<PAGE>

                                                                 Exhibit 10.15.2

                              AMENDED AND RESTATED
                                 AMENDMENT NO. 2

          AMENDED AND RESTATED AMENDMENT NO. 2, dated as of December 10, 1999
(this "Amendment"), to the Credit Agreement, dated as of April 30, 1999 (the
       ---------
"Agreement"), among INTERNET CAPITAL GROUP, INC., a Delaware corporation
----------
("ICG"), INTERNET CAPITAL GROUP OPERATIONS, INC., a Delaware corporation ("ICG
  ---                                                                      ---
Operations" and together with ICG, each a "Borrower" and collectively the
----------                                 --------
"Borrowers"), the BANKS (as defined therein) and PNC BANK, NATIONAL ASSOCIATION,
----------
in its capacity as agent for the Banks (the "Agent"), as amended by that certain
                                             -----
Amendment No. 1, dated as of October 27, 1999 ("Amendment No. 1") and that
                                                ---------------
certain Amendment No. 2, dated as of November 22, 1999 ("Amendment No. 2"), each
                                                         ---------------
by and among ICG, ICG Operations, the Banks and the Agent (the Agreement, as
amended by Amendment No. 1 and Amendment No. 2, being collectively referred to
herein as the "Credit Agreement").
               ----------------

                                    RECITALS


          The Borrowers have advised the Agent and the Banks that they currently
propose to (i) engage in a $575,000,000 public offering of ICG's common stock,
par value $.001 per share (the "Public Offering"), (ii) a $600,000,000 public
                                ---------------
offering of convertible subordinated debt securities (the "Public Debt
                                                           -----------
Offering", and together with the Public Stock Offering, the "Public Offerings")
                                                             ----------------
and (iii) make certain additional Investments.  In connection with the proposed
Public Offerings, the issuance of the subordinated debt and the making of
certain additional Investments, the Borrowers have requested the Agent and the
Banks to agree to amend certain provisions of the Credit Agreement as set forth
in this Amendment.  The Agent and the Banks parties hereto are willing to agree
to such amendments, but only on the terms and subject to the conditions set
forth in this Amendment.

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrowers and the Agent and the Banks parties hereto hereby
agree as follows:

     1.  Defined Terms.  Unless otherwise defined herein, terms defined in the
         -------------
Credit Agreement are used herein as therein.

     2.  Amendments.
         ----------

         (a)   Section 1.1 of the Credit Agreement is hereby amended by adding
the following new definitions thereto in the appropriate alphabetical order:

         "Additional $50,000,000 Investment Entity" shall mean one of up to
         -----------------------------------------
     four (4) Investment Entities of any Borrower in whom such Borrower has made
     an Investment permitted in accordance with the provisions of subclause (c)
     of Section 7.1.15.
<PAGE>

          "Additional $50,000,000 Investment Entities" shall mean collectively
           ------------------------------------------
     all Additional $50,000,000 Investment Entities.

          "Additional $75,000,000 Investment Entity" shall mean one, and only
           ----------------------------------------
     one, Investment Entity of any Borrower in whom such Borrower has made an
     Investment permitted in accordance with the provisions of subclause (d) of
     Section 7.1.15.

          "Amendment No. 2" shall mean Amended and Restated Amendment No. 2,
           ---------------
     dated as of December 10, 1999, to the Credit Agreement.

          "1999 Subordinated Debt" shall mean any unsecured Indebtedness of a
           ----------------------
     Borrower, including any 1999 Subordinated Loans, no part of the principal
     of which is stated to be payable or is required to be paid (whether by way
     of mandatory sinking fund, mandatory redemption, mandatory prepayment or
     otherwise) prior to May 1, 2000, and the payment of the principal of and
     interest on which and other obligations of any Borrower in respect thereof
     are subordinated to the prior payment in full of the principal of and
     interest (including post-petition interest) on the Notes and all other
     obligations and liabilities of such Borrower to the Agent and the Banks
     hereunder on terms and conditions substantially as set forth in Exhibit
                                                                     -------
     1.1(D)(2) attached hereto.
     ---------

          "1999 Subordinated Lender" shall mean any Person who makes a loan to
           ------------------------
     any Loan Party to the extent such loan constitutes 1999 Subordinated Debt
     hereunder, together with such Person's successors and assigns.

