##### 



Exhibit 10.34
 EXECUTION COPY
 STOCK PURCHASE AGREEMENT
 by and among
 LODGENET ENTERTAINMENT CORPORATION
 and
 LIBERTY SATELLITE & TECHNOLOGY, INC.
 and
 LIBERTY MEDIA CORPORATION
 December 13, 2006




---



##### 



PageARTICLE I DEFINITIONS
    
    
    1Section 1.1.
    
    Definitions.
    
    
    1Section 1.2.
    
    Tax Terms.
    
    
    8Section 1.3.
    
    Terms Generally.
    
    
    8ARTICLE II PURCHASE AND
SALE OF SHARES; CLOSING
    
    
    9Section 2.1.
    
    Purchase and Sale of Shares.
    
    
    9Section 2.2.
    
    Purchase Price.
    
    
    9Section 2.3.
    
    Adjustment.
    
    
    9Section 2.4.
    
    Closing.
    
    
    11Section 2.5.
    
    Closing Deliveries.
    
    
    11Section 2.6.
    
    Stock Adjustment.
    
    
    12ARTICLE III REPRESENTATIONS
AND WARRANTIES OF SELLER
AND LIBERTY
REGARDING THE COMPANY AND
ITS SUBSIDIARIES
    
    
    12Section 3.1.
    
    Organization, Qualification and Corporate Power.
    
    
    12Section 3.2.
    
    Capitalization.
    
    
    12Section 3.3.
    
    Subsidiaries and Equity Affiliates.
    
    
    13Section 3.4.
    
    Financial Statements.
    
    
    13Section 3.5.
    
    Assets and Liabilities of the Company.
    
    
    14Section 3.6.
    
    No Undisclosed Liabilities.
    
    
    15Section 3.7.
    
    Noncontravention; Consents.
    
    
    15Section 3.8.
    
    Compliance with Legal Requirements.
    
    
    15Section 3.9.
    
    Title to Assets.
    
    
    15Section 3.10.
    
    Intellectual Property.
    
    
    16Section 3.11.
    
    Real Property; Real Property Leases.
    
    
    16Section 3.12.
    
    Contracts.
    
    
    17Section 3.13.
    
    Litigation.
    
    
    19Section 3.14.
    
    Environmental, Health, and Safety Matters.
    
    
    19Section 3.15.
    
    Employees.
    
    
    20Section 3.16.
    
    Labor Relations.
    
    
    20Section 3.17.
    
    Employee Benefits.
    
    
    20Section 3.18.
    
    Insurance.
    
    
    21Section 3.19.
    
    Related Party Transactions.
    
    
    22Section 3.20.
    
    Brokers Fees.
    
    
    22Section 3.21.
    
    Absence of Certain Changes or Events.
    
    
    22ARTICLE IV ADDITIONAL REPRESENTATIONS AND WARRANTIES
    
    
    22Section 4.1.
    
    Organization of Seller.
    
    
    22Section 4.2.
    
    Authorization; Binding Effect.
    
    
    23Section 4.3.
    
    Noncontravention; Consents.
    
    
    23Section 4.4.
    
    Shares.
    
    
    23Section 4.5.
    
    Brokers Fees.
    
    
    23
 i




---



##### 



PageSection 4.6.
    
    Investment Intent.
    
    
    23Section 4.7.
    
    Disclosure of Information.
    
    
    24Section 4.8.
    
    Accredited Investor.
    
    
    24Section 4.9.
    
    Restricted Securities.
    
    
    24ARTICLE V REPRESENTATIONS
AND WARRANTIES OF BUYER
    
    
    24Section 5.1.
    
    Organization of Buyer.
    
    
    24Section 5.2.
    
    Authorization; Binding Effect; Financial Capability.
    
    
    24Section 5.3.
    
    Noncontravention; Consents.
    
    
    24Section 5.4.
    
    Investment Intent.
    
    
    25Section 5.5.
    
    Disclosure of Information.
    
    
    25Section 5.6.
    
