Sixth Amendment to letter of Credit Agreement


 Exhibit 10.1 
 EXECUTION 
 SIXTH AMENDMENT 
 TO 
 LETTER OF CREDIT AGREEMENT 
 This Sixth Amendment to Letter of Credit Agreement (the “Amendment”) is entered into as of December 13, 2008, 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, that certain Fourth Amendment to
Letter of Credit Agreement dated as of December 15, 2006, and that certain Fifth Amendment to Letter of Credit Agreement dated as of December 7, 2007, 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 IV 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 12, 2009. 
  

	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








 EXECUTION 
  

	 	    	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.	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. 

 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:	 	General Counsel	 		 	Title:	 	Secretary
			
	ICG HOLDINGS, INC.	 		 	COMERICA BANK
					
	By:	 	/s/ Suzanne L. Niemeyer	 		 	By:	 	/s/ William Schlosser
	Name:	 	Suzanne L. Niemeyer	 		 	Name:	 	William B. Schlosser
	Title:	 	Vice President	 		 	Title:	 	AVP