Exhibit 10.1
THIRD AMENDMENT
TO
LETTER OF CREDIT AGREEMENT
This Third Amendment to Letter of
Credit Agreement (the "Amendment") is entered into as of December
15, 2005, 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
that certain First Amendment to Letter of Credit Agreement dated
October 20, 2003, and that certain Second Amendment to Letter of
Credit Agreement dated as of December 15, 2004, 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
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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.
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Amendment to the
Agreement . Subject
to the satisfaction of the conditions precedent as set forth in
Article IV hereof, the Agreement is hereby amended as set forth
below.
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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 14,
2006.
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Bank's primary address for notices
set forth in Section 10 of the Agreement is hereby amended in its
entirety to read as follows:
"If to
Bank:
Comerica Bank
m/c
4770
75 E
Trimble Road
San
Jose, CA 95131
Attn:
Manager
FAX:
(408) 556-5091"
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Section 12 of the Agreement is
hereby amended and restated in its entirety to read as
follows:
"12.
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
This
Agreement shall b
