**Exhibit 10.27****LODGENET ENTERTAINMENT CORPORATION****SEVENTH AMENDMENT TO CREDIT AGREEMENT**     This **SEVENTH AMENDMENT TO CREDIT AGREEMENT**(this **“Amendment”)**is dated as of October      *,*2006 and entered into by and between**LODGENET ENTERTAINMENT CORPORATION,**a Delaware corporation **(“Borrower”)**and **CANADIAN IMPERIAL BANKOF COMMERCE**, as administrative agent for the Lenders (in such capacity, **“Administrative Agent”**),and is made with reference to that certain Credit Agreement dated asof August 29, 2001, as amended(the **“Credit Agreement”),**by and among Borrower, the Lenders named therein, Administrative Agent,the Syndication Agent named therein, the Co-Documentation Agents named therein, the Co-LeadArrangers named therein and the Swing Line Lender named therein. Capitalized terms used hereinwithout definition shall have the same meanings herein as set forth in the Credit Agreement.**RECITALS**     WHEREAS, Borrower and Lenders desire to make certain amendments to the Credit Agreement asprovided for herein;     **NOW,THEREFORE,** in consideration of the premises and the agreements, provisions and covenantsherein contained, the parties hereto agree as follows:     **Section 1. AMENDMENTS TO THE CREDIT AGREEMENT**     **1.1****Amendments to Section 1: Certain Defined Terms.**     **A.** Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definitionof “Consolidated EBITDA” in its entirety and by inserting in lieu thereof the following:**“Consolidated EBITDA”**means, for any period, the sum, without duplication, ofthe amounts for such period of (i) Consolidated Net Income, plus the following to theextent deducted in determining Consolidated Net Income, any purchase accountingadjustments, change of control payments, fees and expenses and othernon-recurringitems or expenses the aggregate amount of which does not exceed $1,500,000 incurredin connection with an Investment permitted under subsection 7.3(vi) of the CreditAgreement to the extent reasonably satisfactory to the Co-Lead Arrangers, (ii)Consolidated Interest Expense, (iii) provisions for taxes based on income, (iv) totaldepreciation expense, (v) total amortization expense, and(vi) other non-recurring andnon-cash items reducing Consolidated Net Income, less interest income and anynon-recurring and non-cash items increasing Consolidated Net Income, all of theforegoing as determined on a consolidated basis for Borrower and its Subsidiaries inconformity with GAAP.”
 

 
     **1.2****Amendments to Section 2: Amounts and Terms of Commitments and Loans.**     **A.** Subsection 2.3A of the Credit Agreement is hereby amended by deleting itin its entirety and by inserting in lieu thereof the following:**“Revolving Loan Commitment Fees.** Borrower agrees to pay to AdministrativeAgent, for distribution to each Lender in proportion to that Lender’s Pro Rata Shareof the Revolving Loan Commitments, commitment fees for the period from and includingthe Closing Date to and excluding the Revolving Loan Commitment Termination Dateequal to the average of the daily excess of the Revolving Loan Commitments over thesum of (i) the aggregate principal amount of outstanding Revolving Loans (but notany outstanding Swing Line Loans) plus (ii) the Letter of Credit Usagemultiplied by 0.375% per annum, such commitment fees to be calculated on thebasis of a 360-day year and the actual number of days elapsed and to be payablequarterly in arrears on the last Business Day of each March, June, September andDecember of each Fiscal Year, commencing on the first such date to occur after theClosing Date, and on the Revolving Loan Commitment Termination Date.”**1.3****Amendments to Section 7: Borrower’s Negative Covenants.**     **A.** Subsection 7.3(vi) of the Credit Agreement is hereby amended by deleting it inits entirety and by inserting in lieu thereof the following:“(vi) so long as no Potential Event of Default or Event of Default hasoccurred and is continuing at the time of such Investment, Borrower and its DomesticSubsidiaries that are Subsidiary Guarantors may make and own otherInvestments in anaggregate amount not to exceed at any time $25,000,000;”     **B.** Subsection 7.5 of the Credit Agreement is hereby amended by deleting in their entirety thesecond and third provisos in the first sentence and by inserting in lieu thereof the following:“providedfurther so long as no Potential Event of Default or Event ofDefault has occurred and is continuing, Borrower and its Subsidiaries may makeRestricted Junior Payments in the form of share repurchases or dividends in anaggregate amount not to exceed $25,000,000;”     **Section 2. CONDITIONS TO EFFECTIVENESS**     Section 1 of this Amendment shall become effective only upon the satisfaction of all ofthe following conditions precedent (the date of satisfaction of such conditions being referred toherein as the **“Amendment Effective Date”):**     **A.** On or before the Amendment Effective Date, Borrower shall deliver to Lenders (or toAdministrative Agent for Lenders with sufficient originally executed copies,
