                 Contemporaneously herewith, the above-captioned debtor and its affiliated
debtors (the “Debtors”) have filed a motion requesting a waiver of the requirement for filing a
list of creditors pursuant to Sections 105(a), 342(a), and 521(a)(1) of chapter 11 of title 11 of the
United States Code, Rules 1007(a)(1) and 2002(a), (f), and (l) of the Federal Rules of
Bankruptcy Procedure, Rule 1007-1 of the Local Bankruptcy Rules for the Southern District of
New York, and General Orders M-133, M-137, M-138, M-192 and M-409 of the United States
Bankruptcy Court for the Southern District of New York. The Debtors propose to furnish their
list of creditors to the proposed claims and noticing agent. The Debtors have consulted with and
received the approval of the Clerk of this Court to implement the foregoing procedures.

               The list of creditors will contain only those creditors whose names and addresses
were maintained in the Debtors’ consolidated database or were otherwise ascertainable by the
Debtors prior to the commencement of the case.




1
    The information herein shall not constitute an admission of liability by, nor is it binding on, the Debtors.



US_ACTIVE:441231821459848.0004
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                                                   19 of 20


UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------------------------------------x
                                                               :
In re                                                          :    Chapter 11
                                                               :
LODGENET INTERACTIVE                                           :
CORPORATION                                                    :    Case No. 13-_____ (__)
                                                               :
                                    Debtor.                    :
----------------------------------------------------------------x

        DECLARATION CONCERNING LIST OF EQUITY SECURITY HOLDERS

                Contemporaneously herewith, the above-captioned debtor (“Debtor”) has filed a
motion requesting a waiver of the requirement to file a list of equity security holders pursuant to
Rule 1007(a)(3) of the Federal Rules of Bankruptcy Procedure. The Debtor proposes that equity
security holders will not be prejudiced because if it becomes necessary for such equity security
holders to file proofs of interest, the Debtor will provide them with notice of the bar date and
they will have an opportunity to assert their interests at that time.




US_ACTIVE:441231821459848.0004
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                                                   20 of 20


UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------------------------------------x
                                                               :
In re                                                          :    Chapter 11
                                                               :
LODGENET INTERACTIVE                                           :
CORPORATION                                                    :    Case No. 13-_____ (__)
                                                               :
                                    Debtor.                    :
----------------------------------------------------------------x

             CORPORATE OWNERSHIP STATEMENT PURSUANT TO
     RULE 1007(a)(1) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

               Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy
Procedure and Rule 1007-3 of the Local Rules for the United States Bankruptcy Court for the
Southern District of New York, LodgeNet Interactive Corporation, as debtor and debtor in
possession (the “Debtor”), respectfully represents as follows:
               1.       To the best of the Debtor’s knowledge and belief based on publicly filed
disclosures, no entity owns more than 10% of the equity interests of the Debtor.

                2.      The Debtor does not directly or indirectly own 10% or more of any class
of equity interests in any corporation whose securities are publicly traded.


       DECLARATION CONCERNING CORPORATE OWNERSHIP STATEMENT

                I, James G. Naro, am an authorized officer of LodgeNet Interactive Corporation,
the debtor in this case (the “Debtor”), and in such capacity, am familiar with the financial affairs
of the Debtor. I declare under penalty of perjury that I have reviewed this corporate ownership
statement and that it is true and correct to the best of my information and belief.


Dated:       January 27, 2013

                                                                    /s/ James G. Naro
                                                                    By: James G. Naro
                                                                    Title: Co-Chief Executive Officer