          "1999 Subordinated Loans" shall mean up to $600,000,000 of 1999
           -----------------------
     Subordinated Loans, inclusive of the loans evidenced by the 1999
     Subordinated Notes, made by the 1999 Subordinated Lender(s) to ICG pursuant
     to the 1999 Subordinated Loan Documents.

          "1999 Subordinated Loan Documents" shall mean (a) any and all
           --------------------------------
     instruments, certificates or documents delivered or contemplated to be
     delivered in connection with any 1999 Subordinated Debt and (b) the 1999
     Subordinated Notes and all other instruments, certificates or documents
     delivered or contemplated to be delivered thereunder or in connection
     therewith, as the same may be supplemented or amended from time to time in
     accordance herewith.

          "1999 Subordinated Note(s)" shall mean the convertible note(s) of ICG
           -------------------------
     payable to the 1999 Subordinated Lenders, each of which shall be executed
     and delivered substantially in the form of Exhibit 1.1(C)(2) hereof.
                                                -----------------

          "Public Offerings" shall have the meaning ascribed thereto in the
           ----------------
     recitals to Amendment No. 2.

          "Second Supplemental Closing Date" shall have the meaning ascribed to
           --------------------------------
     such term in Section 3 hereof.

                                      -2-
<PAGE>

          (b)   Section 1.1 of the Credit Agreement is hereby amended by
amending the definition of "Borrowing Base" by deleting the last sentence
                            --------------
thereof and replacing it with the following:

                "Notwithstanding anything to the contrary contained herein, when
determining the Borrowing Base, (i) no more than $25,000,000 of the Borrowing
Base shall be attributed to Pledged Collateral issued by any individual
Investment Entity other than eMerge, any Additional $50,000,000 Investment
Entity or the Additional $75,000,000 Investment Entity, (ii) no more than
$50,000,000 of the Borrowing Base shall be attributed to eMerge Pledged
Collateral issued by eMerge; provided, however, that in no event shall any
                             --------  -------
advance be made hereunder based on the value of the eMerge Preferred Stock which
exceeds the amount then paid by or on behalf of ICG pursuant to the eMerge Note,
(iii) no more than $50,000,000 of the Borrowing Base shall be attributable to
Pledged Collateral issued by any Additional $50,000,000 Investment Entity and
(iv) no more than $75,000,000 of the Borrowing Base shall be attributable to
Pledged Collateral issued by the Additional $75,000,000 Investment Entity."

          (c)   Section 5.1.2 is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof a new Section 5.1.2 to read as
follows:

  "5.1.2  Capitalization and Ownership
          ----------------------------

          (i)   As of December 10, 1999, the authorized capital stock of ICG
consists of (x) Three Hundred and Ten Million (310,000,000) shares of common
stock, of which Two Hundred Fifty Three Million Fourteen Thousand and Eighty Six
(253,014,086) shares (referred to herein as the "ICG Shares") are issued and
outstanding and (y) Ten Million (10,000,000) shares of preferred stock, none of
which shares (referred to herein as the "ICG Preferred Shares") are issued and
outstanding, all as more particularly described on Schedule 5.1.2. All of the
                                                   --------------
ICG Shares have been validly issued and are fully paid and nonassessable. As of
December 10, 1999, there are no options, warrants or other rights outstanding to
purchase any such ICG Shares or ICG Preferred Shares except as indicated on
Schedule 5.1.2.
--------------

