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Exhibit
10.1
FIFTH AMENDMENT
TO
LETTER OF CREDIT
AGREEMENT
This Fifth Amendment to
Letter of Credit Agreement (the “Amendment”) is entered
into as of December 7, 2007, by and between COMERICA BANK
(“Bank”) and INTERNET CAPITAL GROUP, INC.
(“ICG”), ICG HOLDINGS, INC. (“ICG
Holdings”), and INTERNET CAPITAL GROUP OPERATIONS, INC.
(“ICG Operations”)(ICG, ICG Holdings, and ICG
Operations are sometimes referred to, individually, as a
“Borrower” and collectively, as the
“Borrowers”).
RECITALS
Borrowers and Bank are
parties to that certain Letter of Credit Agreement dated as of
September 30, 2002 (as amended from time to time, including
without limitation by that certain Loan Extension letter dated as
of October 15, 2003, that certain First Amendment to Letter of
Credit Agreement dated as of October 20, 2003, that certain
Loan Extension letter dated as of October 25, 2004, that
certain Loan Extension letter dated as of November 18, 2004,
that certain Second Amendment to Letter of Credit Agreement dated
as of December 15, 2004, that certain Third Amendment to
Letter of Credit Agreement dated as of November 30, 2005, and
that certain Fourth Amendment to Letter of Credit Agreement dated
as of December 15, 2006, together with any related agreements,
the “Agreement”). Hereinafter, all indebtedness owing
by Borrowers to Bank shall be referred to as the
“Indebtedness.” The parties desire to amend the
Agreement in accordance with the terms of this
Amendment.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
AGREEMENT
| I. |
Incorporation by Reference . The Recitals and the
documents referred to therein are incorporated herein by this
reference. Except as otherwise noted, the terms not defined herein
shall have the meaning set forth in the Agreement. |
| II. |
Amendment to the Agreement . Subject to the
satisfaction of the conditions precedent as set forth in Article V
hereof, the Agreement is hereby amended as set forth
below. |
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A. |
The definition of “Revolving Maturity Date” in
Section 1.1 of the Agreement is hereby amended and restated in
its entirety to read as follows: |
“Revolving Maturity
Date” means December 13, 2008.
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B. |
Bank’s secondary address for notices set forth in
Section 10 of the Agreement is hereby amended in its entirety
to read as follows: |
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| “With a copy to: |
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Comerica
Bank |
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1000
Winter Street, Suite 3600 |
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Waltham,
MA 02451 |
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Attn:
Jonathan Gray |
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FAX:
(781) 487-5178” |
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A. |
The Agreement is hereby amended wherever necessary to reflect
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