US_ACTIVE:441231821459848.0004

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Lodgenet petition

  • 1. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 DocketDocument Filed: 1/27/2013 Main #0001 Date Pg B1 (Official Form 1) (12/11) 1 of 20 United States Bankruptcy Court Southern District of New York Voluntary Petition Name of Debtor (if individual, enter Last, First, Middle): Name of Joint Debtor (Spouse) (Last, First, Middle): LodgeNet Interactive Corporation N/A All Other Names used by the Debtor in the last 8 years All Other Names used by the Joint Debtor in the last 8 years (include married, maiden, and trade names): (include married, maiden, and trade names): LodgeNet Entertainment Corporation and LodgeNet N/A Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN (if more than one, state all): (if more than one, state all): 46-0371161 N/A Street Address of Debtor (No. and Street, City, and State): Street Address of Joint Debtor (No. and Street, City, and State): 3900 W. Innovation Street N/A Sioux Falls, South Dakota ZIP CODE 57107 ZIP CODE N/A County of Residence or of the Principal Place of Business: County of Residence or of the Principal Place of Business: Minnehaha, South Dakota N/A Mailing Address of Debtor (if different from street address): Mailing Address of Joint Debtor (if different from street address): N/A ZIP CODE ZIP CODE N/A Location of Principal Assets of Business Debtor (if different from street address above): 200 Petro Avenue, Sioux Falls, South Dakota 57107 and 50 W. San Fernando Street, San Jose, California 95113 ZIP CODE Type of Debtor Nature of Business Chapter of Bankruptcy Code Under Which (Form of Organization) (Check one box.) the Petition is Filed (Check one box) (Check one box.) Health Care Business Individual (includes Joint Debtors) Single Asset Real Estate as defined in Chapter 7 Chapter 15 Petition for Recognition of a See Exhibit D on page 2 of this form. 11 U.S.C. § 101 (51B) Chapter 9 Foreign Main Proceeding Corporation (includes LLC and LLP) Railroad Chapter 11 Chapter 15 Petition for Recognition of a Partnership Stockbroker Chapter 12 Foreign Nonmain Proceeding Other (If debtor is not one of the above entities, check Commodity Broker Chapter 13 this box and state type of entity below.) Clearing Bank ____________________________________________ Other Chapter 15 Debtors Tax-Exempt Entity Nature of Debts Country of debtor’s center of main interests: (Check box, if applicable) (Check one box.) Debtor is a tax-exempt organization Debts are primarily consumer Debts are primarily Each country in which a foreign proceeding by, regarding, or under title 26 of the United States debts, defined in 11 U.S.C . business debts. against debtor is pending: Code (the Internal Revenue Code). § 101(8) as “incurred by an individual primarily for a personal, family, or household purpose.” Filing Fee (Check one box) Chapter 11 Debtors Full Filing Fee attached Check one box: Filing Fee to be paid in installments (applicable to individuals only). Must Debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). attach signed application for the court’s consideration certifying that the Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D). debtor is unable to pay fee except in installments. Rule 1006(b). See Official Check if: Form 3A. Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to Filing Fee waiver requested (applicable to chapter 7 individuals only). Must insiders or affiliates) are less than $2,343,300 (amount subject to adjustment attach signed application for the court’s consideration. See Official Form 3B. on 4/01/13 and every three years thereafter). – – – – – – – – – – – – – – – – – – – – Check all applicable boxes: A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b). Statistical/Administrative Information THIS SPACE IS Debtor estimates that funds will be available for distribution to unsecured creditors. FOR COURT Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for USE ONLY distribution to unsecured creditors. Estimated Number of Creditors (Consolidated with those affiliates that have simultaneously commenced chapter 11 cases.) 1-49 50-99 100-199 200-999 1000-5000 5,001-10,000 10,001-25,000 25,001-50,000 50,001- Over 100,000 100,000 Estimated Assets (Consolidated with those affiliates that have simultaneously commenced chapter 11 cases.) $0 to $50,001 to $100,001 to $500,001 to $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than $50,000 $100,000 $500,000 $1 million to $10 to $50 million to $100 to $500 to $1 billion $1 billion million million million Estimated Liabilities (Consolidated with those affiliates that have simultaneously commenced chapter 11 cases.) ¨1¤?"F-!; !¥« $0 to $50,001 to $100,001 to $500,001 to $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than $50,000 $100,000 $500,000 $1 million to $10 to $50 million to $100 to $500 to $1 billion $1 billion million million million US_ACTIVE:441231821459848.0004 1310238130127000000000001