          (ii)  As of December 10, 1999, the authorized capital stock of ICG
Operations consists of One Thousand (1,000) shares of common stock, of which One
Hundred (100) shares (referred to herein as the "ICG Operations Shares") are
issued and outstanding, all as more particularly described on Schedule 5.1.2.
                                                              --------------
All of the ICG Operations Shares have been validly issued are fully paid and
nonassessable.  As of the Closing Date, there are no options, warrants or other
rights outstanding to purchase any such shares except as indicated on Schedule
                                                                      --------
5.1.2."
-----

          (d)   A new Section 5.1.29 is hereby added to the Credit Agreement as
follows:

               "Validity and Binding Effect of the 1999 Subordinated Loan
                ---------------------------------------------------------
Documents.
---------

                The 1999 Subordinated Loan Documents have been, or will be, duly
and validly executed and delivered by the parties thereto and constitute, or
will constitute, the legal, valid and binding obligations of the parties
thereto, enforceable against them in accordance with their respective terms,
except to the extent that enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforceability of creditors' rights generally or by laws or judicial decisions
limiting the right of specific

                                      -3-
<PAGE>

performance. All representations and warranties of any Loan Party contained in
the 1999 Subordinated Loan Documents will be true and correct in all material
respects as of the date made. There exists no default, nor any circumstance
which, after notice or lapse of time or both would cause or permit the
acceleration of any 1999 Subordinated Debt under any 1999 Subordinated Loan
Documents and there exists no lien, set-off, claim or, to the knowledge of any
Loan Party after due inquiry, other impairment of the validity or enforceability
of such documents. The 1999 Subordinated Loan Documents constitute the entire
agreement between each Borrower and the holders of the 1999 Subordinated Debt
and there are no other agreements with respect to the 1999 Subordinated Debt."

            (e) Section 7.1.15 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof a new
Section 7.1.15 to read as follows:

     "7.1.15    Investments.
                -----------

            The Borrowers may make Investments in other Persons in addition to
Investments existing on the Closing Date and disclosed in Schedules 1.1(A-1),
1.1(A-2) and 1.1(A-3) attached hereto; provided, however, that (a) the Borrowers
                                       --------  -------
may only invest a maximum of $25,000,000 in Cash and Cash Equivalents per
calendar year in any Investment Entity other than eMerge, the Additional
$50,000,000 Investment Entities and the Additional $75,000,000 Investment
Entity, (b) the Borrowers may only invest a maximum of (x) an aggregate of
$75,000,000 in Cash and Cash Equivalents in eMerge for calendar years 1999 and
2000, and (y) $25,000,000 in Cash and Cash Equivalents in eMerge in any calendar
year subsequent to 2000, (c) the Borrowers may only invest a maximum of
$50,000,000 in Cash and Cash Equivalents per calendar year in any Additional
$50,000,000 Investment Entity, (d) the Borrowers may only invest a maximum of
$75,000,000 in Cash and Cash Equivalents per calendar year in the Additional
$75,000,000 Investment Entity and (e) the Borrowers will promptly, and in any
event within five (5) Business Days of the making of any such Investment provide
to the Agent and the Banks an updated Annex A to the Letter Agreement reflecting
any such additional Investment."

              (f)  A new Section 7.1.23 and 7.1.24 are hereby added to the
Credit Agreement as follows:

     "7.1.23  Updated Capitalization and Ownership.
              ------------------------------------

              Immediately prior to or on the effective date of the proposed
Public Offerings, the Borrower shall provide the Agent and the Banks in writing
with such revisions to the representation contained in Section 5.1.2 as may be
necessary to update or correct such representation to reflect changes to the
capitalization and ownership effected by the proposed Public Offerings.

                                      -4-
<PAGE>

     7.1.24  1999 Subordinated Loan Documents.
             --------------------------------

             The Administrative Borrower shall deliver to the Agent for delivery
to the Banks a true and correct copy of the 1999 Subordinated Loan Documents and
any amendments, waivers and other documents executed in connection therewith
(including all exhibits and schedules to such documents) within sixty (60)
calendar days of the execution thereof by the parties thereto."

