EXHIBIT 4.5 - OMNIBUS AMENDMENT






 EXHIBIT 4.5

 OMNIBUS AMENDMENT

 

 
 
  
   This Omnibus Amendment (this "Amendment") is
   entered into as of January _9_, 2007 by and among PLATINUM INTELLECTUAL
   PROPERTY, L.P., a Texas limited partnership (the "Company"), PLATINUM
   RESEARCH ORGANIZATION, L.P., a Texas limited partnership (the "Parent"),
   SEATTLE CITY EMPLOYEES' RETIRMENT SYSTEM, a single-employer defined-benefit
   public employee retirement system (the "Purchaser"), NEWLIGHT CAPITAL,
   LLC, a New York limited liability company ("Newlight"), and, for
   limited purposes, JPMORGAN CHASE BANK N.A. (the "Disbursement Agent")
   and Platinum Research Organization, Inc. (f/k/a NorthTech Corporation), a
   company organized and existing under the laws of Nevada ("PRO Inc.").

   
   RECITALS:

   
          A. The Company, the
   Parent and the Purchaser are each a party to that certain Senior Secured Note
   Purchase Agreement dated as of December 3, 2004, (the "Purchase Agreement")
   (unless otherwise defined, all terms used herein with their initial letter
   capitalized shall have the meaning given such terms in the Purchase Agreement
   including, to the extent applicable, after giving effect to this Amendment),
   and in connection therewith, the Company delivered that certain Senior
   Secured Note of Platinum Intellectual Property, L.P. dated December 3, 2004
   (the "Note") to the Purchaser in the principal amount of $6,000,000.

         B. On October 26, 2006,
   Parent entered into that certain Contribution Agreement (the "Contribution
   Agreement") among (i) PRO, Inc., , (ii) each of Parent, Lubrication
   Partners, a joint venture ("GP Transferor") and sole shareholder of
   Platinum IP Management, Inc., a company organized and existing under the laws
   of Texas and the general partner of Parent ("PRO GP"), each person
   holding a limited partnership interest in Parent (each, a "Limited Partner")
   (each Limited Partner and GP Transferor, a "PRO Transferor" and
   collectively, the "PRO Transferors"), by and through John T. (Cork)
   Jaeger as the representative of all PRO Transferors, and (iii) Steve Drayton
   as the representative of all individuals who invest in PRO Inc. (other than
   the PRO Transferors) (the "Investors") and who have agreed to be bound
   by the terms of the Contribution Agreement and have appointed Steve Drayton
   as their representative for purposes of the Contribution Agreement, in each
   case pursuant to a subscription agreement, whereby, among other things, (A)
   GP Transferor has agreed to contribute all of the capital stock of PRO GP to
   PRO Inc., (B) the Limited Partners agreed to contribute all of the
   outstanding limited partner partnership interests of Parent to PRO Inc., (C)
   the Investors agreed to contribute cash to PRO Inc., and (D) certain warrant
   holders agreed to exercise warrants in PRO Inc. into shares of capital stock,
   and in each case PRO Inc. agreed to issue shares of capital stock in PRO Inc.
   to the PRO Transferors, the Investors and the warrant holders in exchange for
   their respective contributions, all in a transaction intended to qualify
   under Section 351 of the Code, all on the terms and conditions set forth
   therein.

         C. As a condition to the consummation of
   the transactions contemplated by the Contribution Agreement, Parent is
   required to amend certain provisions of the Purchase Agreement and the other
   Note Purchase Documents to, among other things, (i) extend the maturity date
   of the Note, (ii) restructure the participation payments, (iii) modify the
   approval 

   

 

  

 



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   rights of the Annual Budget and annual increases in
   compensation of management to require consent of the Board of Directors of
   PRO Inc., including its independent directors, (iv) provide a prepayment
   right of the Obligations at any time at no premium and without penalty, and
   (v) terminate the Lock-Box Agreement and any requirement to maintain a
   lock-box agreement, in all cases, on the terms and conditions as set forth in
   this Amendment.

          D. The Purchaser has
   agreed to amend the Purchase Agreement and the other Note Purchase Documents
   as set forth in this Amendment.

   
   AGREEMENT:

   
          NOW THEREFORE, for
   and in consideration of the mutual covenants and agreements contained in this
   Amendment and other good and valuable consideration, the receipt and
   sufficiency of which are acknowledged and confessed, the parties to this
   Amendment agree as follows: 

 

        Section 1. Amendments to Purchase Agreement.
   In reliance on the representations, warranties, covenants and agreements
   contained in this Amendment, and subject to the satisfaction of the condition
   precedent set forth in Section 5, the Purchase Agreement is amended,
   effective as of the Closing Date (as defined in the Contribution Agreement),
   in the manner provided in this Section 1. 

   
           1.1  Amendment to
    Definitions of "Note Purchase Document" and "Obligations".
    The definitions of "Note Purchase Document" and "Obligations" contained in
    Section 1 of the Purchase Agreement are amended and restated to read in
    their entirety as follows:

   

  

  "Note Purchase Document" means each of this
      Agreement, the Omnibus Amendment, the Note, the Security Agreement, the
      Collateral Assignment, the Assignment and License Agreement, the Escrow
      Agreement, the Service Agreement, the recordation form cover sheet with
      respect to the PTO and each UCC-1 financing statement referred to in
      Section 3."

