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EXHIBIT 4.1
BRIDGE LOAN AGREEMENT
THIS BRIDGE LOAN AGREEMENT (" Loan Agreement ") is dated
as of January 9 , 2007, by and between PLATINUM RESEARCH
ORGANIZATION L.P., a Texas limited partnership, with headquarters
located at 2828 Routh Street, 5th Floor, Dallas, Texas 75201 ("
Platinum "), and PLATINUM RESEARCH ORGANIZATION, INC. (F/K/A
NORTHTECH CORPORATION), having an office at 1917 West 4th Avenue,
Suite 421, Vancouver B.C. V6J 1M7 (" NorthTech ").
W I T N E S S E T H
WHEREAS, Platinum wishes to induce NorthTech to loan to
Platinum, and NorthTech is willing to loan to Platinum, subject to
the terms and conditions set forth herein, up to One Million (US$
1,000,000) United States Dollars.
NOW, THEREFORE, for and in consideration of the premises and the
mutual agreement contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. LOAN . Subject to the terms and
conditions set forth herein, NorthTech shall loan to Platinum One
Million (US$ 1,000,000) United States Dollars (the " Loan ")
in one installment, by delivery of such amount to Platinum in U.S.
funds by wire transfer to an account designated by Platinum.
2. NOTE . The terms of the Loan shall be set
forth in and evidenced by a Secured Promissory Note in
substantially the form attached hereto as Exhibit A in the
aggregate amount of One Million (US$ 1,000,000) United States
Dollars, payable to the order of NorthTech or its assignees (the "
Note ").
3. MUTUAL DELIVERIES .
(a) Upon the delivery by NorthTech of
the loan proceeds as provided in Section 1 above, Platinum shall
deliver to NorthTech the Note.
(b) Platinum shall also deliver, or
cause to be delivered, the original or execution copies of the
following instruments and agreements duly executed by all parties
thereto other than NorthTech (together with the Note - the "Related
Agreements"):
4. REPRESENTATIONS AND WARRANTIES OF PLATINUM .
Platinum represents and warrants to NorthTech that:
(a) Platinum has the partnership
power and authority to enter into this Loan Agreement and the
Related Agreements and to perform its obligations hereunder and
thereunder. The execution and delivery by Platinum of this Loan
Agreement and the Related Agreements and the consummation by
Platinum of the transactions contemplated hereby and thereby have
been duly authorized by all necessary partnership action on the
part of Platinum. This Loan Agreement and the Related Agreements
have been duly executed and delivered by Platinum and constitute
valid and binding obligations of Platinum enforceable against it in
accordance with their respective terms, subject to the effects of
any applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally and to the
application of equitable principles in any proceeding (legal or
equitable).
(b) The execution, delivery
and performance by Platinum of this Loan Agreement and the Related
Agreements and the consummation of the transactions contemplated
hereby and thereby do not and will not breach or constitute a
default under any applicable law or regulation or of any
agreement,
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judgment, order, decree or other instrument binding on Platinum
which breach or default has not otherwise been waived in writing or
which breach or default could reasonably be expected to have a
material adverse effect on Platinum.
(c) Platinum is in material
compliance with all applicable laws, regulations, judgments,
decrees and orders material to the conduct of its business.
(d) There is no pending, or to
the knowledge of Platinum, threatened, judicial, administrative or
arbitral action, claim, suit, proceeding or investigation which
might affect the validity or enforceability of this Loan Agreement
or the Related Agreements or which involves Platinum and which if
adversely determined, could reasonably be expected to have a
material adverse effect on Platinum.
(e) Other than with respect
to the loan with the Seattle City Employee's Retirement System (the
"Seattle Loan"), no consent or approval of, or exemption by, or
filing with, any party or governmental or public body or authority
is required in connection with the execution, delivery and
performance under this Loan Agreement or the Related Agreements or
the taking of any action contemplated hereunder or thereunder.
(f) Platinum has been
duly organized and is validly existing as a limited partnership
under the laws of the jurisdiction of its formation. Platinum is
duly qualified and licensed as a limited partnership in each
jurisdiction in which its current ownership or leasing of any
properties or its ownership or leasing of any properties or the
character of its operations as currently conducted requires such
qualification or licensing, except where the failure to be so
qualified would not have a material adverse effect on Platinum.
Platinum has all power and authority, and has obtained all
necessary authorizations, approvals, orders, licenses,
certificates, franchises and permits of and from all governmental
or regulatory officials and bodies necessary to own or lease its
properties and conduct its business other than those
authorizations, approvals and such other documents the lack of
which could not reasonably be expected to have a material adverse
effect on Platinum.
