Exhibit 10.3
EXECUTION COPY
AMENDMENT NO. 2
TO
SENIOR CONVERTIBLE
NOTES
This Amendment No. 2 (this
“ Amendment ”) is effective as of
October 25, 2005 to each of the Senior Convertible Notes
(collectively, the “ Notes ”) issued pursuant to
that certain Securities Purchase Agreement dated as of
March 31, 2004, by and among Internet Capital Group, Inc., a
Delaware corporation (the “ Company ”), and the
initial holders of the Notes. All capitalized terms used herein and
not otherwise defined herein shall have the meaning attributed to
them in the Notes.
RECITALS
WHEREAS , the Company and the holders of Notes
representing a majority of the aggregate principal amount of the
outstanding Notes (the “ Requisite Holders ”)
desire to amend the Notes to permit Hedging Transactions (as
defined below); and
WHEREAS , the Company and the Requisite Holders intend
this Amendment to amend the Notes in accordance with the
Notes.
NOW, THEREFORE
, the Notes are hereby amended as
follows:
ARTICLE I
Amendment
1.1. Section 27(bb) of the
Notes shall be deleted in its entirety and replaced with the
following:
““ Permitted
Liens ” means (i) any lien for taxes not yet due or
delinquent or being contested in good faith by appropriate
proceedings for which adequate reserves have been established in
accordance with generally acceptable accounting principles in the
United States applied on a consistent basis, (ii) any
statutory lien arising in the ordinary course of business by
operation of law with respect to a liability that is not yet due or
delinquent, (iii) any lien created by operation of law, such
as materialmen’s liens, mechanics’ liens and other
similar liens, arising in the ordinary course of business with
respect to a liability that is not yet due or delinquent,
(iv) deposits, pledges or liens (other than liens arising
under ERISA) securing (A) obligations incurred in respect of
workers’ compensation, unemployment insurance or other forms
of governmental insurance or benefits, (B) the performance of
bids,
tenders, leases, contracts (other
than for the payment of money)
