EX-99.62 4 liberty-iacdillertermination.htm liberty-iacdillertermination.htm - Generated by SEC Publisher for SEC Filing

Exhibit 62

 

LIBERTY MEDIA CORPORATION

LIBERTY USA HOLDINGS, LLC

12300 Liberty Boulevard

Englewood, CO 80112

 

 

 

 December 1, 2010

 

Mr. Barry Diller

c/o IAC/InterActiveCorp

555 West 18th Street

New York, NY  10011

 

IAC/InterActiveCorp

555 West 18th Street

New York, NY  10011

Attention:  General Counsel

 

Dear Ladies and Gentlemen:

Reference is made to (i) the Amended and Restated Governance Agreement, dated as of August 9, 2005 (as amended, the “Governance Agreement”), among IAC/InterActiveCorp (the “Company”), Liberty Media Corporation (“Liberty”) and Mr. Barry Diller (“Diller”) and (ii) the Stock Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), by and among Liberty, Liberty USA Holdings, LLC, the Company and Celebrate Interactive, Inc.  Capitalized terms used and not defined herein have the meanings provided such terms in the Governance Agreement.  

 

The Company, Liberty, for itself and on behalf of the members of its Stockholder Group, and Diller each agree, and Liberty USA Holdings, LLC acknowledges and agrees, that effective upon the consummation of the Liberty/IAC Stock Exchange (as defined in the Exchange Agreement) contemplated by the Exchange Agreement, the Governance Agreement is hereby terminated as to Liberty and its Stockholder Group and will thereafter cease to be of any further force and effect as to Liberty and the members of its Stockholder Group, and Liberty and such members will thereafter have no rights or obligations thereunder. 

 

 


 

 

If the foregoing is consistent with your understanding, please so indicate by your signature below, which will constitute the agreement of the parties hereto.

 

LIBERTY MEDIA CORPORATION

By: /s/ Michael Zeisser                       

      Name: Michael Zeisser                 

      Title: Senior Vice President           

 

LIBERTY USA HOLDINGS, LLC

By:      Liberty Programming Company
 LLC, its sole member and manager

By:   LMC Capital LLC, its sole
member and manager

By: /s/ Michael Zeisser                 

      Name: Michael Zeisser           

      Title: Senior Vice President     

 

 

Accepted and Agreed:

 

 

/s/ Barry Diller                              

Barry Diller

 

 

IAC/INTERACTIVECORP

 

 

By: /s/ Gregg Winiarski                 

     Name: Gregg Winiarski

     Title: Senior Vice President and

              General Counsel