    Accredited Investor.
    
    
    25Section 5.7.
    
    Restricted Securities.
    
    
    25Section 5.8.
    
    Certain Proceedings.
    
    
    25Section 5.9.
    
    Brokers Fees.
    
    
    25Section 5.10.
    
    Delivery of Share Consideration.
    
    
    25Section 5.11.
    
    SEC Filings; Financial Information.
    
    
    26ARTICLE VI PRE-CLOSING
COVENANTS
    
    
    26Section 6.1.
    
    Commercially Reasonable Efforts.
    
    
    26Section 6.2.
    
    Notices and Consents.
    
    
    27Section 6.3.
    
    Operation of Business.
    
    
    27Section 6.4.
    
    Access and Investigation.
    
    
    28Section 6.5.
    
    Notification.
    
    
    29Section 6.6.
    
    Subsequent Financial Statements.
    
    
    29Section 6.7.
    
    Subsequent Filings.
    
    
    29Section 6.8.
    
    Non-Solicitation.
    
    
    29Section 6.9.
    
    Assistance with Financing.
    
    
    30Section 6.10.
    
    Assistance with Acquisition of Minority Ownership of THN.
    
    
    30ARTICLE VII OTHER MATTERS
    
    
    31Section 7.1.
    
    Understanding Regarding Disclaimer
of Warranties of Buyer.
    
    
    31Section 7.2.
    
    Understanding Regarding Disclaimer
of Warranties of Seller.
    
    
    31Section 7.3.
    
    HSR Act Filings.
    
    
    32Section 7.4.
    
    Special Actions.
    
    
    32Section 7.5.
    
    Confidentiality.
    
    
    32Section 7.6.
    
    Employee Matters.
    
    
    33Section 7.7.
    
    Further Cooperation.
    
    
    36Section 7.8.
    
    Non-Disparagement.
    
    
    36Section 7.9.
    
    Company Audited Financial Statements.
    
    
    37ARTICLE VIII CONDITIONS TO CLOSING
    
    
    37Section 8.1.
    
    Conditions to Obligation of Buyer.
    
    
    37Section 8.2.
    
    Conditions to Obligation of Seller.
    
    
    39ARTICLE IX TAX MATTERS
    
    
    40Section 9.1.
    
    Tax Definitions.
    
    
    40Section 9.2.
    
    Tax Representations.
    
    
    41Section 9.3.
    
    Tax Covenants.
    
    
    43
 ii




---



##### 



PageSection 9.4.
    
    Tax Sharing Agreements.
    
    
    43Section 9.5.
    
    Tax Refunds and Credits.
    
    
    43Section 9.6.
    
    Cooperation on Tax Matters.
    
    
    43Section 9.7.
    
    Certain Taxes and Fees.
    
    
    44ARTICLE X TERMINATION
    
    
    44Section 10.1.
    
    Termination of Agreement.
    
    
    44Section 10.2.
    
    Termination Date.
    
    
    45Section 10.3.
    
    Effect of Termination.
    
    
    45ARTICLE XI INDEMNIFICATION
    
    
    46Section 11.1.
    
    Survival.
    
    
    46Section 11.2.
    
    General Indemnification.
    
    
    47ARTICLE XII MISCELLANEOUS
    
    
    52Section 12.1.
    
    Public Announcements.
    
    
    52Section 12.2.
    
    No Third-Party Beneficiaries.
    
    
    52Section 12.3.
    
    Successors and Assigns.
    
    
    52Section 12.4.
    
    Entire Agreement.
    
    
    53Section 12.5.
    
    Notices.
    
    
    53Section 12.6.
    
    Governing Law; Jurisdiction.
    
    
    54Section 12.7.
    
    Amendments and Waivers.
    
    
    54Section 12.8.
    
    Severability.
    
    
    54Section 12.9.
    
    Expenses.
    
    
    54Section 12.10.
    
    Construction.
    
    
    54Section 12.11.
    
    Incorporation of Exhibits and Schedules.
    
