**Exhibit 10.35**Execution Copy**STOCKHOLDERS AGREEMENT**     This Stockholders Agreement (this “Agreement”) is entered into as of December 13,2006, by and among LodgeNet Entertainment Corporation, a Delaware corporation(“LodgeNet”), Liberty Satellite & Technology, Inc., a Delaware corporation (“LibertySatellite”), and Liberty Media Corporation, a Delaware corporation (“Liberty Media”).**BACKGROUND**     A. Pursuant to that certain Stock Purchase Agreement, dated December 11, 2006 (the“Purchase Agreement”), by and between LodgeNet, Liberty Satellite and LibertyMedia, LodgeNet agreed to purchase 100% of the issued and outstanding shares of capital stock ofAscent Entertainment Group, Inc., a Delaware corporation. As part of the consideration forLodgeNet’s purchase, Liberty Satellite will receive the Share Consideration (as defined in thePurchase Agreement) in the form of 2,050,000 shares of common stock of LodgeNet.     B. As required by the Purchase Agreement, the parties hereto are entering into this Agreementto provide for certain transfer and voting restrictions, as well as to grant certain registrationrights, with respect to the LodgeNet Securities issued as the Share Consideration.**AGREEMENT**     In consideration of the foregoing premises and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:     **Section 1. Certain Definitions**. In this Agreement, the following terms have the followingmeanings.     Affiliate. When used with reference to a specified Person, any Person who directly orindirectly through one or more intermediaries, Controls, is Controlled by, or is under commonControl with, the Person specified.     Agreement. As defined in the preamble.     Beneficial Ownership and derivative terms. As determined pursuant to Rule 13d-3 andRule 13d-5 under the Exchange Act and any successor regulation, except that in determiningBeneficial Ownership, without duplication, equity securities that may be acquired pursuant torights to acquire equity securities that are exercisable more than sixty days after a date shallnevertheless be deemed to be Beneficially Owned.     Blackout Period. As defined in Section 6.10below.     Board. The Board of Directors ofLodgeNet.     Business Day. Any day, other than a Saturday or Sunday, on which national bankinginstitutions are open.
 

 
     Closing Date. As defined in the Purchase Agreement.     Control and derivative terms. The possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of another Person, whether through theownership of voting securities, by contract or otherwise.     Demand Registration. As defined in Section 6.1 below.     Exchange Act. The Securities Exchange Act of 1934, as amended, and the rules andregulations thereunder.     Free Writing Prospectus. A free writing prospectus as defined in Rule 405 under theSecurities Act.     Hilton. As defined in Section 6.5 below.     Hilton Warrant. As defined in Section 6.5 below.     Issuer Free Writing Prospectus. An issuer free writing prospectus as defined in Rule433 under the Securities Act.     Law. Any U.S. federal, state or local or any foreign statute, code, ordinance,decree, rule, regulation or general principle of common or civil law or equity.     Liberty. Liberty Media and Liberty Satellite, collectively, and any Affiliate ofeither Liberty Media or Liberty Satellite.     Liberty Media. As defined in the preamble.     Liberty Satellite. As defined in the preamble or a Person that is a transferee ofLodgeNet Securities that constitute Share Consideration pursuant to a Permitted Transfer.     LodgeNet. As defined in the preamble.     LodgeNet Securities. The common stock and any other voting securities issued byLodgeNet.     Losses. As defined in Section 6.15 below.     Permitted Transfer. Any Transfer to a Person that is an Affiliate of LibertySatellite at the time of such Transfer.     Person. Any individual, firm, corporation, partnership, limited liability company,trust, joint venture, or other entity, and shall include any successor (by merger or otherwise) ofsuch entity.