  • 2. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg B1 (Official Form 1) (12/11) 2 of 20 Page 2 Voluntary Petition Name of Debtor(s): (This page must be completed and filed in every case) LodgeNet Interactive Corporation All Prior Bankruptcy Case Filed Within Last 8 Years (If more than two, attach additional sheet) Location Case Number: Date Filed: Where Filed: N/A N/A N/A Pending Bankruptcy Case Filed by any Spouse, Partner or Affiliate of this Debtor (If more than one, attach additional sheet) Name of Debtor: Case Number: Date Filed: See Schedule 1 attached hereto. See Schedule 1 attached hereto. See Schedule 1 attached hereto. District: Relationship: Judge: Southern District of New York Affiliates Pending Exhibit A Exhibit B (To be completed if debtor is an individual (To be completed if debtor is required to file periodic reports (e.g., forms 10K whose debts are primarily consumer debts) and 10Q) with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and is requesting relief under chapter 11.) NOT APPLICABLE I, the attorney for the petitioner named in the foregoing petition, declare that I have informed the petitioner that [he or she] may proceed under chapter 7, 11, 12, or 13 of title 11, United States Code, and have explained the relief available under each such chapter. I further certify that I delivered to the debtor the notice required by Exhibit A is attached and made a part of this petition. § 342(b). X Signature of Attorney for Debtor(s) (Date) Exhibit C Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety? Yes, and Exhibit C is attached and made a part of this petition. No. Exhibit D NOT APPLICABLE (To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.) Exhibit D, completed and signed by the debtor, is attached and made a part of this petition. If this is a joint petition: Exhibit D, also completed and signed by the joint debtor, is attached and made a part of this petition. Information Regarding the Debtor Venue (Check any applicable box) Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District. There is a bankruptcy case concerning debtor’s affiliate, general partner, or partnership pending in this District. Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief sought in this District. Certification by a Debtor Who Resides as a Tenant of Residential Property (Check all applicable boxes) NOT APPLICABLE Landlord has a judgment against the debtor for possession of debtor’s residence. (If box checked, complete the following.) (Name of landlord than obtained judgment) (Address of landlord) Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and Debtor has included in this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the petition. Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(1)). US_ACTIVE:441231821459848.0004
  • 3. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg B1 (Official Form) 1 (12/11) 3 of 20 Page 3 Voluntary Petition Name of Debtor(s): LodgeNet Interactive Corporation (This page must be completed and filed in every case) Signatures Signature(s) of Debtor(s) (Individual/Joint) Signature of a Foreign Representative I declare under penalty of perjury that the information provided in this petition I declare under penalty of perjury that the information provided in this petition is is true and correct. true and correct, that I am the foreign representative of a debtor in a foreign [If petitioner is an individual whose debts are primarily consumer debts and proceeding, and that I am authorized to file this petition. has chosen to file under chapter 7] I am aware that I may proceed under chapter 7, 11, 12 or 13 of title 11, United States Code, understand the relief (Check only one box.) available under each such chapter, and choose to proceed under chapter 7. [If no attorney represents me and no bankruptcy petition preparer signs the I request relief in accordance with chapter 15 of title 11, United States Code. petition] I have obtained and read the notice required by 11 U.S.C. § 342(b). Certified copies of the documents required by 11 U.S.C. § 1515 are attached. Pursuant to 11 U.S.C. § 1511, I request relief in accordance with the chapter I request relief in accordance with the chapter of title 11, United States Code, of title 11 specified in this petition. A certified copy of the order granting specified in this petition. recognition of the foreign main proceeding is attached. X Signature of Debtor X (Signature of Foreign Representative) X Signature of Joint Debtor (Printed Name of Foreign Representative) Telephone Number (If not represented by attorney) Date Date Signature of Attorney* Signature of Non-Attorney Bankruptcy Petition Preparer I declare under penalty of perjury that: (1) I am a bankruptcy petition preparer as X /s/ Gary T. Holtzer defined in 11 U.S.C. § 110; (2) I prepared this document for compensation and Signature of Attorney for Debtor(s) have provided the debtor with a copy of this document and the notices and information required under 11 U.S.C. §§ 110(b), 110(h), and 342(b); and (3) if Gary T. Holtzer rules or guidelines have been promulgated pursuant to 11 U.S.C. § 110(h) setting a Printed Name of Attorney for Debtor(s) maximum fee for services chargeable by bankruptcy petition preparers, I have given the debtor notice of the maximum amount before preparing any document for Weil, Gotshal & Manges LLP filing for a debtor or accepting any fee from the debtor, as required in that section. Firm Name Official Form 19 is attached. ______________________________________________________________ 767 Fifth Avenue Printed Name and title, if any, of Bankruptcy Petition Preparer Address ______________________________________________________________ New York, New York 10153 Social-Security number (If the bankruptcy petition preparer is not an individual, state the Social-Security number of the officer, principal, responsible person or partner of the bankruptcy petition preparer.) (Required (212) 310-8000 by 11 U.S.C. § 110.) Telephone Number Address January 27, 2013 Date * In a case in which § 707(b)(4)(D) applies, this signature also constitutes a certification that the attorney has no knowledge after an inquiry that the information in the schedules is incorrect. X Signature Signature of Debtor (Corporation/Partnership) I declare under penalty of perjury that the information provided in this petition Date is true and correct, and that I have been authorized to file this petition on behalf of the debtor. Signature of bankruptcy petition preparer or officer, principal, responsible person, or partner whose Social-Security number is provided above. The debtor requests the relief in accordance with the chapter of title 11, United Name and Social-Security numbers of all other individuals who prepared or States Code, specified in this petition. assisted in preparing this document unless the bankruptcy petition preparer is not an individual. X /s/ James G. Naro If more than one person prepared this document, attach additional sheets Signature of Authorized Individual conforming to the appropriate official form for each person. A bankruptcy petition preparer’s failure to comply with the provisions of title 11 James G. Naro and the Federal Rules of Bankruptcy Procedure may result in fines or Printed Name of Authorized Individual imprisonment or both. 11 U.S.C. § 110; 18 U.S.C. § 156. Co-Chief Executive Officer Title of Authorized Individual January 27, 2013 Date US_ACTIVE:441231821459848.0004