    
    55Section 12.12.
    
    Headings.
    
    
    55Section 12.13.
    
    Facsimile; Counterparts Signatures.
    
    
    55
 iii




---



##### 



Schedules3.3 Subsidiaries and Equity Affiliates3.7 Notices and Consents3.9 Permitted Encumbrances3.10 Intellectual Property3.11 Real Property Leases3.12 Contracts3.17(a) Employee Benefit Plans3.17(c) Multiemployer Plans3.17(g) Non-US Plans3.18 Insurance3.19(a) Contracts and Arrangements Involving Related Parties3.19(b) Master Purchasing Arrangements5.11 Current Filings6.3 Permitted Actions by Seller, the Company and its Subsidiaries7.6 Employee Matters8.1(j) Required Content Agreements9.2(c) Tax Consolidated Groups9.4 Tax Sharing AgreementsDisclosure Schedule
 iv




---



##### 



STOCK PURCHASE AGREEMENT
 Agreement Agreement Date Buyer Seller Liberty Party Parties
 RECITALS
 Company ONCO
 Shares
  NOW, THEREFORE,
 ARTICLE I
DEFINITIONS
 Definitions
 Affiliate
 Agreement
 Agreement Date
 Antitrust Division
 Antitrust Law
 1




---



##### 



Ascent Intercompany Indebtedness
 Authorized Representatives
 Balance Sheet
 Balance Sheet Date
 Bank Commitment Letter
 Bank Financing
 Bear Stearns
 Benefit Plans
 Business Day
 Buyer
 Buyer 401(k) Plan
 Buyers Fundamental Representations
 Buyer Indemnified Parties
 Buyer Tax Loss
 Cafeteria Plan
 Cash Consideration
 Closing
 Closing Date
 Closing Date Calculations
 Closing Purchase Price Adjustment
 2




---



##### 



Closing Working Capital
 COBRA
 Code
 Company
 Company Group
 Company Audited Financial Statements
 Company Unaudited Financial Statements
 Contracts
 Control
 Current Filings
 Disclosing Party
 Disclosure Schedule
 Encumbrance
 Environmental, Health, and Safety Requirements
 3




---



##### 



Equity Affiliates
 ERISA
 ERISA Affiliate
 ERISA Plans
 Estimated Closing Working Capital
 Existing NDA
 Final Purchase Price Adjustment
 Financial Information
 Financial Statements
 FTC
 GAAP
 Governmental Authority
 HSR Act
 Income Tax
 Indebtedness
 4




---



##### 



Indemnified Party
 Independent Accounting Firm
 Information Memorandum
 Intellectual Property
 Interim Financial Statements
 Legal Requirement
 Liability
 Liberty
 Liberty 401(k) Plan
 Liberty Benefit Plans
 Liberty Group
 Liberty Intercompany Debt
 Losses
 5




---



##### 



Material Adverse Effect
 MFN Clause
 Non-US Plans
 Notifying Party
 Objection Notice
 ONCO
 ONCO Stock Plan
 Ordinary Course of Business
 Party Parties
 Permits
 Permitted Encumbrances
 6




---



##### 



Schedule 3.9
 Person
 Proceeding
 Purchase Price
 Real Property Leases
 Receiving Party
 Representatives
 Responsible Party
 Retention Plan
 SEC
 Securities Act
 Seller
 Sellers Financial Advisors
 Sellers Fundamental Representations
 Seller Indemnified Parties
 Seller Tax Loss
 Share Consideration
 7




---



##### 



Share Consideration Value
 Shares
 Stockholders Agreement
 Subsidiaries
 Survival Period
 Target Working Capital
 Terminated ONCO 401(k) Plans
 Termination Date
 THN
 THN Balance Sheet
 THN Contracts
 THN Financial Statements
 THN Interim Financial Statements
 Threshold
 WARN Act
 Tax Terms
 Terms Generally provided,
however,
 8