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     Piggyback Notice. As defined in Section 6.7 below.     Piggyback Registration. As defined in Section 6.7below.     Prospectus. The prospectus included in the applicable Registration Statement, assupplemented 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 ordeemed to be incorporated by reference in such Prospectus.     Purchase Agreement. As defined under “Background” on the first page of thisAgreement.     Registrable Securities. Any LodgeNet Securities held by Liberty as the ShareConsideration; *provided, however,*that as to any Registrable Securities, such securities willirrevocably cease to constitute Registrable Securities when: (i) the securities are disposed ofpursuant to an effective registration statement under the Securities Act; (ii) to the extent suchsecurities can be sold by Liberty, taking into consideration the volume limitations of Rule 144,such securities are eligible to be sold by Liberty to the public pursuant to Rule 144 (or anysuccessor provision) under the Securities Act; (iii) such securities have been transferred to anyPerson other than Liberty; or (iv) such securities cease to be outstanding.     Registration Expenses. As defined in Section 6.14 below.     Registration Statement. Any registration statement of LodgeNet under the SecuritiesAct 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 byreference or deemed to be incorporated by reference in such registration statement.     Required Effective Period. The 180 days following the first day of effectiveness of aRegistration Statement.     Restricted Period. The period of time commencing on the Closing Date and ending onthe date that is 12 months after the Closing Date.     Rule 144. Rule 144 promulgated under the Securities Act, as such Rule may be amendedfrom 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 UnitedStates federal agency or governmental authority having similar powers.     Securities Act. The Securities Act of 1933, as amended, and the rules and regulationsthereunder.     Share Consideration. As defined in the Purchase Agreement, and including, forpurposes
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of this Agreement, any securities paid, issued or distributed in respect of any such sharesby way of stock dividend, stock split or distribution, or in connection with a combination ofshares or recapitalization, or merger where LodgeNet is the surviving entity.     Transfer. As defined in Section 3.1 below.     Underwritten Registration or Underwritten Offering. A registration in whichLodgeNet Securities are sold to an underwriter for reoffering to the public.     **Section 2. Acquisition of LodgeNet Securities.**Except for the Share Consideration, Libertyhas not acquired and shall not, during the Restricted Period, acquire Beneficial Ownership of anyLodgeNet Securities.     **Section 3. Dispositions of LodgeNet Securities.**     3.1 Transfer Prohibited. During the Restricted Period, Liberty will not Transfer anyLodgeNet Securities that constitute the Share consideration. For purposes of this Agreement,“Transfer” means any attempt by Liberty to take any of the following actions:     (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option topurchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish orincrease a put equivalent position or liquidate or decrease a call equivalent position within themeaning of Section 16 of the Exchange Act other than (i) a Permitted Transfer and (ii) aspermitted in (b) below;     (b) enter into any swap or other arrangement that transfers to another Person, in whole or inpart, any of the economic consequences of ownership of LodgeNet Securities or any securitiesconvertible into or exchangeable or exercisable for LodgeNet Securities, or other rights topurchase LodgeNet Securities, whether any such transaction is to be settled by delivery of LodgeNetSecurities or such other securities, in cash or otherwise, other than a variable forward sale orcollar or similar transaction involving a put and/or call option settled in cash or securities; or     (c) publicly announce an intention to effect any transaction prohibited by this Section.     3.2 Attempted Transfers Void. Any attempted Transfer by Liberty of LodgeNetSecurities in violation of this Agreement is void.     **Section 4. Voting**.     4.1 Voting. Until the beginning of the 19th month after the Closing Date, Libertyshall cause all Registrable Securities held by it to be present at all meetings of thestockholders of LodgeNet at which such shares are entitled to vote, or shall cause proxies to bepresent at all such meetings, so as to enable all of such securities to be counted for quorumpurposes. Liberty will vote its Registrable Securities with respect to any matter submitted forapproval of
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stockholders of LodgeNct in the same proportion for and against each such matter as the otherLodgeNet Securities are voted with the intent of this provision being that the proportion voted forand against each such matter will not be changed by Liberty’s voting of Registrable Securities.     **Section 5. Control of LodgeNet**. Until the beginning of the 19th month after the Closing Date,Liberty shall not take any actions to attempt directly or indirectly to influence or control themanagement and policies of LodgeNet, including the following:     (a) soliciting proxies or participating in a proxy contest in any matter not approved by amajority of the Board;     (b) initiating or participating in stockholder proposals,     (c) seeking to nominate a candidate for, or to remove any member of, the Board;     (d) calling a special meeting of stockholders;