Exhibit 10.2
EXECUTION COPY
AMENDMENT NO. 1
TO
SENIOR CONVERTIBLE
NOTES
This Amendment No. 1 (this
“ Amendment ”) is effective as of
October 18, 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 remove the Company’s option to
pay Interest on the Notes in shares of Common Stock of the Company;
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. The legend on the cover page of
the Notes shall be deleted in its entirety, and the following CUSIP
number shall be added to the Notes immediately proceeding the
“Issuance Date” and the “Principal” set
forth on the cover page of the Notes:
“CUSIP:
46059CAB2”
1.2. Section 2 of the Notes
shall be deleted in its entirety and replaced with the
following:
“ Interest; Interest
Rate . Interest on this Note shall commence accruing on the
Issuance Date and shall be computed on the basis of a 365-day year
and actual days elapsed and shall be payable during the period
beginning on the Issuance Date and ending on, and including, the
Maturity Date, on the six (6) month anniversary of the
Issuance Date, on the twelve (12) month anniversary of the
Issuance Date, on the eighteen (18) month anniversary of
the
Issuance Date, on the twenty-four
(24) month anniversary of the Issuance Date, on the thirty
(30) month anniversary of the Issuance Date, on the thirty six
(36) month anniversary of the Issuance Date, on the forty two
(42) month anniversary of the Issuance Date, on the forty
eight (48) month anniversary of the Issuance Date, on the
fifty-four (54) month anniversary of the Issuance Date, on the
sixty (60) month anniversary of the Issuance Date and on the
Maturity Date (if the Maturity Date is not the sixty month
anniversary of the Issuance Date) (each, an “ Interest
Date ”). Interest shall be payable on each Interest Date,
to the record holder of this Note on the applicable Interest Date,
in cash (“ Cash Interest ”). From and after the
occurrence of an Event of Default, a Listing Default or an Initial
Listing Default, the Interest Rate shall be increased to 10% (the
“ Default Interest ”). In the event that such
Event of Default, Listing Default or Initial Listing Default is
subsequently cured, the adjustment referred to in the preceding
sentence shall cease to be effective as of the date of such cure;
provided that the Interest as calculated at such increased rate
during the continuance of such Event of Default shall continue to
apply to the extent relating to the days after the occurrence of
such Event of Default through and including the date of cure of
such Event of Default. The Company shall be required to pay all
Default Interest in cash.”
1.3. Section 3(d)(i)(1) of the
Notes is hereby amended by replacing the first sentence of such
section with the following:
“The Company shall not effect
any conversion of this Note, and the Holder of this Note shall not
have the right to convert any portion of this Note, whether
pursuant to this Section 3 or otherwise, to the extent that,
after giving effect to such conversion or payment, the Holder
(together
