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EXHIBIT 10.25
$23,000,000.00 March 20, 1997
DEBENTURE
1. For value received, Nextera Enterprises, L.L.C., a Delaware limited
liability company ("Borrower"), promises to pay to the order of Nextera
Enterprises Holdings, L.L.C., a Delaware limited liability company, or its
assigns ("Lender"), the principal sum of Twenty-Three Million Dollars
($23,000,000.00) or such lesser sum as shall be advanced by Lender to Borrower
hereunder from time to time (the "Principal Amount"). Interest shall accrue from
the date hereof on the outstanding principal at ten percent (10%) per annum,
compounded quarterly, based on the calendar year, but in no case shall the
interest rate exceed the maximum rate allowed by law.
2. Lender shall record the amount and date of each advance hereunder on
Schedule "A" attached hereto.
3. The Maturity Obligations shall be due and payable on May 1, 2002 (the
"Maturity Date"). As used herein, "Maturity Obligations" shall mean the entire
outstanding principal amount, together with all accrued but unpaid interest
thereon, and all other sums due and unpaid hereunder.
4. All payments due under this Debenture are payable in lawful money of
the United States of America at Xxxxxx's office at 000 Xxxxxx Xxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx 00000 or at such other place as Lender or other holder
hereof shall notify Borrower in writing.
5. All payments received by Lender on this Debenture shall be applied by
Xxxxxx as follows: first, to the payment of accrued and unpaid interest; and
second, to the reduction of the principal amount.
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6. Any portion of the principal amount, or interest unpaid at maturity,
or when the entire amount of this Debenture is otherwise due and payable, shall
thereafter accrue interest at a rate of fifteen percent (15%) per annum (the
"Delinquency Rate"). The Delinquency Rate shall be effective both before and
after any judgment as may be rendered in a court of competent jurisdiction
provided, however, that if such Delinquency Rate is deemed to be interest in
excess of the amount permitted to be charged to Borrowers under applicable law,
Lender shall be entitled to collect a Delinquency Rate only at the highest rate
permitted by law, and any interest actually collected by Lender in excess of
such lawful amount shall be deemed a payment in reduction of the principal
amount then outstanding under this Debenture and shall be so applied.
7. Borrower may prepay this Debenture in whole or in part without any
premium or penalty.
8. This Debenture shall be subordinated to any other Debenture of
Borrower held by Lender or any assignee of Lender.
9. In the event this Debenture is turned over to an attorney at law for
collection after default, in addition to the Maturity Obligations, Lender shall
be entitled to collect all costs of collection, including but not limited to
reasonable attorneys' fees incurred, whether or not suit on this Debenture is
filed, and all such costs and expenses shall be payable on demand.
10. This Debenture may not be changed orally, but only by an agreement
in writing signed by the party against whom such agreement is sought to be
enforced.
11. Borrower, for itself and its successors and assigns, and each
endorser or guarantor of this Debenture, for its heirs, successors, and assigns,
hereby waives presentment, protest, demand, diligence, notice of dishonor and of
nonpayment, and waives and renounces all rights to the benefits of any statute
of limitations and any moratorium, appraisement, and exemption now provided or
which may hereafter be provided by any federal or
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state statute, including but not limited to exemptions provided by or allowed
under the Bankruptcy Reform Act of 1978, both as to itself and as to all of its
property, whether real or personal, against the enforcement and collection of
the obligations evidenced by this Debenture and any and all extensions,
renewals, and modifications hereof.
12. It is the intention of the parties to conform strictly to applicable
usury laws from time to time in force, and all agreements between Borrower and
Lender, whether now existing or hereafter arising and whether oral or written,
are hereby expressly limited so that in no contingency or event whatsoever shall
the amount paid or agreed to be paid to Lender or the holder hereof, or
collected by Lender or such holder, for the use, forbearance, or detention of
the money to be lent hereunder or otherwise, exceed the maximum amount
permissible under applicable usury laws. If under any circumstances whatsoever
fulfillment of any provision hereof at the time performance of such provision
shall be due, shall involve transcending the limit of validity prescribed by
law, then ipso facto, the obligation to be fulfilled shall be reduced to the
limit of such validity; and if under any circumstances Lender or other holder
hereof shall ever receive an amount deemed interest, by applicable law, which
would exceed the highest lawful rate, such amount that would be excessive
interest under applicable usury laws shall be applied to the reduction of the
principal amount owing hereunder and not to the payment of interest, or if such
excessive interest exceeds the unpaid principal amount and other indebtedness,
the excess shall be deemed to have been a payment made by mistake and shall be
refunded to Borrower or to any other person making such payment on Borrower's
behalf. The terms and provisions of this paragraph shall control and supersede
every other provision of all agreements between Lender and Borrower and any
endorser or guarantor of this Debenture.
13. This Debenture shall be governed by and construed under the laws of
the State of California. Borrower hereby submits to personal jurisdiction within
the State of California for the enforcement of Xxxxxxxx's obligations hereunder,
and waives any and all personal rights under the law of any other
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state to object to jurisdiction within the State of California for the purposes
of litigation to enforce such obligation of Borrower.
IN WITNESS WHEREOF, Xxxxxxxx, intending to be legally bound hereby, has
caused this Debenture to be duly executed.
"BORROWER"
Nextera Enterprises, L.L.C., a
Delaware limited liability
company
By: /s/ XXXXXXX XXXXXXX, XX.
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Xxxxxxx Xxxxxxx, Xx.
Its Manager
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Schedule "A"
Schedule of Advances
Date Amount of Advance Principal Balance
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3/20/97 $ 728,640 $ 728,640
4/18/97 $ 230,000 $ 958,640
5/19/97 $ 276,000 $ 1,234,640
6/17/97 $ 276,000 $ 1,510,640
7/23/97 $13,800,000 $15,310,640
8/15/97 $ 920,000 $16,230,640
9/9/97 $ 165,600 $16,396,240
9/30/97 $ 276,000 $16,672,240
10/14/97 $ 276,000 $16,948,240
11/4/97 $ 276,000 $17,224,240
11/21/97 $ 920,000 $18,144,240
1/5/98 $ 4,832,760 $22,977,000
4/10/98 $ 23,000 $23,000,000
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