LIBERTY MEDIA CORPORATION LIBERTY USA HOLDINGS, LLC 12300 Liberty Boulevard Englewood, CO 80112

Exhibit 62

LIBERTY MEDIA CORPORATION

LIBERTY USA HOLDINGS, LLC

00000 Xxxxxxx Xxxxxxxxx

Xxxxxxxxx, XX 00000

 December 1, 2010

Mr. Xxxxx Xxxxxx

c/o IAC/InterActiveCorp

000 Xxxx 00xx Xxxxxx

Xxx Xxxx, XX  00000

IAC/InterActiveCorp

000 Xxxx 00xx Xxxxxx

Xxx Xxxx, XX  00000

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. Xxxxx Xxxxxx (“Xxxxxx”) 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 Xxxxxx 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/ Xxxxxxx Xxxxxxx                       

      Name: Xxxxxxx Xxxxxxx                 

      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/ Xxxxxxx Xxxxxxx                 

      Name: Xxxxxxx Xxxxxxx           

      Title: Senior Vice President     

Accepted and Agreed:

/s/ Xxxxx Xxxxxx                              

Xxxxx Xxxxxx

IAC/INTERACTIVECORP

By: /s/ Xxxxx Xxxxxxxxx                 

     Name: Xxxxx Xxxxxxxxx

     Title: Senior Vice President and

              General Counsel