<PAGE>
Exhibit 10.3
AMENDMENT NO. 3 TO
CREDIT AND GUARANTY AGREEMENT
THIS AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT, dated as
of
January 5, 2007 (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, as amended by that certain Amendment No. 1 to Credit and
Guaranty
Agreement dated as of June 2, 2006, Amendment No. 2 and Waiver to
Credit and
Guaranty Agreement dated as of September 26, 2006 and that certain
Waiver and
Extension Agreement dated as of November 28, 2006 (the "CREDIT
AGREEMENT";
capitalized terms used and not defined herein shall have the
meanings set forth
in the Credit Agreement after giving effect to this Amendment);
and
WHEREAS, the Company has asked the Lenders to amend certain of
the
covenants as provided herein, and the Lenders party hereto have
agreed to the
amendment on the terms, and subject to the conditions, set forth
herein in each
case.
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. AMENDMENTS.
1.1
The definition of Consolidated Adjusted EBITDA set forth in Section
1
of the Credit Agreement is hereby amended by adding, immediately
after clause
(j) contained therein, a new clause (k), which shall read in its
entirety as
follows:
plus (k) direct fees and expenses incurred in connection with
the
preparation and filing by the Company of its Form S-3 that was
filed
with the Securities and Exchange Commission on November 28,
2006,
including underwriters, auditors, lawyers and printers fees and
expenses
1.2
Section 6.8(a) of the Credit Agreement is hereby amended and
restated
in its entirety as follows:
<PAGE>
(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>
Fiscal Quarter ending:
Fixed Charge 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 31, 2007
1.05:1.00
April 30, 2007
1.05:1.00
July 31, 2007
1.05:1.00
October 31, 2007
1.05:1.00
January 31, 2008
1.00:1.00
On April 30, 2008 and thereafter
1.00:1.00
</TABLE>
1.3
Section 6.8(b) of the Credit Agreement is hereby amended and
restated
in its entirety as follows:
(b) Leverage Ratio. Company shall not permit the Leverage Ratio
as of the last day of any Fiscal Quarter, beginning with the
Fiscal
Quarter ending April 30, 2006, to exceed the correlative ratio
indicated:
<TABLE>
<CAPTION>
Fiscal
Quarter ending
Leverage Ratio
---------------------
--------------
<S>
<C>
April 30, 2006
5.60:1.00
July 31, 2006
4.95:1.00
October 31, 2006
4.25:1.00
January 31, 2007
3.95:1.00
April 30, 2007
3.65:1.00
July 31, 2007
3.55:1.00
October 31, 2007
3.15:1.00
January 31, 2008
3.05:1.00
April 30, 2008
2.95:1.00
July 31, 2008
2.85:1.00
October 31, 2008
2.70:1.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Fiscal
Quarter ending
Leverage Ratio
---------------------
--------------
<S>
<C>
January 31, 2009
2.55:1.00
On April 30, 2009 and thereafter
2.50:1.00
</TABLE>
1.4
Section 6.8(c) of the Credit Agreement is hereby amended and
restated
in its entirety as follows:
(c) Consolidated Adjusted EBITDA. Company shall not permit
Consolidated Adjusted EBITDA as at the end of any Fiscal
Quarter,
beginning with the Fiscal Quarter ending April 30, 2006, for the
four
Fiscal Quarter period then ended to be less than the
correlative
amount indicated:
<TABLE>
<CAPTION>
CONSOLIDATED
FISCAL QUARTER
ADJUSTED EBITDA
--------------
---------------
<S>
<C>
April 30, 2006
$13,100,000
July 31, 2006
$14,900,000
October 31, 2006
$17,500,000
January 31, 2007
$19,800.000
April 30, 2007
$21,400,000
July 31, 2007
$21,800,000
October 31, 2007
$23,300,000
January 31, 2008
$23,600,000
April 30, 2008
$23,800,000
July 31, 2008
$24,100,000
October 31, 2008
$24,900,000
January 31, 2009
$25,500,000
April 30, 2009
$25,900,000
On July 31, 2009 and at
the end of each
Fiscal
Quarter
thereafter
$26,000,000
</TABLE>
<PAGE>
1.5
Section 6.8(d) of the Credit Agreement is hereby amended and
restated
in its entirety as follows:
(d) Maximum Consolidated Capital Expenditures. Company shall
not,
and shall not permit its Subsidiaries to, make or incur
Consolidated
Capital Expenditures, in any Fiscal Year indicated below, in an
aggregate amount for Company and its Subsidiaries in excess of
the
corresponding amount set forth below opposite such Fiscal Year:
<TABLE>
<CAPTION>
CONSOLIDATED
FISCAL YEAR ENDING CAPITAL EXPENDITURES
------------------ ---------