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where appropriate, for each Lender and its counsel) copies of this Amendment, executed by Borrower.     **B.** On or before the Amendment Effective Date, all corporate and other proceedings taken or tobe taken in connection with the transactions contemplated hereby and all documents incidentalthereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, andits counsel shall be satisfactory in form and substance to Administrative Agent and such counsel,and Administrative Agent and such counsel shall have received all such counterpart originals orcertified copies of such documents as Administrative Agent may reasonably request.     **C.** On or before the Amendment Effective Date, Administrative Agent shall have received anexecuted consent to this Amendment in the form attached hereto as**Exhibit A** (a **“Lender Consent”**)from Requisite Lenders and from each Revolving Lender.     **Section 3. BORROWER’S REPRESENTATIONS AND WARRANTIES**     In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement inthe manner provided herein, Borrower represents and warrants to each Lender that the followingstatements are true, correct and complete:     **A. Corporate Power and Authority.**Borrower has all requisite corporate power and authority toenter into this Amendment and to carry out the transactions contemplated by, and perform itsobligations under, the Credit Agreement as amended by this Amendment (the **“Amended Agreement”**).     **B. Authorization of Agreements.**The execution and delivery of this Amendment and theperformance of the Amended Agreement have been duly authorized by all necessary corporate action onthe part of Borrower.     **C. No Conflict.**The execution and delivery by Borrower of this Amendment and the performanceby Borrower of the Amended Agreement do not and will not (i) violate any provision of any law orany governmental rule or regulation applicable to Borrower or any of its Subsidiaries, theCertificate or Articles of Incorporation or Bylaws of Borrower or any of its Subsidiaries or anyorder, judgment or decree of any court or other agency of government binding on Borrower or any ofits Subsidiaries; (ii) conflict with, result in a breach of or constitute (with due notice or lapseof time or both) a default under any Contractual Obligation of Borrower or any of its Subsidiaries;(iii) result in or require the creation or imposition of any Lien upon any of the properties orassets of Borrower or any of its Subsidiaries; or (iv) require any approval of stockholders or anyapproval or consent of any Person under any Contractual Obligation of Borrower or any of itsSubsidiaries.     **D. Governmental Consents.** The execution and delivery by Borrower of this Amendment and theperformance by Borrower of the Amended Agreement do not and will not require any registration with,consent or approval of, or notice to, or other action to, with or by, any federal, state or othergovernmental authority or regulatory body.
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     **E. Binding Obligation.**This Amendment and the Amended Agreement have been duly executed anddelivered by Borrower and are the legally valid and binding obligations of Borrower, enforceableagainst Borrower in accordance with their respective terms, except as may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rightsgenerally or by equitable principles relating to enforceability.     **F. Incorporation of Representations and Warranties From Credit Agreement.**The representationsand warranties contained in Section 5 of the Credit Agreement are and will be true, correct andcomplete in all material respects on and as of the Amendment Effective Date to the same extent asthough made on and as of that date, except to the extent such representations and warrantiesspecifically relate to an earlier date, in which case they were true, correct and complete in allmaterial respects on and as of such earlier date.     **G. Absence of Default.**No event has occurred and is continuing or will result from theconsummation of the transactions contemplated by this Amendment that would constitute an Event ofDefault or a Potential Event of Default.     **Section 4. MISCELLANEOUS**     **A. Referenceto and Effect on the Credit Agreement and the Other Loan Documents.**     (i) On and after the Amendment Effective Date, each reference in the Credit Agreementto “this Agreement”, “hereunder”, “hereof, “herein” or words of like import referring to the CreditAgreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”,“thereof or words of like import referring to the Credit Agreement shall mean and be a reference tothe Amended Agreement.     (ii) Except as specifically amended by this Amendment, the Credit Agreement and theother Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.     (iii) The execution, delivery and performance of this Amendment shall not, except asexpressly provided herein, constitute a waiver of any provision of, or operate as a waiver of anyright, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any ofthe other Loan Documents.     **B. Fees and Expenses.**Borrower acknowledges that all costs, fees and expenses as described insubsection 10.2 of the Credit Agreement incurred by Administrative Agent and its counsel withrespect to this Amendment and the documents and transactions contemplated hereby shall be for theaccount of Borrower.     **C. Headings.**Section and subsection headings in this Amendment are included herein forconvenience of reference only and shall not constitute a part of this Amendment for any otherpurpose or be given any substantive effect.
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EXHIBIT A