             (g)     Section 7.2.1 of the Credit Agreement is hereby amended by
deleting the word "and" at the subclause (iv), adding the word "and" at the end
of subclause (v) and adding a new subclause (vi) to read as follows:

             "(vi)   1999 Subordinated Debt in an aggregate principal amount not
             to exceed $600,000,000 at any time outstanding."

             (h)     Section 7.2.5 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof a new
Section 7.2.5 to read as follows:

             "7.2.5  Dividends and Related Distributions.
                     -----------------------------------

                     Each of the Loan Parties shall not, and shall not permit
any of its Subsidiaries to, make or pay, or agree to become or remain liable to
make or pay, any dividend or other distribution of any nature (whether in cash,
property, securities or otherwise) on account of or in respect of its shares of
capital stock, partnership interests or limited liability company interests on
account of the purchase, redemption, retirement or acquisition of its shares of
capital stock (or warrants, options or rights therefor), partnership interests
or limited liability company interests, except (i) dividends or other
distributions payable to another Loan Party and (ii) the issuance of up to
$1,000,000,000 of ICG's common stock in connection with the proposed Public
Offering; provided, however, that notwithstanding anything to the contrary
provided in any Loan Document, in no event shall such proposed Public Offering
be permitted hereunder if (i) after giving effect to such proposed Public
Offering, a Potential Default or Event of Default shall exist hereunder, (ii)
such Public Offering shall violate any Law or (iii) such Public Offering of
ICG's common stock shall exceed $1,000,000,000."

             (i)   Section 7.2.15 of the Credit Agreement is hereby amended by
renumbering such Section as Section 7.2.15(A) and adding thereto a new Section
7.2.15(B) to read as follows:

                                      -5-
<PAGE>

    "7.2.15(B)  Amendment or Waiver of 1999 Subordinated Debt; Payment or
                ---------------------------------------------------------
Prepayment of 1999 Subordinated Debt.
------------------------------------

    Each of the Loan Parties shall not, and shall not permit any of its
Subsidiaries to:

    (i)   without the prior written consent of the Required Banks, agree
to any amendment or other change to, or waiver of any of its rights under, the
1999 Subordinated Debt, the 1999 Subordinated Loan Documents or any other
evidences of such 1999 Subordinated Debt which shall cause:

          (A)   any payment by any of the Loan Parties to become due prior to
the date such payment is due consistent with the terms and conditions set forth
on Exhibit 1.1(D)(2) hereto;
   -----------------

          (B)   any advancement of the maturity date under any 1999 Subordinated
Loan Document;

          (C)   any increase in the aggregate principal amount outstanding under
the 1999 Subordinated Debt to an amount which exceeds $600,000,000; or

          (D)   any increase in the interest rate applicable to any 1999
Subordinated Debt; or

    (ii)  amend, change, waive or otherwise modify any of the terms and
provisions set forth in Exhibit 1.1(D)(2) to the extent any such amendment,
                        -----------------
change or waiver or other modification of any of the terms and provisions set
forth in Exhibit 1.1(D)(2) would result in the terms of the 1999 Subordinated
         -----------------
Debt being less favorable to the holders of the Senior Indebtedness; or

    (iii) directly or indirectly, by deposit of monies or otherwise, prepay,
purchase, redeem, retire, defease or otherwise acquire, or make any payment on
account of any principal of, premium or interest payable in connection with the
payment, prepayment, redemption, defeasance or retirement of any 1999
Subordinated Debt."

    (j)   Section 7.2.17 of the Credit Agreement is hereby amended by deleting
such Section in its entirety and substituting in lieu thereof a new Section
7.2.17 to read as follows:

    "7.2.17  Maximum Leverage Ratio.
             ----------------------

             The Loan Parties shall not at any time permit the ratio of
consolidated total liabilities (excluding Subordinated Debt and the 1999
Subordinated Debt) of the Borrowers and their respective Subsidiaries to
Consolidated Tangible Net Worth to exceed the ratio as set forth below:


             Period                              Ratio
             ------                              -----

             Closing Date and thereafter         .50 to 1.0"

