Fifth Amendment to Letter of Credit Agreement



 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. 

  

	 	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. 
  

	 	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: 

  

			
	“With a copy to:	  	Comerica Bank
		  	1000 Winter Street, Suite 3600
		  	Waltham, MA 02451
		  	Attn: Jonathan Gray
		  	FAX: (781) 487-5178”

  

	III.	Legal Effect. 

  

	 	A.	The Agreement is hereby amended wherever necessary to reflect the changes described above. Borrowers agree that each Borrower has no defenses against the obligations to pay any
amounts under the Indebtedness. 

  










	 	B.	Each Borrower understands and agrees that in modifying the existing Indebtedness, Bank is relying upon each Borrower’s representations, warranties, and agreements, as set forth
in the Agreement. Except as expressly modified pursuant to this Amendment, the terms of the Agreement remain unchanged, and in full force and effect. Bank’s agreement to modifications to the existing Indebtedness pursuant to this Amendment in
no way shall obligate Bank to make any future modifications to the Indebtedness. Nothing in this Amendment shall constitute a satisfaction of the Indebtedness. It is the intention of Bank and each Borrower to retain as liable parties, all makers and
endorsers of Agreement, unless the party is expressly released by Bank in writing. No maker, endorser, or guarantor will be released by virtue of this Amendment. The terms of this paragraph apply not only to this Amendment, but also to all
subsequent loan modification requests. 

  

	 	C.	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. This is an
integrated Amendment and supersedes all prior negotiations and agreements regarding the subject matter hereof. All modifications hereto must be in writing and signed by the parties. 

  

	IV.	Acknowledgement. The undersigned is a party to certain documents, instruments and/or agreements (collectively, the “Documents”) with or between the
undersigned and Comerica Bank, a Michigan banking corporation (the “Merged Bank”). The Merged Bank has been, or will be, merged with and into Comerica Bank, a Texas banking association (the “Surviving Bank”). The undersigned
hereby acknowledges and agrees that any reference in the Documents to Comerica Bank, a Michigan banking corporation, shall mean Comerica Bank, a Texas banking association, as successor by merger to the Merged Bank. 

  

	V.	Conditions Precedent. Except as specifically set forth in this Amendment, all of the terms and conditions of the Agreement remain in full force and effect. The
effectiveness of this Agreement is conditioned upon receipt by Bank of this Amendment, and any other documents which Bank may require to carry out the terms hereof, including but not limited to the following: 

  

	 	A.	This Amendment, duly executed by Borrowers; 

  

	 	B.	Corporation Resolutions and Incumbency Certification, duly executed by each Borrower; 

  

	 	C.	A legal fee from the Borrowers in the amount of $250; and 

  

	 	D.	Such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate. 

 [Balance of page intentionally left blank; Signature page follows.] 
  










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

  

									
	INTERNET CAPITAL GROUP, INC.	 		 	INTERNET CAPITAL GROUP OPERATIONS, INC.
					
	By:	 	 /s/ Suzanne L. Niemeyer
	 		 	By:	 	 /s/ Suzanne L. Niemeyer

	Name:	 	 Suzanne L. Niemeyer
	 		 	Name:	 	 Suzanne L. Niemeyer

	Title:	 	 Managing Director
	 		 	Title:	 	 Managing Director

			
	ICG HOLDINGS, INC.	 		 	COMERICA BANK
					
	By:	 	 /s/ Suzanne L. Niemeyer
	 		 	By:	 	 /s/ Jonathan Gray

	Name:	 	 Suzanne L. Niemeyer
	 		 	Name:	 	 Jonathan Gray

	Title:	 	 VP
	 		 	Title:	 	 SVP