**EXHIBIT 10.5**

**EXECUTION COPY**

**AMENDMENT NO. 3 TO CREDIT AGREEMENT**

AMENDMENT, dated as of April 9, 2007 (this “Amendment”), to the Credit Agreement, dated as of November 7, 2006, as amended byAmendment to Credit Agreement, dated as of February 6, 2007 and by Amendment No. 2 to Credit Agreement, dated as of March 30, 2007 (the “Agreement”), among InPhonic, Inc., a Delaware corporation (the“Borrower”), the Lenders listed on the signature pages hereof as Lenders, and Citicorp North America, Inc., as Administrative Agent. 

WHEREAS, the parties hereto have previously entered into the Agreement; and 

WHEREAS, the parties haveagreed to amend the Agreement pursuant to the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the mutualagreements, provisions and covenants contained herein, the parties agree as follows: 

**Section 1.**    **Definitions.**Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Agreement. 

**Section2.**    **Effectiveness of the Amendment.** This Amendment shall become effective upon receipt by the Administrative Agent of (x) counterparts hereof duly executed by: (i) the Borrower, (ii) each of theGuarantors, (iii) the Administrative Agent, and (iv) each Lender, and (y) confirmation of the due authorization of this Amendment by the Borrower and each Guarantor in form and substance satisfactory to the Administrative Agent andthe Lenders. 

**Section 3.**    **Amendment to Agreement – Post-Closing Covenants**

*Section 6.01(a).* The phrase “within 100 days after the end of the fiscal year ended December 31, 2006 and within 90 daysafter the end of each other fiscal year” shall be replaced with the phrase: “by April 16, 2007 (or, if the Borrower has timely paid the 2006 Financials Delay Fee, as defined in Section 4 of Amendment No. 3 to CreditAgreement, by April 23, 2007) with respect to the fiscal year ended December 31, 2006 and within 90 days after the end of each other fiscal year.” 

**Section 4.**    **Amendment to Agreement – 2006 Financials Delay Fee**

If theBorrower does not comply with the Sections 6.01(a), 6.02(a) and 6.02(b) with respect to the fiscal year ended December 31, 2006 by April 16, 2007, the 

Borrower shall (on April 17, 2007) pay a fee of $100,000 (the “2006 Financials Delay Fee”) to the Administrative Agent for the accounts of theLenders (to be distributed to the Lenders in proportion to each such Lender’s Applicable Percentage in respect of the Facility). Such 2006 Financials Delay Fee is non-refundable. The Borrower’s timely payment of the 2006 FinancialsDelay Fee shall automatically modify the requirements of Section 6.01(a) as expressly set forth in Section 3 of Amendment No. 3 to Credit Agreement, without the need for any further action or consent by any Person. The Borrower’spayment, and the Administrative Agent’s and the Lenders’ receipt, of such 2006 Financials Delay Fee shall not waive any Default or Event of Default nor waive any rights or remedies of the Administrative Agent or the Lenders under theAgreement as hereby amended, the other Loan Documents or applicable law, all of which are cumulative and expressly reserved. 

**Section 5.**    **Representations and Warranties.** The Borrower hereby repeats and restates those representations and warranties set forth in Article V of the Agreement, as if made on and as of thedate hereof (except to the extent such representations and warranties expressly relate to an earlier date), which representations and warranties are hereby incorporated herein by reference, as if specifically set forth herein; provided thatreferences to “the Agreement” in any Loan Documents shall be and are deemed to mean the Agreement as amended hereby. The Borrower hereby represents and warrants that, after giving effect to this Amendment, no Default or Event of Defaultexists on the date of this Amendment. 

**Section 6.**    **Consent of Guarantors.** By signing below, each of theGuarantors irrevocably consents and agrees to this Amendment. 

**Section 7.**    **Miscellaneous.** This Amendmentmay be executed by one or more of the parties to this Amendment on any number of counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment is a LoanDocument. The Borrower shall pay or reimburse each of the Lenders and the Administrative Agent for all of their reasonable out-of-pocket expenses in connection with the negotiation, preparation, execution and delivery of this Amendment, includingwithout limitation, the reasonable fees and expenses of Fried, Frank, Harris, Shriver & Jacobson, LLP. The provisions of Sections 10.14 and 10.15 of the Agreement are incorporated by reference into this Amendment *mutatis mutandis*.This Amendment shall not constitute an amendment or waiver of any of the terms and provisions of the Agreement and shall not be construed as a waiver or consent to any further or future action on the part of the Borrower or any Guarantor, except tothe extent expressly set forth herein. Except as specifically set forth herein, all of the terms and provisions of the Agreement and the other Loan Documents are and shall remain in full force and effect and the Borrower and the Guarantors shallcontinue to be bound by such terms and provisions. 

[Signature Pages Follow] 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed anddelivered as of the date first above written. 

 
Borrower:INPHONIC, INC.By: /s/ David A. Steinberg 
Name: David A. Steinberg

Title: Chief ExecutiveOfficer
Guarantors:CAIS ACQUISITION, LLCBy: /s/ David A. Steinberg 
Name: David A. Steinberg

Title:President
CAIS ACQUISITION II, LLCBy: /s/ David A. Steinberg 
Name: David A. Steinberg

Title:President
FON ACQUISITION, LLCBy: /s/ David A. Steinberg 
Name: David A. Steinberg

Title:President
MOBILE TECHNOLOGY SERVICES, LLCBy: /s/ David A. Steinberg 
Name: David A. Steinberg

Title:President

 

SIMIPC ACQUISITION CORP.By: /s/ David A. Steinberg 
Name: David A. Steinberg

Title: Chief ExecutiveOfficer
STAR NUMBER, INC.By: /s/ David A. Steinberg 
Name: David A. Steinberg

Title: Chief ExecutiveOfficer

1010 INTERACTIVE, LLC.
By: /s/ David A. Steinberg 
Name: David A. Steinberg

Title: Chief ExecutiveOfficer

 

CITICORP NORTH AMERICA, INC.,

    as Administrative Agent and as a Lender
By: /s/ Scot P. French 
Name: Scot P. French

Title: Managing Director/VicePresident

GOLDMAN SACHS CREDIT PARTNERS,

    L.P.,

    as a Lender
By: /s/ Kenneth Eberts 
Name: Kenneth Eberts

Title: Managing Director,Goldman, Sachs

& Co. – Attorney in fact, Goldman Sachs

Credit Partners

 

AP INPHONIC HOLDINGS, LLC,

    as a Lender
By: /s/ Scott G. Bruce 
Name: Scott G. Bruce

Title: ManagingDirector