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Exhibit 10.1
AMENDMENT NO. 1 TO
CREDIT AND GUARANTY AGREEMENT
THIS
AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT, dated as of June
2,
2006 (this "AMENDMENT"), by and among NaviSite, Inc., a Delaware
corporation
("COMPANY"), the Subsidiaries of the Company party hereto, as
Guarantors
("GUARANTORS"), the Lenders (defined below) party hereto and Silver
Point
Finance, LLC ("SILVER POINT"), as Administrative Agent
("ADMINISTRATIVE AGENT").
RECITALS:
WHEREAS, the Company, the Guarantors, the lenders party thereto
(the
"LENDERS"), the Administrative Agent and Silver Point, as
Collateral Agent are
parties to that certain Credit and Guaranty Agreement dated as of
April 11, 2006
(the "CREDIT AGREEMENT"; capitalized terms used and not defined
herein shall
have the meanings set forth in the Credit Agreement); and
WHEREAS, the Company has requested that the Lenders agree to amend
the
Credit Agreement as set forth below, and the Lenders have agreed to
amend the
Credit Agreement subject to the terms and conditions set forth
herein, the
Guarantors, the Lenders, and the Agents now desire to amend the
Credit Agreement
in certain respects, as hereinafter provided;
NOW,
THEREFORE, in consideration of the premises set forth above, the
terms
and conditions contained herein and other good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto
agree as follows:
Section 1 Amendment.
Section 6.8(a) of the Credit Agreement is hereby amended and
restated
in its entirety as set forth below:
(a) Fixed Charge Coverage Ratio. Company shall not permit the
Fixed Charge Coverage Ratio as of the last day of any Fiscal
Quarter,
beginning with the Fiscal Quarter ending April 30, 2006, to be less
than
the
correlative ratio indicated:
<TABLE>
<CAPTION>
FIXED CHARGE
FISCAL QUARTER ENDING: COVERAGE RATIO
---------------------- --------------
<S>
<C>
April 30, 2006
0.80:1.00
July 31, 2006
1.05:1:00
October 31, 2006
1.15:1.00
January 1, 2007
1.25:1.00
April 30, 2007
1.40:1.00
</TABLE>
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<TABLE>
<CAPTION>
FIXED CHARGE
FISCAL QUARTER ENDING: COVERAGE RATIO
---------------------- --------------
<S>
<C>
July 31, 2007
1.35:1.00
October 31, 2007
1.25:1.00
January 31, 2008
1.20:1.00
Between (and
including)
April 30, 2008
and
October 31, 2008
1.15:1.00
Between (and
including)
January 31,
2009
and April 30, 2010
1.20:1.00
On July 31, 2010
and thereafter
1.25:1.00
</TABLE>
Section 2 Conditions to Effectiveness of this Amendment.
This Amendment shall be effective as of the date hereof, upon
the
satisfaction (or waiver) of the following conditions precedent:
(a) the Administrative Agent shall have received counterparts
to
this
Amendment duly executed and delivered by the Company, each
Guarantor
and
the Requisite Lenders;
(b) the Company shall have paid all costs, fees and expenses
incurred by the Administrative Agent in connection with the
preparation of
this
Amendment;
(c) no Default or Event of Default shall have occurred and be
continuing or shall result from the execution and delivery of
this
Amendment; and
(d) the representations and warranties contained herein and in
the
Credit Documents shall be true and correct in all material respects
on
and
as of the date hereof to the same extent as though made on and as
of
such
date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such
representations
and
warranties shall have been true and correct in all material
respects on
and
as of such earlier date.
Section 3 Representations and Warranties.
The Company and each Guarantor hereby represent and warrant to
each
Lender, the Administrative Agent and the Collateral Agent that (a)
it is duly
organized, validly existing and in good standing under the laws of
its
jurisdiction of organization, (b) it has all requisite power and
authority to
enter into is Amendment, (c) the execution,
2
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delivery and performance by it of this Amendment (i) has been duly
authorized by
all necessary organizational action and (ii) does no
