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Exhibit 4.6
WHO Management LLC
00 Xxxx Xxx Xxxx
Xxxxx Xxxxxx, XX 00000
November 26, 1997
Charterhouse Equity Partners III, L.P.
and Chef Nominees Limited
Attention: Xxxxxx X. Xxxxx
Re: Web Hosting Organization LLC
Dear Xxx:
Once the Limited Liability Company Agreement (the "Agreement") for Web
Hosting Organization LLC ("WHO") is fully executed, it is our understanding
that the following events will then take place:
1. A Delaware "C" corporation will be formed and will be known as
SAGE Networks, Inc. ("SAGE").
2. The Board of Directors of SAGE will consist initially of seven
members, three of whom will be designated by WHO Management LLC
("Management") and the other four will be designated by Charterhouse
Equity Partners III, L.P. and Chef Nominees Limited (collectively
"CEP Members").
3. Unless we and the CEP Members all agree, the only business SAGE will
be involved in will be acquiring and operating businesses in the
web hosting industry.
4. We will mutually select the initial Chief Executive Officer and the
initial Chief Financial Officer for SAGE.
5. SAGE will provide for an employee stock option plan and will allocate
to that plan 5% of its common stock then outstanding, from time to
time, on a fully diluted basis.
6. CEP Members and Management will vote the shares of WHO in SAGE to
cause its directors to effectuate all of the above.
Kindly sign below confirming that this letter reflects the CEP Members'
understanding of the events which will follow the execution of the Agreement.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx, Manager
-------------------------------
Xxxxxxx X. Xxxxxxx, Manager
/s/ Xxxxxxx Xxxx, Manager
-------------------------------
Xxxxxxx Xxxx, Manager
CHARTERHOUSE EQUITY PARTNERS III, L.P.
By: CHUSA Equity Investors III, L.P.,
General Partner
By: Charterhouse Equity III, Inc., General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
CHEF NOMINEES LIMITED, Member
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Attorney-in-Fact