  • 4. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 4 of 20 Schedule 1 to Chapter 11 Petition On the date hereof, each of the affiliated entities listed below (including the debtor in this chapter 11 case) filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Court”). A motion will be filed with the Court requesting that the chapter 11 cases of the entities listed below be consolidated for procedural purposes only and jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. COMPANY CASE NUMBER DATE FILED DISTRICT Judge Southern District The Hotel Networks, Inc. 13-________( ) January 27, 2013 Pending of New York Southern District LodgeNet Interactive Corporation 13-________( ) January 27, 2013 Pending of New York Southern District LodgeNet StayOnline, Inc. 13-________( ) January 27, 2013 Pending of New York Southern District LodgeNet International, Inc. 13-________( ) January 27, 2013 Pending of New York Southern District On Command Corporation 13-________( ) January 27, 2013 Pending of New York Southern District On Command Video Corporation 13-________( ) January 27, 2013 Pending of New York Southern District Hotel Digital Network, Inc. 13-________( ) January 27, 2013 Pending of New York Puerto Rico Video Entertainment Southern District 13-________( ) January 27, 2013 Pending Corporation of New York Virgin Islands Video Entertainment Southern District 13-________( ) January 27, 2013 Pending Corporation of New York Southern District Spectradyne International, Inc. 13-________( ) January 27, 2013 Pending of New York Southern District LodgeNet Healthcare, Inc. 13-________( ) January 27, 2013 Pending of New York US_ACTIVE:441231821459848.0004
  • 5. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 5 of 20 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------x : In re : Chapter 11 : LODGENET INTERACTIVE : CORPORATION : Case No. 13-_____ (__) : Debtor. : ----------------------------------------------------------------x EXHIBIT “A” TO VOLUNTARY PETITION 1. If any of debtor’s securities are registered under Section 12 of the Securities and Exchange Act of 1934, the SEC file number is 0-22334. 2. The following financial data is the latest available information and refers to the debtor’s condition on September 30, 2012. a. Total assets $ 291,745,000 b. Total debts (including debts listed in 2.c., below) $ 448,725,000 c. Debt securities held by more than 500 holders. Approximate number of holders secured unsecured subordinated $___________ secured unsecured subordinated $___________ secured unsecured subordinated $___________ secured unsecured subordinated $___________ secured unsecured subordinated $___________ d. Number of shares of preferred stock 57,000 (as of 12/31/12) e. Number of shares of common stock 26,832,000 (as of 12/31/12) Comments, if any: 3. Brief description of debtor’s business: LodgeNet is a provider of interactive media services to the hospitality industry in the United States, Canada and Mexico. Its primary offerings include cable television, on- demand movies, internet access services and advertising services. 4. 4. List the names of any person who directly or indirectly owns, controls, or holds, with power to vote, 5% or more of the voting securities of debtor: Citigroup, DE Shaw, Penn Capital, and John Pecora. US_ACTIVE:441231821459848.0004
  • 6. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 6 of 20 CERTIFICATE OF RESOLUTIONS OF LODGENET INTERACTIVE CORPORATION January 27, 2013 I, James G. Naro, a duly authorized officer of LodgeNet Interactive Corporation, a Delaware corporation (the “Corporation”), hereby certify that the following resolutions were duly adopted by the Board of Directors of the Corporation (the “Board”) at the Board meeting of the Corporation held on January 25, 2013 in accordance with the requirements of the Delaware General Corporation Law and the Corporation’s charter and bylaws, and that such resolutions have not been altered, amended, or rescinded and are still in full force and effect as of the date hereof. WHEREAS, the Board of the Corporation has determined that it is desirable and in the best interests of the Corporation, its creditors, employees, and other interested parties to file a petition seeking relief under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”); now therefore be it RESOLVED, that the Chief Executive Officer, Chief Financial Officer, the Secretary, the General Counsel, the Strategic Planning Officers, and any other person designated and so authorized to act on behalf of the Corporation by the aforementioned officers (each, an “Authorized Person”), be and each hereby is, authorized, empowered, and directed, in the name and on behalf of the Corporation, to execute and verify a petition under chapter 11, together with the previously approved Plan of Reorganization and Disclosure Statement dated January 4, 2013, thereby commencing a case under chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”) and to cause the same to be filed in the Bankruptcy Court of the Southern District of New York (the “Bankruptcy Court”) at such time as the Authorized