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Exhibit 10.36
  STOCK PURCHASE AGREEMENT
 by and between
 LODGENET ENTERTAINMENT CORPORATION
 and
 PAR INVESTMENT PARTNERS, L.P.
 December 7, 2006




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STOCK PURCHASE AGREEMENT
 Agreement Agreement Date Seller LodgeNet Party Parties
 RECITALS
 ONCO
   NOW, THEREFORE,
 
  Affiliate
 Agreement
 Agreement Date




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Buyer
 Closing
 Closing Date
 Beneficial Ownership and derivative terms. As determined pursuant to Rule 13d-3
and Rule 13d-5 under the Exchange Act and any successor regulation, except that in
determining Beneficial Ownership, without duplication, equity securities that may be
acquired pursuant to rights to acquire equity securities that are exercisable more than
sixty days after a date shall nevertheless be deemed to be Beneficially Owned.
 Blackout Period
 Board
 Business Days means any day other than Saturday, Sunday, or a day on which
banking institutions of the State of New York are authorized by law or executive order to
close.Current Filings has the meaning set forth in Section 4.7.Encumbrance means any mortgage, pledge, assignment, lien, charge,
restriction, encumbrance or security interest of any kind or nature.Exchange Act. The Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.Free Writing Prospectus. A free writing prospectus as defined in Rule 405 under
the Securities Act.
 GAAP means generally accepted accounting principles in the United States set
forth in the opinions and pronouncements of the Accounting Principles Board (and its
predecessors), the American Institute of Certified Public Accountants and the Financial
Accounting Standards Board that are applicable to the circumstances as of the date of
determination, consistently applied.
 Issuer Free Writing Prospectus
 LodgeNet
  PAR Shares means the Shares and the 1,156,997 shares of LodgeNet common stock
previously purchased and currently owned by Buyer on the date hereof.Party or Parties has the meaning set forth in the preamble.




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Person means an individual, a partnership, a limited liability company, a
corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization, any other entity, or a Governmental Authority.
 Piggyback Notice
 Piggyback Registration
 Prospectus. The prospectus included in the applicable Registration Statement, as
supplemented by any and all prospectus supplements and as amended by any and all amendments
(including post-effective amendments) and including all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.
 Purchase Price
 Registrable Securities means the Shares; provided, however, that as to any
Registrable Securities, such securities will irrevocably cease to constitute Registrable
Securities upon the earliest to occur: (i) the date on which the securities are disposed of
pursuant to an effective registration statement under the Securities Act; (ii) the date on
which all of such securities are eligible to be sold by Buyer to the public pursuant to
Rule 144(k) (or any successor provision) under the Securities Act; (iii) the date on which
the securities have been transferred to any Person other than Buyer, except in accordance
with a Permitted Transfer; or (iv) the date on which the securities cease to be
outstanding.
 Registration Expenses
 Registration Statement. Any registration statement of LodgeNet under the
Securities Act that covers any of the Registrable Securities pursuant to the provisions of
this Agreement, including the related Prospectus, all amendments and supplements to such
registration statement (including post-effective amendments), and all exhibits and all
materials incorporated by reference or deemed to be incorporated by reference in such
registration statement.
 Restricted Period. The period of time commencing on the Closing Date and ending
on the date that is six (6) months after the Closing Date.Rule 144. Rule 144 promulgated under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.SEC. The United States Securities and Exchange Commission and any successor
United States federal agency or governmental authority having similar powers.Securities Act. The Securities Act of 1933, as amended, and the rules and
regulations thereunder.




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Seller has the meaning set forth in the preamble.Shares has the meaning set forth in Recital C.ShelfRegistration. As defined in Section 7.1 below.Subsidiaries means all Persons that the Company directly or indirectly
controls.Underwritten Registration or Underwritten Offering. A registration in
which LodgeNet Securities are sold to an underwriter for reoffering to the public.
 