                                      -6-
<PAGE>

          (k) A new Section 8.1.13A is hereby added to the Credit Agreement as
follows:

          "8.1.13A.  Breach of 1999 Subordination Loan Documents Terms.
                     -------------------------------------------------

          Any agreement to subordinate the right of payment in respect of the
1999 Subordinated Debt to the Indebtedness arising out of or under the Loan
Documents, at any time and for any reason, ceases to be in full force and effect
or is declared to be null and void; or any holder of such 1999 Subordinated Debt
repudiates or disavows such subordination or denies that it has further
liability or obligation under such subordination agreement or gives notice to
such effect; or any default or event of default shall have occurred and be
continuing under the 1999 Subordinated Loan Documents."

     3.  Effectiveness.  The effectiveness of this Amendment, is subject to the
         -------------
satisfaction of the following conditions precedent (the date of such
satisfaction being herein referred to as the "Second Supplemental Closing
                                              ---------------------------
Date"):

          (a) Amendment; 1999 Subordinated Notes.  The Agent shall have received
              ----------------------------------
     this Amendment, executed and delivered by a duly authorized officer of each
     of the Borrowers, with a counterpart for each Bank and a copy of the form
     of the 1999 Subordinated Note(s), with a copy for each Bank.

          (b) Borrowing Base Certificate.  On or prior to the Second
              --------------------------
     Supplemental Closing Date, the Agent and the Banks shall have received and
     the Agent and the Banks shall be satisfied (both as to form and substance)
     with a pro forma Borrowing Base Certificate in the form set forth in
            --- -----
     Exhibit 1.1(B) to the Credit Agreement which shall be prepared as of a date
     prior to the Second Supplemental Closing Date.

          (c) Proceedings of the Borrower.  The Agent shall have received, with
              ---------------------------
     a counterpart for each Bank, a copy of the resolutions, in form and
     substance satisfactory to the Agent, of each of the Borrowers authorizing
     the execution, delivery and performance of this Amendment and the other
     Amendment Documents to which it is a party, certified by the Secretary or
     an Assistant Secretary of each of the Borrowers as of the Second
     Supplemental Closing Date, which certificate shall be in form and substance
     satisfactory to the Agent and shall state that the resolutions thereby
     certified have not been amended, modified, revoked or rescinded.

          (d) Borrower Incumbency Certificate.  The Agent shall have received,
              -------------------------------
     with a counterpart for each Bank, a certificate of each of the Borrowers,
     dated the Second Supplemental Closing Date, as to the incumbency and
     signature of the officers of each of the Borrowers executing this Amendment
     or the other Amendment Documents to which each of the Borrowers is a party,
     satisfactory in form and substance to the Agent, executed by an Authorized
     Officer of each of the Borrowers.

          (e) Representations and Warranties.  Each of the representations and
              ------------------------------
     warranties made by each of the Borrowers and the other Loan Parties in or
     pursuant to the Loan Documents shall be true and correct in all material
     respects on and as of the Second Supplemental Closing Date as if made on
     and as of such Second Supplemental Closing

                                      -7-
<PAGE>

     Date (and after giving effect to the amendments provided for in this
     Amendment) (or, if any such representation or warranty is expressly stated
     to have been made as of a specific date, as of such specific date).

          (f) No Default.  No Potential Default or Event of Default shall have
              ----------
     occurred and be continuing on the Second Supplemental Closing Date or after
     giving effect to the amendments provided for in this Amendment.

          (g) Additional Matters.  All corporate and other proceedings, and all
              ------------------
     documents, instruments and other legal matters in connection with the
     transactions contemplated by this Agreement, the other Loan Documents and
     the 1999 Subordinated Loan Documents shall be satisfactory in form and
     substance to the Agent, and the Agent shall have received such other
     documents and legal opinions in respect of any aspect or consequence of the
     transactions contemplated hereby or thereby as it shall reasonably request.

