exv10w1



 




Exhibit 10.1




FIRST AMENDMENT

TO

LETTER OF CREDIT AGREEMENT




     This First Amendment to LETTER OF CREDIT AGREEMENT is entered into as of
October 20, 2003, by and between COMERICA BANK, successor in interest by merger
to Comerica Bank-California (“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 (the “Agreement”)
and ICG and Bank are parties to that certain Pledge and Security Agreement
dated as of June 28, 2002, as amended from time to time (the “Pledge”). The
parties desire to amend the Agreement in accordance with the terms of this
Amendment.




     NOW, THEREFORE, the parties agree as follows:




     1. Certain defined terms in Section 1.1 of the Agreement are
hereby added or amended to read as follows:




     “Letter of Credit Line” means aggregate Credit Extensions of up to
Ten Million Dollars ($10,000,000).




     “Revolving Maturity Date” means October 19, 2004.




     2. The first sentence of Section 2.1 of the Agreement is hereby amended to
read in its entirety as follows: “Subject to the terms and conditions of this
Agreement, at any time prior to the Revolving Maturity Date, Bank agrees to
issue or cause to be issued letters of credit for the account of any of the
Borrowers, including a letter of credit issued by Bank prior to the Closing
Date for the account of ICG (each, a “Letter of Credit” and collectively, the
“Letters of Credit”) in an aggregate outstanding face amount not to exceed the
Letter of Credit Line.”




     3. The notification information set forth for Borrowers in Section 10 of
the Agreement is hereby amended to read as follows:




	 	 	 
	If to any Borrower, such Borrower:	 	
c/o Internet Capital Group, Inc.

690 Lee Road, Suite 310

Wayne, PA 19087

Attn: Vice President, Treasury and Tax

FAX: (610) 727-6901
	 	 	 
	 	 	
and
	 	 	 
	 	 	
c/o ICG Holdings, Inc.

100 Lake Drive, Suite 4

Pencader Corporate Center

Newark, DE 19702

Attn: General Manager

FAX: (302) 292-3972
	 	 	 
	 	 	
and
	 	 	 
	 	 	
c/o Internet Capital Group Operations, Inc.

690 Lee Road, Suite 310








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Wayne, PA 19087

Attn: Vice President, Treasury and Tax

FAX: (610) 727-6901






     4. Unless otherwise defined, all initially capitalized terms in this
Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, and the Pledge shall be and remain in full force and effect in
accordance with their respective terms and are each hereby ratified and
confirmed in all respects. Except as expressly set forth herein, the
execution, delivery, and performance of this Amendment shall not operate as a
waiver of, or as an amendment of, any right, power, or remedy of Bank under the
Agreement, as in effect prior to the date hereof or to the Pledge. Borrowers
each ratify and reaffirm the continuing effectiveness of all promissory notes,
guaranties, security agreements, mortgages, deeds of trust, environmental
agreements, and all other instruments, documents and agreements entered into in
connection with the Agreement and Pledge.




     5. Borrowers represent and warrant that the Representations and Warranties
contained in the Agreement are true and correct as of the date of this
Amendment, and that no Event of Default has occurred and is continuing.




     6. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one instrument.




     7. As a condition to the effectiveness of this Amendment, Bank shall
have received, in form and substance satisfactory to Bank, the following:




          (a) this Amendment, duly executed by each Borrower;




          (b) Corporate Resolutions to Borrow, duly executed by each
Borrower;




          (c) all Bank Expenses incurred through the date of this Amendment;




          (d) such other documents, and completion of such other matters, as Bank
may reasonably deem necessary or appropriate.




     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the first date above written.





	 	 	 	 	 
	 	 	
INTERNET CAPITAL GROUP, INC.
	 	 	 	 	 
	 	 	
By:	 	/s/ Philip A.
Rooney
	 	 	 	 	

	 	 	 	 	 
	 	 	
Title:	 	Vice President
	 	 	 	 	

	 	 	 	 	 
	 	 	ICG HOLDINGS, INC
	 	 	 	 	 
	 	 	
By:	 	/s/ Philip A.
Rooney
	 	 	 	 	

	 	 	 	 	 
	 	 	
Title:	 	Vice President
	 	 	 	 	








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[SIGNATURE PAGES CONTINUED ON NEXT PAGE]




	 	 	 	 	 
	 	 	INTERNET CAPITAL GROUP OPERATIONS, INC
	 	 	 	 	 
	 	 	
By:	 	/s/ Philip A.
Rooney
	 	 	 	 	

	 	 	 	 	 
	 	 	
Title:	 	Vice President
	 	 	 	 	

	 	 	 	 	 
	 	 	COMERICA BANK
	 	 	 	 	 
	 	 	
By:	 	/s/ Lafe Vittitoe
	 	 	 	 	

	 	 	 	 	 
	 	 	
Title:	 	Venture Banking
Officer
	 	 	 	 	









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