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EXHIBIT 10.52
FIRST AMENDMENT TO
AMENDED AND RESTATED DEBENTURE
THIS FIRST AMENDMENT TO AMENDED AND RESTATED DEBENTURE (the
"Amendment") is entered into effective as of April 15, 1999 (the "Effective
Date") by and among Nextera Enterprises, Inc., a Delaware corporation
("Borrower") and Knowledge Universe, Inc., a Delaware corporation, ▇▇▇▇▇▇▇
Brebach, Jr., ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇
▇▇▇▇▇▇ (collectively, the "Lenders"), and is made with reference to the
following:
RECITALS
A. As of January 5, 1998, Nextera Enterprises, L.L.C., a Delaware limited
liability company ("NE LLC") issued a Debenture to Nextera Enterprises Holdings,
L.L.C., a Delaware limited liability company ("NEH LLC") in the amount of
$24,970,000 (the "Debenture").
B. On April 30, 1998, NEH LLC distributed and assigned the Debenture to its
members. On August 5, 1998, Knowledge Universe, L.L.C. contributed and assigned
its interest in the Debenture to Knowledge Universe, Inc. ("KU Inc.").
C. On December 31, 1998, the membership interests in NE LLC were contributed
to Borrower, NE LLC was dissolved, all of the assets of NE LLC were distributed
to Borrower, all of the obligations of NE LLC, including, but not limited to,
the Debenture, were assumed by Borrower, and the Debenture was amended and
restated (the "Amended And Restated Debenture").
D. The terms of the Amended And Restated Debenture provide, inter alia, that:
(i) if the bridge loan from Nextera Funding, Inc. to Borrower (the "Bridge
Loan") is not paid in full on or before April 30, 1999, the interest rate on the
Debenture (or dividend rate if converted to preferred stock) will increase to
two percent over the Bridge Loan rate as it may vary from time to time; and (ii)
the Debenture (or preferred stock if converted) will convert to current cash
interest (or dividend) payments three months after the Bridge Loan is paid in
full.
E. Lenders and Borrower have agreed to amend the Amended And Restated
Debenture so as to change the April 30, 1999 date referenced in Recital D above
to May 31, 1999.
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NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
1. Section 10 of the Amended And Restated Debenture is deleted in its
entirety and new Section 10 is added to read as follows:
"10. If the Bridge Loan has not been paid in full on or before May
31, 1999, then on June 1, 1999 the interest rate on this Debenture (or dividend
rate if this Debenture has been converted into Exchanged Preferred Stock) shall
increase to a rate which is two percentage points in excess of the Bridge Loan
rate as it may vary from time to time."
IN WITNESS WHEREOF, Borrower and Lenders, intending to be legally
bound hereby, have caused this First Amendment To Amended And Restated Debenture
to be duly executed effective as of April 15, 1999.
"BORROWER"
Nextera Enterprises, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its Secretary
"LENDERS"
Knowledge Universe, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its Secretary
[Signatures continued on next page]
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[Signatures continued from prior page]
/s/ ▇▇▇▇▇▇▇ Brebach, Jr.
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▇▇▇▇▇▇▇ Brebach, Jr.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
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Schedule "A"
Lenders Percentage Ownership
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Knowledge Universe, Inc. 98.29057%
▇▇▇▇▇▇▇ Brebach, Jr. 1.16976%
▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.10085%
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 0.14638%
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 0.14622%
▇▇▇▇▇ ▇▇▇▇▇▇ 0.14622%
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100%
Schedule "B"
Schedule of Advances
Date Amount of Advance Principal Balance
---- ----------------- -----------------
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 $ 4,799,330.50 $22,943,570.50
4/10/98 $ 22,841 $22,966,411.50
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