Person executing the petition shall determine; and further RESOLVED, that the law firm of Weil, Gotshal & Manges LLP be, and hereby is, engaged as attorneys for the Corporation under a general retainer in the Chapter 11 Case, subject to the approval of the Bankruptcy Court; and further RESOLVED, that Kurtzman Carson Consultants LLC be, and hereby is, engaged as claims and noticing agent for the Corporation under a general retainer in the Chapter 11 Case, subject to the approval of the Bankruptcy Court; and further RESOLVED, that the firm of Miller Buckfire & Co., LLC is hereby engaged as financial advisor and investment banker for the Corporation in the Chapter 11 Case, subject to the approval of the Bankruptcy Court; and further RESOLVED, that the firm of FTI Consulting, Inc. is hereby engaged as financial advisor for the Corporation in the Chapter 11 Case, subject to the approval of the Bankruptcy Court; and further US_ACTIVE:441231821459848.0004
  • 7. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 7 of 20 RESOLVED, that the firm of Moorgate Partners is hereby engaged as investment banker for the Corporation in the Chapter 11 Case, subject to the approval of the Bankruptcy Court; and further RESOLVED, that the firm of Leonard, Street and Deinard is hereby engaged as general corporate counsel for the Corporation in the Chapter 11 Case, subject to the approval of the Bankruptcy Court; and further RESOLVED, that each Authorized Person be, and hereby is, authorized, empowered, and directed to: (i) execute and file the petition, all schedules, motions, lists, applications, pleadings, and other papers and, in connection therewith, to employ and retain assistance by legal counsel, accountants, financial advisors, and other professionals, (ii) negotiate, execute, and deliver a debtor in possession loan facility, and (iii) perform any and all further acts and deeds that such Authorized Persons deem necessary, proper, or desirable in connection with the Chapter 11 Case, with a view to the successful prosecution of such case; and further RESOLVED, that in connection with the Chapter 11 Case, (a) the Board authorizes and approves (i) the execution, delivery and performance of a debtor-in-possession credit agreement (the “Credit Agreement”) by the Corporation, substantially on the terms of the draft Credit Agreement which has been provided to the Board and with such changes thereto as the Authorized Persons executing the same shall approve, and any security agreements, guarantee agreements, other agreements, notes, consents, certificates, amendments, assignments and instruments by the Corporation in connection therewith (the “Credit Documents” and together with the Credit Agreement, the “Financing Documents”), (ii) the granting of a security interest by the Corporation in any assets of the Corporation as collateral and/or the guaranty of the obligations of the Corporation under the Financing Documents, (iii) the Corporation is hereby authorized to borrow from such amounts as may be available to it under the Credit Agreement, such borrowings to have the maturity, to be payable and prepayable and bear interest at the rates specified in the Credit Agreement; and that each Authorized Person is authorized, empowered and directed from time to time, on behalf of the Corporation, to cause the Corporation to borrow from time to time such amounts as may be available under the Credit Agreement, the making of such borrowings to be conclusive evidence that the same has been authorized by the Board and (iv) any transactions effected or to be effected pursuant to the terms and provisions of the Financing Documents, and (b) any Authorized Person be, and hereby is, authorized and empowered, in the name and on behalf of the Corporation, to negotiate, execute, deliver, and perform or cause the performance of the Financing Documents with such changes, amendments, supplements, additions or other modifications to the Financing Documents as any Authorized Person executing same shall approve as being necessary or desirable, such approval to be evidenced by such execution, as such Authorized Person executing the same considers necessary, appropriate, proper, or desirable to effectuate the transactions contemplated by the Financing Documents and other financing arrangements necessary, appropriate, proper, or desirable in the interest of the Corporation in connection with the Chapter 11 case, such determination to be conclusively evidenced by such execution or taking of such action. RESOLVED, that consistent with the foregoing resolutions, each Authorized Person is hereby authorized, directed, and empowered, on behalf of and in the name of the Corporation, to: US_ACTIVE:441231821459848.0004
  • 8. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 8 of 20 (i) cause the Corporation to enter into, execute, deliver, certify, file, and perform all other agreements, instruments, motions, affidavits, certificates, or other documents as such Authorized Person deems necessary, (ii) incur and pay or cause to be paid all fees, expenses, and taxes, including without limitation, legal fees and expenses, (iii) engage such persons as Authorized Person shall in his judgment determine to be necessary, appropriate or desirable, and (iv) do any and all other acts and things as such Authorized Person deems necessary, appropriate or desirable to carry out fully the intent and purposes of the foregoing resolutions and each of the transactions contemplated thereby; and further RESOLVED, that any and all past actions heretofore taken by an Authorized Person or the directors of the Board in the name and on behalf of the Corporation in furtherance of any or all of the preceding resolutions be, and hereby are, ratified, confirmed, and approved. In WITNESS WHEREOF, I have set my hand this 27th day of January, 2013. /s/ James G. Naro By: James G. Naro Title: Secretary US_ACTIVE:441231821459848.0004