---



##### 



ARTICLE II
 PURCHASE AND SALE OF SHARES; CLOSING
 Purchase and Sale of Shares
 Purchase Price Purchase Price
  Cash Consideration
   Adjustment
  9




---



##### 



Closing Purchase Price
Adjustment Estimated Closing Working
Capital
 Final Purchase Price Adjustment
  Balance Sheet Date
 Closing Date Calculations
 th Objection Notice
 10




---



##### 



th Independent Accounting
Firm
 Closing Closing Closing Date
 Closing Deliveries
       11




---



##### 



Stock Adjustment.
 ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER AND LIBERTY
REGARDING THE COMPANY AND ITS SUBSIDIARIES
 Disclosure Schedule
 Organization, Qualification and Corporate Power
 Capitalization.
 12




---



##### 



Subsidiaries and Equity Affiliates Schedule 3.3 Schedule 3.3
 Financial Statements Financial
Statements Company Unaudited Financial Statements Balance Sheet
 13




---



##### 



Interim Financial
Statements provided, however, THN Financial
Statements THN Balance Sheet THN Interim Financial Statements provided, however,
 Assets and Liabilities of the Company
 14




---



##### 



No Undisclosed Liabilities
 Noncontravention; Consents Schedule
3.7
 Compliance with Legal Requirements
 Title to Assets Schedule 3.9
 15




---



##### 



Intellectual Property Schedule 3.10 Schedule 3.10
 Real Property; Real Property Leases Schedule 3.11 Real
Property Leases
 16




---



##### 



Contracts Schedule 3.12 Contracts
  MFN Clause
      17




---



##### 



THN Contracts
       18




---



##### 



Litigation
 Environmental, Health, and Safety Matters
   19




---



##### 



Employees
 Labor Relations
 Employee Benefits
 Schedule 3.17(a)
 20




---



##### 



ERISA
Affiliate ERISA Benefit Plans Schedule 3.17(a) ERISA
Plans
  Schedule 3.17(c)
    Schedule 3.17(g) Non-US Plans
 Insurance Schedule 3.18
 21




---



##### 



Related Party Transactions. Schedule 3.19(a) Company Group Liberty Group Schedule 3.19(a) Schedule 3.19(b)
 Customers.
 Brokers Fees.
 Absence of Certain Changes or Events
 ARTICLE IV
ADDITIONAL REPRESENTATIONS AND WARRANTIES
  Organization of Seller
 22




---



##### 



Authorization; Binding Effect
 Noncontravention; Consents Schedule
3.7
 Shares
 Brokers Fees Sellers Financial Advisors
 Investment Intent
 23




---



##### 



Disclosure of Information
 Accredited Investor
 Restricted Securities
 ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
  Organization of Buyer
 Authorization; Binding Effect; Financial Capability
    Noncontravention; Consents
 24




---



##### 



Investment Intent
 Disclosure of Information
 Accredited Investor
 Restricted Securities
 Certain Proceedings
 Brokers Fees
 Delivery of Share Consideration.
 25




---



##### 



SEC Filings; Financial Information
  Schedule 5.11 Current Filings
   ARTICLE VI
PRE-CLOSING COVENANTS
  Commercially Reasonable Efforts
 26




---



##### 



Notices and Consents
 Operation of Business Schedule 6.3
       27




---



##### 



28




---



##### 



Access and Investigation Existing NDA provided, however,
 Notification Notifying Party Receiving Party
 Subsequent Financial Statements
 Subsequent Filings
 29




---



##### 



Non-Solicitation
 Assistance with Financing Bank Financing Information
Memorandum Financial Information
 Assistance with Acquisition of Minority Ownership of THN
 30




---



##### 



provided,
however
 ARTICLE VII
OTHER MATTERS
 Understanding Regarding Disclaimer of Warranties of Buyer
 Understanding Regarding Disclaimer of Warranties of Seller
 31




---



##### 



HSR Act Filings provided, however provided that Special Actions
 Confidentiality
 32




---



##### 



Receiving Party Authorized Representatives Disclosing Party provided, however
 Employee Matters
 Schedule 7.6 Liberty Benefit Plans
 33




