EXHIBIT 10.4
SECOND AMENDMENT TO
DEBENTURE
THIS SECOND AMENDMENT TO DEBENTURE (the "Amendment") is entered into
effective as of December 31, 2002 (the "Effective Date") by and among Nextera
Enterprises, Inc., a Delaware corporation ("Borrower") and Knowledge Universe
Capital Co. LLC, a Delaware limited liability company, or its assigns (the
"Lender"), and is made with reference to the following:
RECITALS
A. As of December 15, 2000, Borrower issued a Debenture to Lender in
the amount of $10,000,000 (the "Debenture").
B. The terms of the Debenture provide that: "[t]he Maturity Obligations
shall be due and payable on ten days written notice to Borrower from Lender (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."
C. Lender and Borrower have previously agreed to amend the Debenture so
as to change the Maturity Date to January 2, 2004 pursuant to the First
Amendment to Debenture dated effective as of March 29, 2002 (the "First
Amendment").
D. Lender and Borrower have agreed to further amend the Debenture so as
to change the Maturity Date to January 1, 2005.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Section 3 of the Debenture (as amended by the First Amendment) is
deleted in its entirety and new Section 3 is added to read as follows: "The
Maturity Obligations shall be due and payable as of January 1, 2005 (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."
2. Section 17 of the Debenture is added to read as follows: "This
Debenture is subject to the Second Amended and Restated Subordination Agreement
dated as of December 31, 2002, as from time to time in effect, among Lender,
Borrower, and Fleet National Bank, as Agent, which, among other things,
subordinates the obligations of Borrower hereunder to the prior payment of
obligations of Borrower to the holders of Senior Indebtedness as defined
therein."
IN WITNESS WHEREOF, Borrower and Lender, intending to be
legally bound hereby, have caused this Second Amendment To Debenture to be duly
executed effective as of the date first written above.
BORROWER
Nextera Enterprises, Inc., a Delaware corporation
By: /s/ XXXXXXX XXXXXXXXX
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Xxxxxxx Xxxxxxxxx
Its: Chief Financial Officer
LENDER
Knowledge Universe Capital Co. LLC,, a Delaware limited liability company
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Its: Secretary