  • 9. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 9 of 20 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------x : In re : Chapter 11 : LODGENET INTERACTIVE : CORPORATION : Case No. 13-_____ (__) : Debtor. : ----------------------------------------------------------------x CONSOLIDATED LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS The following is a list of creditors holding the thirty (30) largest unsecured claims against the above-captioned Debtor and certain affiliated entities that have simultaneously commenced chapter 11 cases in this Court (collectively, the “Debtors”). This list has been prepared on a consolidated basis from the unaudited books and records of the Debtors. The list is prepared in accordance with Federal Rule of Bankruptcy Procedure 1007(d) for filing in the Debtors’ chapter 11 cases. This list does not include (1) persons who come within the definition of “insider” set forth in 11 U.S.C. § 101 or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the thirty (30) largest unsecured claims. The information herein shall not constitute an admission of liability by, nor is it binding on, any Debtor. Moreover, nothing herein shall affect any Debtor’s right to challenge the amount or characterization of any claim at a later date. No. Name of creditor and Name, telephone number, Nature of Indicate if Estimated complete mailing address, and complete mailing claim (trade claim is amount of claim including zip code address, including zip code, debt, bank contingent, (if secured, also of employee, agent, or loan, unliquidated, state value of department of creditor government disputed, or security) familiar with claim contract, etc.) subject to as of 12/31/12 who may be contacted setoff1 1. DIRECTV DIRECTV Trade Subject to $ 24,475,778.00 2230 E. Imperial Highway 2230 E. Imperial Highway potential setoff El Segundo CA 90245 El Segundo, CA 90245 Attn: Attn: Tel: (310) 964-5000 Fax: (310) 535-5225 e-mail: 1 All claims are subject to customary offsets, rebates, discounts, reconciliations, credits, and adjustments, which are not reflected on this Schedule. US_ACTIVE:441231821459848.0004
  • 10. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 10 of 20 No. Name of creditor and Name, telephone number, Nature of Indicate if Estimated complete mailing address, and complete mailing claim (trade claim is amount of claim including zip code address, including zip code, debt, bank contingent, (if secured, also of employee, agent, or loan, unliquidated, state value of department of creditor government disputed, or security) familiar with claim contract, etc.) subject to as of 12/31/12 who may be contacted setoff1 2. Lions Gate Films Inc. Lions Gate Films Inc. Trade $ 2,155,961.00 2700 Colorado Avenue, 2700 Colorado Avenue, #200 #200 Santa Monica, CA 90404 Santa Monica, CA 90404 Attn: Attn: General Counsel Tel: (310) 449-9200 Fax: (310) 255-3870 e-mail: 3. Universal Pay Television Universal Pay Television Trade $ 2,019,635.00 100 Universal City Plaza 100 Universal City Plaza Bldg 502-2 Bldg 502-2 Universal City, CA 91608 Universal City, CA 91608 Attn: Attn: Tel: (818) 777-1000 Fax: (818) 866-3600 e-mail: 4. Home Box Office, Inc. Home Box Office, Inc. Trade $ 1,752,121.00 c/o CT Corporation System c/o CT Corporation System 111 Eighth Avenue 111 Eighth Avenue New York, NY 10011 New York, NY 10011 Attn: Attn: Tel: (212) 512-1000 Fax: (212) 512-1182 e-mail: 5. Warner Home Video Warner Home Video Trade $ 1,436,111.00 c/o CT Corporation System c/o CT Corporation System 111 Eighth Avenue 111 Eighth Avenue New York, NY 10011 New York, NY 10011 Attn: Attn: Tel: (818) 954-6000 Fax: (818) 954-6480 e-mail: 6. Columbia/Sony Pictures Columbia/Sony Pictures Trade $ 1,359,877.00 Home Entertainment Home Entertainment 10202 W. Washington Blvd. 10202 W. Washington Blvd. SPP 1132 SPP 1132 Culver City CA 90232 Culver City CA 90232 Attn: Attn: Tel: (310) 244-4000 Fax: (310) 280-1200 e-mail: US_ACTIVE:441231821459848.0004
  • 11. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 11 of 20 No. Name of creditor and Name, telephone number, Nature of Indicate if Estimated complete mailing address, and complete mailing claim (trade claim is amount of claim including zip code address, including zip code, debt, bank contingent, (if secured, also of employee, agent, or loan, unliquidated, state value of department of creditor government disputed, or security) familiar with claim contract, etc.) subject to as of 12/31/12 who may be contacted setoff1 7. Twentieth Century Fox Twentieth Century Fox Trade $ 1,178,160.00 c/o CT Corporation System c/o CT Corporation System 111 Eighth Avenue 111 Eighth Avenue New York, NY 10011 New York, NY 10011 Attn: Attn: Tel: (310) 277-2211 Fax: (310) 203-1558 e-mail: 8. Nomadix Inc. Nomadix Inc. Trade $ 1,108,397.00 2711 Centerville Road, 2711 Centerville Road, Suite 400 Suite 400 Wilmington, DE 19808 Wilmington, DE 19808 Attn: Attn: Tel: (818) 597-1500 Fax: (818) 597-1502 e-mail: 9. Docomo Intertouch Ptd Ltd. Docomo Intertouch Ptd Ltd. Trade $ 953,326.00 89C Science Park Drive, 89C Science Park Drive, #03-09/12 #03-09/12 The Rutherford Singapore The Rutherford Singapore Science Park I Science Park I Singapore Singapore 118261 118261 Attn: Attn: Tel: ( ) Fax: ( ) e-mail: 10. Relativity Media LLC Relativity Media LLC Trade $ 688,529.00 c/o Relativity Media LLC c/o Relativity Media LLC (IS 8899 Beverly Blvd., Suite THAT RIGHT?) 510 8899 Beverly Blvd., Suite West Hollywood, CA 90048 510 Attn: West Hollywood, CA 90048 Attn: Tel: (310) 859-1250 Fax: (310) 859-1254 e-mail: US_ACTIVE:441231821459848.0004