     4.  Representations and Warranties.  To induce the Agent and the Banks to
         ------------------------------
enter into this Amendment, the Borrowers hereby represent and warrant to the
Agent and the Banks that, after giving effect to the amendments provided for
herein, the representations and warranties contained in the Credit Agreement and
the other Loan Documents will be true and correct in all material respects as if
made on and as of the date hereof and that no Potential Default or Event of
Default will have occurred and be continuing (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of such
specific date).

     5.  No Other Amendments.  Except as expressly amended hereby, the Credit
         -------------------
Agreement, the Notes and the other Loan Documents shall remain in full force and
effect in accordance with their respective terms, without any waiver, amendment
or modification of any provision thereof.

     6.  Counterparts.  This Amendment may be executed by one or more of the
         ------------
parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

     7.  Expenses.  The Borrowers agree to pay and reimburse the Agent for all
         --------
of the out-of-pocket costs and expenses incurred by the Agent in connection with
the preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and disbursements of Buchanan Ingersoll
Professional Corporation, counsel to the Agent.

     8.  Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
         --------------
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA.

                                      -8-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Amendment No. 2 to be duly executed and delivered as of the day and
year first above written.

                              INTERNET CAPITAL GROUP, INC.


                              By:  /s/  John N. Nickolas
                                   ---------------------
                                   Name:   John N. Nickolas
                                   Title:  Managing Director

                              INTERNET CAPITAL GROUP OPERATIONS,
                              INC.


                              By:  /s/  John N. Nickolas
                                   ---------------------
                                   Name:   John N. Nickolas
                                   Title:  Managing Director

                              PNC BANK, NATIONAL ASSOCIATION,
                              individually and as Agent


                              By:  /s/  Wayne D. Lavelle
                                   ---------------------
                                   Name:   Wayne D. Lavelle
                                   Title:  Vice President


                              BANK OF AMERICA, N.A., formerly known as
                              BANK OF AMERICA NATIONAL TRUST AND
                              SAVINGS ASSOCIATION


                              By:  /s/  Jouni Korhonen
                                   ---------------------
                                   Name:   Jouni Korhonen
                                   Title:  Principal

                                      -9-
<PAGE>

                              COMERICA BANK-CALIFORNIA


                              By:  /s/  Alan Jepsen
                                   ---------------------
                                   Name:   Alan Jepsen
                                   Title:  Vice President & Asst. Group Mgr.



                              IMPERIAL BANK


                              By:  /s/  April L. Young
                                   ---------------------
                                   Name:   April L. Young
                                   Title:  SVP & Mgr., Mid-Atlantic



                              PROGRESS BANK

                              By:  /s/  Liz A. Lambert
                                   ---------------------
                                   Name:   Liz A. Lambert
                                   Title:  Vice President

                                      -10-
<PAGE>

                                EXHIBIT 1.1(C)(2)
                               TO AMENDMENT NO. 2

                         FORM OF 1999 SUBORDINATED NOTE

       To be provided on or prior to the Second Supplemental Closing Date.

                                      -11-
<PAGE>

                                EXHIBIT 1.1(D)(2)
                               TO AMENDMENT NO. 2

                                  SUBORDINATION

The notes will be unsecured obligations of Internet Capital Group, Inc. ("ICG")
                                                                          ---
and will be subordinated in right of payment, as provided in the Indenture, to
the prior payment in full in cash or other payment satisfactory to holders of
Senior Indebtedness, of all ICG's existing and future Senior Indebtedness.

At [                        ], ICG had $[                   ] million of senior
indebtedness outstanding, and our subsidiary had no indebtedness outstanding.
The Indenture does not restrict the incurrence by ICG or its subsidiaries of
indebtedness or other obligations.

