0001193125-07-127338 Sample Contracts

CREDIT AGREEMENT dated as of November 7, 2006 among InPhonic, Inc., THE LENDERS FROM TIME TO TIME PARTY HERETO, Goldman Sachs Credit Partners L.P., as Lead Arranger, Lead Bookrunner and Lead Syndication Agent, and Citicorp North America, Inc., as...
Credit Agreement • June 1st, 2007 • Inphonic Inc • Communications services, nec • New York

This Credit Agreement (“Agreement”) is entered into as of November 7, 2006, among InPhonic, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), and Citicorp North America, Inc., as Administrative Agent (in such role, the “Administrative Agent”).

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AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • June 1st, 2007 • Inphonic Inc • Communications services, nec

AMENDMENT, dated as of April 23, 2007 (this “Amendment”), to the Credit Agreement, dated as of November 7, 2006, as amended by Amendment to Credit Agreement, dated as of February 6, 2007, by Amendment No. 2 to Credit Agreement, dated as of March 30, 2007 and by Amendment No. 3 to Credit Agreement, dated as of April 9, 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.

WARRANT AGREEMENT Dated as of November 7, 2006 by and between INPHONIC, INC., GOLDMAN, SACHS & CO., CITICORP NORTH AMERICA, INC. and AP INPHONIC HOLDINGS, LLC
Warrant Agreement • June 1st, 2007 • Inphonic Inc • Communications services, nec • New York

WARRANT AGREEMENT, dated as of November 7, 2006, by and between InPhonic, Inc., a Delaware corporation (the “Company”), Goldman, Sachs & Co. , Citicorp North America, Inc. and AP InPhonic Holdings, LLC (each a “Purchaser”, and collectively, the “Purchasers”).

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • June 1st, 2007 • Inphonic Inc • Communications services, nec

AMENDMENT, dated as of April 9, 2007 (this “Amendment”), to the Credit Agreement, dated as of November 7, 2006, as amended by Amendment 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.

AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • June 1st, 2007 • Inphonic Inc • Communications services, nec

AMENDMENT, dated as of May 1, 2007 (this “Amendment”), to the Credit Agreement, dated as of November 7, 2006, as amended by Amendment to Credit Agreement, dated as of February 6, 2007, by Amendment No. 2 to Credit Agreement, dated as of March 30, 2007, by Amendment No. 3 to Credit Agreement, dated as of April 9, 2007, and by Amendment No. 4, dated as of April 23, 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.

AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 1st, 2007 • Inphonic Inc • Communications services, nec

AMENDMENT, dated as of February 6, 2007 (this “Amendment”), to the Credit Agreement, dated as of November 7, 2006 (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.

EMPLOYMENT AGREEMENT
Employment Agreement • June 1st, 2007 • Inphonic Inc • Communications services, nec • Maryland

THIS EMPLOYMENT AGREEMENT (the “Agreement”) effective May 1, 2004 (the “Effective Date”) is by and between InPhonic, Inc., a Delaware corporation with an address at 1010 Wisconsin Avenue N.W., Suite 600, Washington, DC 20007 (the “Company”) and Michael Walden, an individual with an address at 65 Hull Avenue, Annapolis, Maryland 21403 (the “Executive”).

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • June 1st, 2007 • Inphonic Inc • Communications services, nec

AMENDMENT, dated as of March 30, 2007 (this “Amendment”), to the Credit Agreement, dated as of November 7, 2006, as amended by Amendment to Credit Agreement dated as of February 6, 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.

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