  • 12. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 12 of 20 No. Name of creditor and Name, telephone number, Nature of Indicate if Estimated complete mailing address, and complete mailing claim (trade claim is amount of claim including zip code address, including zip code, debt, bank contingent, (if secured, also of employee, agent, or loan, unliquidated, state value of department of creditor government disputed, or security) familiar with claim contract, etc.) subject to as of 12/31/12 who may be contacted setoff1 11. Technicolor USA Inc. Technicolor USA Inc. Trade $ 651,825.00 101 W. 103rd Street 101 W. 103rd Street Indianapolis, IN 46290 Indianapolis, IN 46290 Attn: Attn: Tel: (317) 587-3000 Fax: (317) 587-6765 e-mail: 12. Buena Vista Television-Pay Buena Vista Television-Pay Trade $ 642,011.00 Per View Per View 500 S. Buena Vista Street 500 S. Buena Vista Street Burbank, CA 91521-0105 Burbank, CA 91521-0105 Attn: Attn: Tel: (818) 560-9300 Fax: (818) 560-5296 e-mail: 13. Showtime Networks, Inc. Showtime Networks, Inc. Trade $ 460,922.00 c/o Adrienne Harrington c/o Adrienne Harrington 51 W. 52nd Street (19-13) 51 W. 52nd Street (19-13) New York, NY 10019 New York, NY 10019 Attn: Tel: (212) 708-1600 Fax: (212) 708-1217 e-mail: 14. Microsoft Corporation Microsoft Corporation Trade $ 432,055.00 Legal & Corporate Affairs Legal & Corporate Affairs Volume & Licensing Group Volume & Licensing Group One Microsoft Way One Microsoft Way Redmond, WA 98052 Redmond, WA 98052 Attn: Attn: Tel: Fax: (425) 936-7329 e-mail: 15. Universal Electronics Inc. Universal Electronics Inc. Trade $ 394,156.00 6101 Gateway Drive 6101 Gateway Drive Cypress, CA 90630 Cypress, CA 90630 Attn: General Counsel Attn: General Counsel Tel: Fax: e-mail: dtanaka@ueic.com US_ACTIVE:441231821459848.0004
  • 13. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 13 of 20 No. Name of creditor and Name, telephone number, Nature of Indicate if Estimated complete mailing address, and complete mailing claim (trade claim is amount of claim including zip code address, including zip code, debt, bank contingent, (if secured, also of employee, agent, or loan, unliquidated, state value of department of creditor government disputed, or security) familiar with claim contract, etc.) subject to as of 12/31/12 who may be contacted setoff1 16. ABC Cable Networks Group ABC Cable Networks Group Trade $ 363,103.00 2711 Centerville Road, 2711 Centerville Road, Suite 400 Suite 400 Wilmington, DE 19808 Wilmington, DE 19808 Attn: Attn: Tel: (818) 560-1000 Fax: (818) 560-1930 e-mail: 17. Guest-Tek Interactive Guest-Tek Interactive Trade $ 332,105.00 Entertainment LTD Entertainment LTD 12825 Ventura Boulevard 12825 Ventura Boulevard Studio City, CA 91604-2368 Studio City, CA 91604-2368 Attn: Attn: Tel: (403) 509-1010 Fax: (403) 509-1011 e-mail: 18. ASCAP ASCAP Trade $ 324,491.00 c/o The American Society of c/o The American Society of Composers, Authors & Composers, Authors & Publishers Publishers ASCAP Building ASCAP Building One Lincoln Plaza One Lincoln Plaza New York, NY 10023 New York, NY 10023 Attn: Attn: Tel: (212) 621-6000 Fax: (212) 621-8453 e-mail: 19. Invision Inc. Invision Inc. Trade $ 300,000.00 28 W. 44th Street 28 W. 44th Street New York, NY 10036 New York, NY 10036 Attn: Attn: Tel: (212) 557-5554 Fax: (212) 557-4454 e-mail: US_ACTIVE:441231821459848.0004
  • 14. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 14 of 20 No. Name of creditor and Name, telephone number, Nature of Indicate if Estimated complete mailing address, and complete mailing claim (trade claim is amount of claim including zip code address, including zip code, debt, bank contingent, (if secured, also of employee, agent, or loan, unliquidated, state value of department of creditor government disputed, or security) familiar with claim contract, etc.) subject to as of 12/31/12 who may be contacted setoff1 20. Summit Entertainment LLC Summit Entertainment LLC Trade $ 294,132.00 4600 150th Avenue NE 4600 150th Avenue NE Redmond, WA 98052 Redmond, WA 98052 Attn: Attn: Tel: (310) 309-8400 Fax: (310) 828-4132 e-mail: 21. Magnolia Pictures, LLC Magnolia Pictures, LLC Trade $ 285,115.00 1614 W. 5th Street 1614 W. 5th Street Austin, TX 78703 Austin, TX 78703 Attn: Attn: Tel: (386) 760-8224 Fax: (212) 924-6742 e-mail: 22. Invidi Technologies Invidi Technologies Trade $ 250,399.00 Corporation Corporation 750 College Road East 750 College Road East Princeton, NJ 08540 Princeton, NJ 08540 Attn: Attn: Tel: (609) 759-3580 Fax: (609) 759-3581 e-mail: 23. Nintendo of America, Inc. Nintendo of America, Inc. Trade $ 244,941.00 4600 150th Avenue NE 4600 150th Avenue NE Redmond, WA 98052 Redmond, WA 98052 Attn: Attn: Tel: (425) 882-2040 Fax: (425) 882-3585 e-mail: 24. Paramount Pictures Paramount Pictures Trade $ 211,306.00 5555 Melrose Ave. 5555 Melrose Ave. Los Angeles, CA 90038 Los Angeles, CA 90038 Attn: Attn: Tel: (323) 956-5000 Fax: (323) 862-1075 e-mail: US_ACTIVE:441231821459848.0004
  • 15. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 15 of 20 No. Name of creditor and Name, telephone number, Nature of Indicate if Estimated complete mailing address, and complete mailing claim (trade claim is amount of claim including zip code address, including zip code, debt, bank contingent, (if secured, also of employee, agent, or loan, unliquidated, state value of department of creditor government disputed, or security) familiar with claim contract, etc.) subject to as of 12/31/12 who may be contacted setoff1 25. Starz Media LLC Starz Media LLC Trade $ 195,098.00 8900 Liberty Circle 8900 Liberty Circle Englewood, CO 80112 Englewood, CO 80112 Attn: Attn: Tel: (818) 748-4000 Fax: (818) 748-4601 e-mail: 26. Millennium Entertainment Millennium Entertainment Trade $ 152,838.00 LLC LLC 5900 Wilshire Blvd 5900 Wilshire Blvd 18th Fl, Ste 1800 18th Fl, Ste 1800 Los Angeles, CA 90036 Los Angeles, CA 90036 Attn: Attn: Tel: (310) 893-6289 Fax: (323) 937-0934 e-mail: 27. Microspace Microspace Trade $ 138,350.00 3100 Highwoods Blvd. 3100 Highwoods Blvd. Ste 120 Ste 120 Raleigh, NC 27604 Raleigh, NC 27604 Attn: Attn: Tel: (919) 850-4510 Fax: (919) 850-4518 e-mail: 28. Swank Healthcare Swank Healthcare Trade $ 133,696.00 10795 Watson Avenue 10795 Watson Avenue Saint Louis, MO 63127 Saint Louis, MO 63127 Attn: Attn: Tel: (800) 950-4248 Fax: (314) 289-2187 e-mail: 29. Broadcast Music Inc. Broadcast Music Inc. Trade $ 127,408.00 320 West 57th St. 320 West 57th St. New York, NY 10019 New York, NY 10019 Attn: Attn: Tel: (212) 220-3000 Fax: (212) 246-2163 e-mail: US_ACTIVE:441231821459848.0004