(g) The
execution, delivery and performance of this Agreement by Platinum
and the Related Agreements to be delivered hereunder and the
consummation of the transactions contemplated hereby and thereby
will not: (i) violate any provision of Platinum's limited
partnership formation documents, (ii) other than the Seattle Loan,
violate, conflict with or result in the breach of any of the terms
of, result in a material modification of the effect of, otherwise,
give any other contracting party the right to terminate, or
constitute (or with notice or lapse of time or both constitute) a
default under, any contract or other agreement to which Platinum is
a party or by or to which Platinum or any of Platinum's assets or
properties may be bound or subject, (iii) violate any order,
judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body by which Platinum, or the assets or
properties of Platinum are bound, (iv) to Platinum's knowledge,
violate any statute, law or regulation.
(h) There
has been no material change in the capitalization, assets, or
liabilities of Platinum since the issuance of the financial
statements, for the period ending September 30, 2006, delivered to
NorthTech.
5. REPRESENTATIONS AND WARRANTIES OF
NORTHTECH . NorthTech hereby represents and warrants to
Platinum that:
(a)
NorthTech has the corporate power and authority to enter into this
Loan Agreement and the Related Agreements and to perform its
obligations hereunder and thereunder. The execution and delivery by
NorthTech of this Loan Agreement and the Related Agreements and the
consummation by NorthTech of the transactions contemplated hereby
and thereby have been duly authorized by all necessary corporate
action on the part of NorthTech. This Loan Agreement and the
Related Agreements have been duly executed and delivered by
NorthTech and constitute valid and binding obligations of
NorthTech, enforceable against it in accordance with their
respective terms, subject to the effects of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and to the application of
equitable principles in any proceeding (legal or equitable).
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(b) The execution, delivery and performance by NorthTech of this
Loan Agreement and the Related Agreements and the consummation of
the transactions contemplated hereby and thereby do not and will
not breach or constitute a default under any applicable law or
regulation or of any agreement, judgment, order, decree or other
instrument binding on NorthTech.
(c) There is no pending, or to the knowledge of NorthTech,
threatened, judicial, administrative or arbitral action, claim,
suit, proceeding or investigation which might affect the validity
or enforceability of this Loan Agreement or the Related
Agreements.
(d) No consent or approval of, or exemption by, or filing with, any
party of governmental or public body or authority is required in
connection with the execution, delivery and performance under this
Loan Agreement or the Related Agreements or the taking of any
action contemplated hereunder or
thereunder.
6. COVENANTS OF
PLATINUM . Platinum covenants and agrees that, so long as the
Note shall be outstanding, except as otherwise required under the
Related Agreements, Platinum shall:
(a) Promptly pay and discharge all lawful taxes, assessments and
governmental charges or levies imposed upon it or upon its income
and profits, or upon any of its property, before the same shall
become in default as well as all lawful material claims for labor,
materials and supplies which, if unpaid, might become a lien or
charge upon such properties or any part thereof; provided, however,
that it shall not be required to pay and discharge any such tax,
assessment, charge, levy or claim so long as the validity thereof
shall be contested in good faith by appropriate proceedings, and
Platinum shall set aside on its books adequate reserves with
respect to any such tax, assessment, charge, levy or claim so
contested.
(b) Pay, or cause to be paid, all material debts and perform, or
cause to be performed, all material obligations promptly and in
accordance with the respective terms thereof.
(c) Provide to NorthTech the following:
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i. as soon as available after the end of each fiscal year of
Platinum, a consolidated balance sheet of Platinum as at the end of
that fiscal year and the related statement of earnings,
stockholders' equity and changes in financial position of Platinum
for such fiscal year, in accordance with its historical accounting
practices; and
ii. as soon as available and in any event within ninety (90)
days after the end of each of the first three quarters of each
fiscal year (commencing the quarter ending September 30, 2006), an
unaudited consolidated balance sheet of Platinum as of the end of
that quarter, and the related unaudited statement of earnings of
Platinum for the period from the beginning of that fiscal year to
the end of that quarter, certified by the principal financial
officer of Platinum as having been prepared in accordance with its
historical accounting practices, subject to normal year-end
adjustments.
(e) Do, or cause to be done, all things that may be necessary
to:
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i. maintain its due organization and valid existence under the
laws of its state of formation;
ii. preserve and keep in full force and effect all
qualifications, registrations and licenses in those jurisdictions
in which the failure to do so could or would have a material
adverse effect;
iii. maintain its power or authority to carry on its business as
now conducted; and
iv. use its best efforts to keep available the services of its
key present employees and agents and maintain its current relations
with suppliers, customers, distributors and joint venture partners
(subject to the business judgment of executive management).
(f) At all times maintain, preserve, protect and keep material
property used and useful in the conduct of its business in good
repair, working order and condition (subject to normal wear and
tear), and from time to time make all needful and proper repairs,
renewals, replacements, betterment and
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improvements thereto, so that the business carried on in
connection therewith
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