EXHIBIT 4.5
[NEXTERA LETTERHEAD]
March 29, 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").
All terms and provisions of the Agreement 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 ten (10) business days after the Company's receipt of
written approval from the Senior Lenders of such exchange" 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 15, 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.
Very truly yours,
NEXTERA ENTERPRISES, INC.,
a Delaware corporation
/s/ Xxxxx Xxxxxxxxx
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By: Xxxxx Xxxxxxxxx
Title: President and Chief Executive Officer
ACKNOWLEDGED AND AGREED
KNOWLEDGE UNIVERSE, INC.,
a Delaware corporation
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------
By: Xxxxxxx X. Xxxxx
Title: Secretary
