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EXHIBIT 10.20
ASSUMPTION AGREEMENT
This ASSUMPTION AGREEMENT (this "Agreement") dated as of December 31,
1998, is made by Nextera Enterprises, Inc., a Delaware corporation ("Nextera
Inc."), in favor of Nextera Funding, Inc. ("Funding"). All capitalized terms not
defined herein shall have the meaning ascribed to them in the Securities
Purchase Agreement (as defined below).
WITNESSETH:
WHEREAS, pursuant to the Securities Purchase Agreement dated as of
August 31, 1998, as amended (the "Securities Purchase Agreement") between
Nextera Enterprises, L.L.C. ("Nextera LLC") and Funding, Funding agreed to
purchase certain Notes from Nextera LLC in an aggregate amount not to exceed the
Commitment (as defined therein), subject to the terms and conditions set forth
therein;
WHEREAS, pursuant to the Pledge and Security Agreement dated as of
August 31, 1998 (the "Security and Pledge Agreement"), Nextera LLC has granted
to Funding a security interest in the Collateral (as such term is defined in the
Security and Pledge Agreement);
WHEREAS, all the ownership interests of Nextera LLC will be transferred
directly or indirectly to Nextera Inc. on the date hereof; and
WHEREAS, Nextera Inc. has agreed to assume all of the obligations of
Nextera LLC under the Financing Documents (as such term is defined in the
Securities Purchase Agreement);
NOW THEREFORE, IT IS AGREED:
SECTION 1. Assumption of Obligations. (a) By executing and delivering
this Agreement, Nextera Inc. hereby becomes a party to each of the Securities
Purchase Agreement, Security and Pledge Agreement, the Notes and each Financing
Document with the same force and effect as if originally named therein. Nextera
Inc. hereby expressly assumes as of the date hereof all obligations (including,
without limitation, the Secured Obligations as defined in the Security and
Pledge Agreement) of Nextera LLC under the Financing Documents and confirms and
ratifies the granting of the security interest in the Collateral in favor of
Funding made
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pursuant to the Security and Pledge Agreement. Nextera Inc. also assumes, from
and after the date hereof, the punctual performance and observance of all of the
covenants and conditions of each Financing Document to be performed or observed
by Nextera LLC thereunder, and to be bound in all respects by the terms of such
Financing Document, as if Nextera Inc. was a signatory party thereto.
(b) Nextera Inc. hereby represents and warrants that each of the
representations and warranties set forth in each Financing Document applicable
to Nextera LLC is true and correct on and as of the date hereof (after giving
effect to this Assumption Agreement).
SECTION 2. Miscellaneous. (a) Except as herein set forth, each Financing
Document is in all respects ratified and confirmed and shall remain in full
force and effect.
(b) THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed as of the day and year first above written.
NEXTERA ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Secretary
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