EXHIBIT 4.6
[NEXTERA LETTERHEAD]
June 14, 2002
Knowledge Universe, Inc.
000 Xxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Dear Xx. Xxxxx:
This letter amends the Letter Agreement (the "Agreement") dated as of
June 29, 2001, that was entered into by and between Nextera Enterprises, Inc., a
Delaware corporation (the "Company"), and Knowledge Universe, Inc. and
affiliates ("KU"), which was amended pursuant to that certain letter agreement
between the Company and KU dated March 29, 2002 (the "Amendment").
All terms and provisions of the Agreement, as amended by the Amendment,
remain in full force and effect, except that the language which provides that
"If the Senior Lenders do not approve such exchange prior to July 1, 2001, KU
agrees that the Company's right and option to exchange the Series A Preferred
Stock into subordinated debt shall be extended until no later than June 15,
2002" shall be deleted in its entirety and replaced with the following: "If the
Senior Lenders do not approve such exchange prior to July 1, 2001, KU agrees
that the Company's right and option to exchange the Series A Preferred Stock
into subordinated debt shall be extended until no later than June 30, 2002;
provided, however, that the June 30, 2002 date shall be extended until July 31,
2002 unless KU gives written notice to the Company by no later than June 27,
2002 of its decision not to extend the period past June 30, 2002."
Except as specifically amended hereby, the Agreement shall continue in
full force and effect. Please sign where indicated below to evidence your
acknowledgement and agreement to the foregoing.
Sincerely,
Nextera Enterprises, Inc., a Delaware corporation
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, Its Chief Executive Officer
ACKNOWLEDGED AND AGREED
Knowledge Universe, Inc., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Its Secretary