FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.3

FIFTH AMENDMENT TO

THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Fifth Amendment to Third Amended and Restated Loan and Security Agreement (the “Amendment”) is entered into as of September 30, 2005, by and between COMERICA BANK, successor by merger with COMERICA BANK – CALIFORNIA (“Bank”) and INPHONIC, INC. (“InPhonic”), SIMIPC ACQUISITION CORP. (“SimIpc”), and STAR NUMBER, INC. (“Star” and collectively within InPhonic and SimIpc, the “Borrowers”).

RECITALS

Borrowers and Bank are parties to that certain Third Amended and Restated Loan and Security Agreement dated as of August 7, 2003 (as amended from time to time, including without limitation by that certain Waiver to Third Amended and Restated Loan and Security Agreement dated November 17, 2003, that certain letter from Bank to Borrowers dated March 18, 2004, that certain waiver letter from Bank to Borrowers dated May 31, 2004, that certain Joinder Agreement and First Amendment to Third Amended and Restated Loan and Security Agreement dated June 2, 2004, that certain Release Letter dated July 30, 2004 (the “Joinder Agreement”), that certain Second Amendment to Third Amended and Restated Loan and Security Agreement dated August 2, 2004, that certain waiver letter from Bank to Borrowers dated May 5, 2005, that certain Third Amendment to Third Amended and Restated Loan and Security Agreement dated July 27, 2005, and that certain Consent and Fourth Amendment to Third Amended and Restated Loan and Security Agreement dated August 16, 2005, together with any related agreements, the “Agreement”). Cellular Choices, LLC was previously added as a Borrower to the Agreement in the Joinder Agreement, but has been subsequently removed as a Borrower to 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.

III. 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. Section 6.7(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Minimum Adjusted EBITDA. Adjusted EBITDA for the specified period on a quarterly basis of not less than the following amounts for the quarter ending as of the dates below:

Quarter Ending		Amount
September 30, 2005		$	4,900,000
December 31, 2005		$	8,300,000
March 31, 2006		$	5,600,000
June 30, 2006		$	7,500,000
September 30, 2006		$	9,500,000
December 31, 2006		$	11,100,000

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B. Exhibit A (DEFINITIONS) of the Agreement is hereby such that the definition of “Revolving Maturity Date” is hereby deleted and replaced in its entirety with the following:

“‘Revolving Maturity Date’ means January 1, 2007.”

IV. Legal Effect.

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

B. Borrower understands and agrees that in modifying the existing Indebtedness, Bank is relying upon 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 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.

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 Borrower;

B. Payment of all legal fees associated with this Amendment; and

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

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

INPHONIC, INC.				STAR NUMBER, INC.
By:		/s/ Xxxxxxxx Xxxxxxx		By:		/s/ Xxxxxxxx Xxxxxxx
Title:		CFO		Title:		CFO
SIMIPC ACQUISITION CORP.				COMERICA BANK
By:		/s/ Xxxxxxxx Xxxxxxx		By:		/s/ Xxxx Xxxxxx
Title:		CFO		Title:		Sr. Vice President

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