The term "Senior Indebtedness" means:

 .    the principal, premium, if any, interest and all other amounts owed in
respect of all of ICG's

     -    indebtedness for money borrowed and

     -    indebtedness evidenced by securities, debentures, bonds or other
          similar instruments

 .    all of ICG's capital lease obligations

 .    all obligations issued or assumed by ICG as the deferred purchase price of
     property, all of ICG's conditional sale obligations and all of ICG's
     obligations under any title retention agreement, but excluding trade
     accounts payable arising in the ordinary course of business

 .    all of ICG's obligations for the reimbursement of any letter of credit,
     banker's acceptance, security purchase facility or similar credit
     transaction

 .    all obligations of the type referred to in each of the above bullet points
     of other persons for the payment of which ICG is responsible or liable as
     obligor, guarantor or otherwise and

 .    all obligations of the type referred to in each of the above bullet points
     of other persons secured by any lien on any of our properties or assets,
     whether or not such obligation is assumed by ICG

except for:

 .    any such indebtedness that is by its terms subordinated to or pari passu
     with the notes and

                                      -12-
<PAGE>

 .    any indebtedness between or among ICG or its affiliates, including all
     other debt securities and guarantees in respect of those debt securities
     issued to any trust, or trustees of any trust, partnership or other entity
     affiliated with ICG that is, directly or indirectly, a financing vehicle
     used by ICG in connection with the issuance by that financing vehicle of
     preferred securities or other securities that rank pari passu with, or
     junior to, the notes

Any Senior Indebtedness will continue to be Senior Indebtedness and will be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any of its terms.

By reason of the application of the subordination provisions, in the event of
dissolution, insolvency, bankruptcy or other similar proceedings, upon any
distribution of ICG's assets:

 .    the holders of the notes are required to pay over their share of that
     distribution to the trustee in bankruptcy, receiver or other person
     distributing ICG's assets for application to the payment of all Senior
     Indebtedness remaining unpaid, to the extent necessary to pay all holders
     of Senior Indebtedness in full in cash or other payment satisfactory to the
     holders of Senior Indebtedness and

 .    unsecured creditors of ours who are not holders of notes or holders of
     Senior Indebtedness of ICG's may recover less, ratably, than holders of
     Senior Indebtedness of ICG's, and may recover more, ratably, than the
     holders of notes

In addition, ICG may not pay the principal amount, Redemption Price, Change in
Control Purchase Price or interest with respect to any notes, and ICG may not
acquire any notes for cash or property, except as provided in the Indenture, if:

(1)  any payment default on any Senior Indebtedness has occurred and is
     continuing beyond any applicable grace period or

(2)  any default, other than a payment default with respect to Senior
     Indebtedness occurs and is continuing that permits the acceleration of the
     maturity of that Senior Indebtedness and that default is either the subject
     of judicial proceedings or ICG receives a written notice of that default (a
     "Senior Indebtedness Default Notice").

Notwithstanding the foregoing, payments with respect to the notes may resume and
ICG may acquire notes for cash when:

        (a)  the default with respect to the Senior Indebtedness is cured or
             waived or ceases to exist or

        (b)  in the case of a default described in (2) above, 179 or more days
             pass after notice of the default is received by us, provided that
             the terms of the Indenture otherwise permit the payment or
             acquisition of the notes at that time.

                                      -13-
<PAGE>

If ICG receives a Senior Indebtedness Default Notice, then a similar notice
received within nine months after receiving that Senior Indebtedness Default
Notice relating to the same default on the same issue of Senior Indebtedness
will not be effective to prevent the payment or acquisition of the notes as
provided above.  In addition, no payment may be made on the notes if any notes
are declared due and payable prior to their Stated Maturity by reason of the
occurrence of an Event of Default until the earlier of:

     .    120 days after the date of acceleration of the maturity of that Senior
          Indebtedness or

     .    the payment in full of all Senior Indebtedness but only if payment on
          the notes is then otherwise permitted under the terms of the
          Indenture.

Upon any payment or distribution of ICG's assets to creditors upon any
dissolution, winding up, liquidation or reorganization of ICG, whether voluntary
or involuntary, or in bankruptcy, insolvency, receivership or other similar
proceedings, the holders of all the Senior Indebtedness will first be entitled
to receive payment in full, in cash or other payment satisfactory to the holders
of Senior Indebtedness, of all amounts due or to become due on that Senior
Indebtedness, or payment of those amounts must have been provided for, before
the holders of the notes will be entitled to receive any payment or distribution
with respect to any notes.

