Note Purchase Agreement - Compaq Financial Services Corp., ClearBlue Finance Inc., ClearBlue Technologies Inc. and NaviSite Inc.
October 10, 2002
VIA FACSIMILE: (212) 396 2388
Mr. Arthur Becker
Vice Chairman
ClearBlue Technologies Inc.
Dear Mr. Becker:
In connection with the Notes and Note Purchase Agreement by and among
NaviSite, Inc. (the "Company"), Compaq Financial Services Corporation ("CFS")
and CMGI, Inc., dated as of October 29, 2001 and transferred to ClearBlue
Finance, Inc. ("ClearBlue") on or about September 11, 2002 (the "Agreements"),
and the transactions contemplated thereby, this letter confirms your agreement,
and the agreement of ClearBlue, that (i) acknowledging that the Company's common
stock was delisted from the Nasdaq National Market to the Nasdaq SmallCap
Market, the Company may, at its election, continue to pay the amount of Interest
due on any Interest Payment Date through and including the Interest Payment Date
in September 2002 in shares of the Company's common stock. Capitalized terms
used in this letter agreement and not otherwise defined shall have the meanings
ascribed to them in the Agreement and in each 12% Convertible, Senior, Secured
Note of the Company, dated November 8, 2001, payable to ClearBlue, and (ii) if
the Company was at any time deemed by ClearBlue to be in Default under the
Agreement with respect to any payments of interest or principal under the Notes
or the timeliness of such payments, the Company is, as of the date hereof, not
in Default under the Agreements. Capitalized terms used in this letter agreement
and not otherwise defined shall have the meanings ascribed to them in the
Agreement.
If you have any questions with respect to this letter agreement, please
contact Joe Suyemoto or me at (978) 946-7938. Please acknowledge your receipt of
this letter agreement and your agreement to and acknowledgement of this letter
agreement by signing the enclosed copy in the place indicated below and
returning it to me via facsimile at your earliest convenience.
Very truly yours,
/s/ Kevin H. Lo
----------------------------
Kevin H. Lo
CFO
cc: Guy Molinari, Esq., Heller Ehrman
Acknowledged by:
/s/ Arthur Becker
--------------------------
Arthur Becker
Date: 10/11/02