 Purchase and Sale of Shares
 Purchase Price Purchase Price
  Closing Closing Closing Date
 
 Organization of Buyer
 Authorization; Binding Effect




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by bankruptcy, insolvency, or other laws affecting generally the enforceability of creditors
rights and by limitations on the availability of equitable remedies.
 Noncontravention; Consents
 Brokers Fees
 Investment Intent
 Disclosure of Information; Non-reliance
 Accredited Investor
 Current Ownership
 Restricted Securities




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absence of an effective registration statement covering such Shares or an available exemption
from registration under the Securities Act, such Shares must be held indefinitely.
 
  Organization of Seller
 Authorization; Binding Effect
   Noncontravention; Consents
 Certain Proceedings
 Brokers Fees




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Delivery of Shares
 SEC Filings; Financial Information
    Capital Stock and Ownership of Seller




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outstanding Preferred Stock. No shares of Common Stock or Preferred Stock that have been
issued are held by Seller in its treasury.
   Liberty SPA
   Taking of Necessary Action
 Notification Requirements
 
 Conditions to Obligation of Buyer




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Conditions to Obligation of Seller




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Dispositions of LodgeNet Securities
 Transfer Prohibited
    Attempted Transfers Void
 Permitted Transfer provided, however
 
 Shelf Registration
 Underwritten Offering




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reasonable approval, select one or more investment banking firms of national standing to be
the managing underwriter for the Underwritten Offering. Buyer agrees to enter into an underwriting
agreement with the underwriters, provided that the underwriting agreement is in customary form and
reasonably acceptable to Buyer.
 Right to Piggyback Registration
 Priority on Piggyback Registrations
  pro
rata




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full amount that, in the view of such managing underwriter, can be sold without adversely
affecting the success of such Underwritten Offering; and
 pro rata
  Withdrawal of Piggyback Registration
  provided however




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Blackout Periods
    Registration Procedures




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accordance with the intended plan of distribution set forth in the Registration Statement or
supplement to the Prospectus;
         provided however




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required to qualify generally to do business in any jurisdiction in which it is not then so
qualified or take any action which would subject it to general service of process or material
taxation in any jurisdiction in which it is not then so subject;




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provided
   Information from Buyer




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Suspension of Disposition
   Registration Expenses




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disbursements of counsel for LodgeNet, (iv) fees and expenses of complying with state
securities or blue sky laws (including the fees and expenses of any local counsel in connection
therewith), and (v) fees and disbursements of all independent certified public accountants referred
to in Section 7.7(h)(ii) (including the expenses of any special audit and comfort letters
required by or incident to such performance).
  Indemnification
 provided however




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(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
from and against all Losses arising out of or based upon any untrue or alleged untrue statement of
a material fact contained or incorporated by reference in any Registration Statement, Prospectus or
preliminary prospectus or Issuer Free Writing Prospectus, or arising out of or based upon any
omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, to the extent, and only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made in reliance upon and
in conformity with information so furnished in writing by or on behalf of Buyer to LodgeNet
expressly for use in such Registration Statement, Prospectus or preliminary prospectus or Issuer
Free Writing Prospectus. The liability of Buyer for indemnification under this Section 7.11 in its
capacity as a seller of Registrable Securities under any registration Statement shall not exceed
the amount equal to the net proceeds to Buyer of the Registrable Securities sold under such
Registration Statement.
 Contribution
 Rule 144




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registration; and (d) take such other actions as may be reasonably required by LodgeNets
transfer agent to consummate any sale of Registrable Securities in accordance with the terms and
conditions of Rule 144.
 Participation in Underwritten Offerings
 Legend
 ACT




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Remedies
 Confidentiality
 
 Termination of Agreement




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Effect of Termination
 provided, however
 
 Public Announcements




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No Third-Party Beneficiaries
 Successors and Assigns
 Entire Agreement
 Notices




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Governing Law; Jurisdiction; Remedies
 Amendments and Waivers
 Severability
 Expenses
 Construction




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




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IN WITNESS WHEREOF,
 SELLER:LODGENET ENTERTAINMENT
CORPORATIONBy:
Name: Scott C. Petersen
Title: President and Chief Executive
OfficerBUYER:PAR INVESTMENT PARTNERS, L.P.By:
    
    PAR Group, L.P.its general partnerBy:
    
    PAR Capital Management, Inc.its general partnerBy:Name:
Title:
    
    Edward L. Shapiro
Vice President