The notes are effectively subordinated to all existing and future liabilities of
ICG's subsidiaries.  Any right of ICG to receive assets of any of ICG's
subsidiaries upon their liquidation or reorganization, and the consequent right
of the holders of the notes to participate in those assets, will be subject to
the claims of that subsidiary's creditors, including trade creditors, except to
the extent that ICG itself is recognized as a creditor of that subsidiary, in
which case ICG's claims would still be subordinate to any security interests in
the assets of that subsidiary and any indebtedness of that subsidiary senior to
that held by ICG.

                                      -14-
<PAGE>

                                 Schedule 5.1.2

                                 CAPITALIZATION

          The following table sets forth our capitalization on an Actual basis
as of September 30, 1999.

          The table also sets forth our capitalization on an As Adjusted basis
as if the following events occurred on September 30, 1999:

          .    the issuance and sale of 6,000,000 shares of our common stock in
     this offering;

          .    the issuance and sale of $250,000,000 of our _____% convertible
     subordinated notes due 2004 in the concurrent offering;

          .    the issuance and sale to AT&T Corp. of 609,533 shares of our
     common stock for $50 million; and

          .    the issuance and sale to Internet Assets, Inc. upon closing of
     this offering of $20 million of our common stock in a private placement,
     equaling 248,447 shares based on the split-adjusted closing price of our
     common stock on December 2, 1999 of $80.50.

          The table below includes deductions for estimated underwriting
discounts and commissions, and for estimated offering expenses.

     Common stock data is as of November 30, 1999 and excludes:

          .    the shares of common stock issuable upon conversion of the
     convertible notes being offering concurrently with this offering;

          .    the exercise of the underwriters' over-allotment options in
     connection with this offering and the concurrent offering;

          .    options to purchase 5,114,000 shares of common stock under our
     equity plans at a weighted average exercise price of $21.88 per share;

          .    1,381,032 shares of common stock issuable upon exercise of
     options reserved for grant;

          .    the warrants outstanding to purchase 2,976,493 shares at a
     weighted average exercise price of $5.87 per share; and

          .    1,049,425 shares of our common stock issuable upon exercise of an
     option under an agreement related to the acquisition of a partner company
     ownership interest.


<TABLE>
<CAPTION>
                                                                    September 30, 1999
                                                                Actual        As Adjusted(1)
<S>                                                          <C>             <C>
Long-term debt                                               $  1,633,360    $    1,633,360
Convertible subordinated notes                                         --       250,000,000
Shareholders' equity:
     Preferred Stock, $.01 par value; 10,000,000 shares
     authorized; none issued and outstanding-actual, and
     as adjusted                                                       --                --
     Common Stock, $.001 par value; 300,000,000 shares
     authorized; 253,014,086 shares issued and
     outstanding-actual; 259,872,066 shares issued and
     outstanding as adjusted                                      253,014           259,872
Additional paid-in capital                                    510,325,881     1,041,407,742
Retained earnings (accumulated deficit)                        (3,165,920)       (3,165,920)
Unamortized deferred compensation                             (14,371,190)      (14,371,190)
Notes receivable - shareholders                               (81,147,592)      (81,147,592)
Accumulated other comprehensive income                          6,622,404         6,622,404
                                                             ------------    --------------
     Total shareholders' equity                               418,516,597       949,605,316
                                                             ------------    --------------
          Total capitalization                               $420,149,957    $1,201,238,676
                                                             ============    ==============
</TABLE>


1      Completion of the convertible note offering is not a condition to the
completion of this offering. If we do not complete the issuance and sale of
$250,000,000 of our convertible notes in the concurrent offering, as adjusted
long-term debt would be $1,633,360 and as adjusted total capitalization would be
$951,238,676.

                                      -15-