  • 16. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 16 of 20 No. Name of creditor and Name, telephone number, Nature of Indicate if Estimated complete mailing address, and complete mailing claim (trade claim is amount of claim including zip code address, including zip code, debt, bank contingent, (if secured, also of employee, agent, or loan, unliquidated, state value of department of creditor government disputed, or security) familiar with claim contract, etc.) subject to as of 12/31/12 who may be contacted setoff1 30. Cable, Antenna & Television Cable, Antenna & Television Trade $ 122,288.00 Services Services 935 Zion Church Rd. 935 Zion Church Rd. Torrance, CA 90503-5502 Torrance, CA 90503-5502 Attn: Dennis Vajgert Attn: Dennis Vajgert Tel: ( ) Fax: ( ) e-mail: US_ACTIVE:441231821459848.0004
  • 17. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 17 of 20 DECLARATION CONCERNING CONSOLIDATED LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS I, the undersigned authorized officer of the debtor in this case, declare under penalty of perjury that I have reviewed the foregoing Consolidated List of Creditors Holding 30 Largest Unsecured Claims and that the list is true and correct to the best of my information and belief. Dated: January 27, 2013 /s/ James G. Naro By: James G. Naro Title: Co-Chief Executive Officer US_ACTIVE:441231821459848.0004
  • 18. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 18 of 20 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------x : In re : Chapter 11 : LODGENET INTERACTIVE : CORPORATION : Case No. 13-_____ (__) : Debtor. : ----------------------------------------------------------------x DECLARATION CONCERNING LIST OF CREDITORS1 Contemporaneously herewith, the above-captioned debtor and its affiliated debtors (the “Debtors”) have filed a motion requesting a waiver of the requirement for filing a list of creditors pursuant to Sections 105(a), 342(a), and 521(a)(1) of chapter 11 of title 11 of the United States Code, Rules 1007(a)(1) and 2002(a), (f), and (l) of the Federal Rules of Bankruptcy Procedure, Rule 1007-1 of the Local Bankruptcy Rules for the Southern District of New York, and General Orders M-133, M-137, M-138, M-192 and M-409 of the United States Bankruptcy Court for the Southern District of New York. The Debtors propose to furnish their list of creditors to the proposed claims and noticing agent. The Debtors have consulted with and received the approval of the Clerk of this Court to implement the foregoing procedures. The list of creditors will contain only those creditors whose names and addresses were maintained in the Debtors’ consolidated database or were otherwise ascertainable by the Debtors prior to the commencement of the case. 1 The information herein shall not constitute an admission of liability by, nor is it binding on, the Debtors. US_ACTIVE:441231821459848.0004
  • 19. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 19 of 20 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------x : In re : Chapter 11 : LODGENET INTERACTIVE : CORPORATION : Case No. 13-_____ (__) : Debtor. : ----------------------------------------------------------------x DECLARATION CONCERNING LIST OF EQUITY SECURITY HOLDERS Contemporaneously herewith, the above-captioned debtor (“Debtor”) has filed a motion requesting a waiver of the requirement to file a list of equity security holders pursuant to Rule 1007(a)(3) of the Federal Rules of Bankruptcy Procedure. The Debtor proposes that equity security holders will not be prejudiced because if it becomes necessary for such equity security holders to file proofs of interest, the Debtor will provide them with notice of the bar date and they will have an opportunity to assert their interests at that time. US_ACTIVE:441231821459848.0004
  • 20. 13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg 20 of 20 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------x : In re : Chapter 11 : LODGENET INTERACTIVE : CORPORATION : Case No. 13-_____ (__) : Debtor. : ----------------------------------------------------------------x CORPORATE OWNERSHIP STATEMENT PURSUANT TO RULE 1007(a)(1) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure and Rule 1007-3 of the Local Rules for the United States Bankruptcy Court for the Southern District of New York, LodgeNet Interactive Corporation, as debtor and debtor in possession (the “Debtor”), respectfully represents as follows: 1. To the best of the Debtor’s knowledge and belief based on publicly filed disclosures, no entity owns more than 10% of the equity interests of the Debtor. 2. The Debtor does not directly or indirectly own 10% or more of any class of equity interests in any corporation whose securities are publicly traded. DECLARATION CONCERNING CORPORATE OWNERSHIP STATEMENT I, James G. Naro, am an authorized officer of LodgeNet Interactive Corporation, the debtor in this case (the “Debtor”), and in such capacity, am familiar with the financial affairs of the Debtor. I declare under penalty of perjury that I have reviewed this corporate ownership statement and that it is true and correct to the best of my information and belief. Dated: January 27, 2013 /s/ James G. Naro By: James G. Naro Title: Co-Chief Executive Officer US_ACTIVE:441231821459848.0004