---



##### 



uyer at its option
 COBRA
  Cafeteria Plan
  34




---



##### 



Liberty 401(k) Plan Buyer 401(k) Plan
 Terminated ONCO 401(k)
Plans
 Retention Plan
 ONCO Stock Plan
  35




---



##### 



WARN Act
  Further Cooperation provided
 Non-Disparagement
 36




---



##### 



Company Audited Financial Statements Company Audited Financial Statements
 ARTICLE VIII
CONDITIONS TO CLOSING
 Conditions to Obligation of Buyer
   37




---



##### 



Schedule 3.7
   Liberty Intercompany
Debt
    Schedule 8.1(j)
 38




---



##### 



Conditions to Obligation of Seller
     39




---



##### 



ARTICLE IX
TAX MATTERS
 Tax Definitions
 Combined Tax
 Federal Tax
 Final Determination
 Income Tax
 Pre-Closing Tax Period
 40




---



##### 



Tax
 Tax Return
 Tax Sharing Agreements Schedule 9.4
 Taxing Authority
 Tax Representations
   41




---



##### 



Schedule 9.2(c)
     42




---



##### 



Tax Covenants
     Tax Sharing Agreements
 Tax Refunds and Credits
 Cooperation on Tax Matters
  43




---



##### 



Certain Taxes and Fees
 ARTICLE X
TERMINATION
 Termination of Agreement
   44




---



##### 



Termination Date
     Effect of Termination
   45




---



##### 



provided, however
    ARTICLE XI
INDEMNIFICATION
 Survival
 Survival Period
 46




---



##### 



Sellers Fundamental
Representations Buyers Fundamental Representations
  Representatives
 General Indemnification
 Indemnification Obligations of Seller and Liberty Buyer Indemnified Parties
 47




---



##### 



Buyer Tax
Loss
   Indemnification Obligations of the Buyer Seller Indemnified Parties
 48




---



##### 



Seller Tax
Loss
  Limitations on Indemnification
 Threshold
 49




---



##### 



Manner of Calculation
 Exclusive Remedy
 50




---



##### 



Manner of Payment
 Third Party Claims and Notice of Tax Loss Indemnified Party Responsible
Party
   51




---



##### 



Adjustment Treatment
 Insurance, Set-Off
 ARTICLE XII
MISCELLANEOUS
 Public Announcements.
 No Third-Party Beneficiaries.
 Successors and Assigns
 52




---



##### 



Entire Agreement
 Notices provided
  
  th
  
 53




---



##### 



Governing Law; Jurisdiction
 Amendments and Waivers
 Severability
 Expenses
 Construction
 54




---



##### 



Incorporation of Exhibits and Schedules
 Headings
 Facsimile; Counterparts Signatures
 [Remainder of Page Intentionally Left Blank]
 55




---



##### 



IN WITNESS WHEREOF,
 BUYER:
LODGENET ENTERTAINMENT
CORPORATIONBy:Name:
    Scott C. PetersenTitle:
    President and Chief Executive Officer SELLER:
LIBERTY SATELLITE & TECHNOLOGY, INC.By:

/s/
William R. FitzgeraldName: William R. FitzgeraldTitle: Senior Vice President LIBERTY:
LIBERTY MEDIA CORPORATIONBy:

/s/
William R. FitzgeraldName: William R. FitzgeraldTitle: Senior Vice President




---



##### 



EXHIBIT A
 DEFINITION OF CLOSING WORKING CAPITAL
     Current AssetsCash $1,018Accounts Receivable, net of reserve for doubtful accounts $29,636Other Current Assets $3,235Less: Current LiabilitiesAccounts Payable $25,878Accrued Compensation $2,739Other Accrued Liabilities $3,714Accrued sales, use and property taxes $3,788Current portion of long-term debt (cap leases) $0Net working capital $(2,230)




---



##### 



EXHIBIT B
 TARGET WORKING CAPITAL