     
    
   
  
  
   
    
     
      "Obligations" means, except as
      otherwise provided in this definition, all obligations, Indebtedness and
      liabilities, joint, several, matured, unmatured, contingent, absolute, of
      whatever nature, now or hereafter owing by the Company to the Purchaser,
      including, but not limited to, all Indebtedness of the Company under this
      Agreement and the other Note Purchase Documents (whether for principal,
      interest, fees, costs, expenses, Participation Payments set forth in
      Section 8.01 of this Agreement or other amounts). The phrase "aggregate
      outstanding balance of the Obligations" means, as of any date, the sum of
      the aggregate outstanding principal balance of the Note and all interest
      accrued but not paid to such date plus any unpaid Participation Payments,
      whether or not such Participation Payments have accrued. For purposes of (i)
      the first priority security interest granted to Purchaser under the
      Security 

     

    

   

  

 



 

 

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      Agreement and (ii) the obligations of the Company and
      the Parent under Sections 5 and 6 of this Agreement only, Purchaser's
      rights to the Participation Payments shall not be considered an Obligation
      of the Company."

     

    

   
  
 



 
                           
  1.2   Amendment to Section 6.04 of the Purchase Agreement.
  Section 6.04 of the Purchase Agreement is amended and restated to read in its
  entirety as  

                               
  follows: 

  
   
    
     
      "Section 6.04 Annual Budget. Incur expenditures
      in excess of, or change or otherwise modify, the Annual Budget without the
      prior approval of the Board of Directors of PRO, Inc., including each of
      its Independent Directors." 

     

    

   

  

  
                          
   1.3   Amendment to Section 6.07. Section 6.07
  of the Purchase Agreement is amended and restated to read in its entirety as
  follows: 

  
   
    
     
      "Section 6.07 Compensation. Other than in
      connection with ordinary course compensation increases for the purpose of
      employee retention and/or the hiring of new employees for the purpose of
      commercialization of the Company's Intellectual Property Rights, increase
      the compensation payable to any of the Parent's employees, directors or
      officers, or modify the terms and conditions under which such Persons are
      compensated in such manner as to render likely or certain an increase in
      his or her compensation, unless such increases and modifications are in
      compliance with the current Annual Budget or are otherwise approved by the
      Board of Directors of PRO Inc., including each of its Independent
      Directors."

     

    

   

  

  
                           
  1.4   Amendment to Section 8.01. Section 8.01
  of the Purchase Agreement is amended and restated to read in its entirety as
  follows: 

  
   
    
     
      "Section 8.01 Participation Payment. As
      additional consideration and inducement for the Purchaser to purchase the
      Note from the Company hereunder, the Company agrees, that it shall pay to
      the Purchaser quarterly participation payments (the "Participation
      Payments") in an amount equal to the greater of (i) five percent (5%)
      of Gross Revenues for such respective quarter or (ii) twenty percent (20%)
      of Consolidated Net Income for such respective quarter, until such time as
      the Purchaser has been paid an aggregate of Six Million Dollars
      ($6,000,000) in Participation Payments. Nothing in this Section 8.01 shall
      alter the obligation of the Company or the Parent to receive the prior
      written agreement of Purchaser before entering into any transaction
      identified in Sections 6.03 or 6.08 of this Agreement."

     

    

   

  

                            
  1.5   Addition of New Defined Terms. The following defined
  terms shall be added to Section 1 of the Purchase Agreement:

  
  
   
    
              "Consolidated Net
     Income" means Gross Revenues less total expenses

    

   

  

 



 

 

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      "Gross Revenues" means all revenues recognized
      by PRO Inc. on a consolidated basis under U.S. generally accepted
      accounting principles.

      
      "Independent Director" means either (i) a director who
      is "independent" within the meaning of the listing standards of a national
      securities exchange, including the New York Stock Exchange and the Nasdaq
      National Market or (ii) a director whom the Board of Directors of PRO Inc.
      has made a good faith determination is independent according to applicable
      law and best corporate practices." 

      
      "Omnibus Amendment" means that certain Omnibus
      Amendment entered into as of January ___, 2007 by and among the Company,
      the Parent, the Purchaser, Newlight, the Disbursement Agent and PRO,
      Inc.."

      
      

      
      "PRO, Inc." means Platinum Research
      Organization, Inc. (f/k/a North Tech Corporation) a company organized and
      existing under the laws of Nevada and the parent of the Parent."

      

     
    
   
  
                              
  1.6    Addition of New Section 11.11. The
  following shall be added as Section 11.11 of the Purchase Agreement:

  
  
      "Section 11.11 PRO, Inc. All references in the
      Note Purchase Documents to (i) the affirmative covenants, negative
      covenants, agreements and obligations (including indemnification
      obligations) of Parent and (ii) activities occurring after December 3,
      2004 applicable or related to Parent (e.g. preparation of the Annual
      Budget of Parent) shall be understood to be references to, and shall apply
      equally to and be binding on, PRO, Inc. Without limitation and by way of
      example, the covenant of Parent in Section 6.06 of this Purchase Agreement
      to "not purchase, redeem, retire or otherwise acquire for value its
      partnership interests now or hereafter outstanding" shall also be deemed
      to constitute a covenant of PRO, Inc. to not purchase, redeem, retire or
      otherwise acquire for value its capital stock now or hereafter
      outstanding.

     

     

    
   
  
  
   
    Section 2. Amendments to Note. In reliance on the
    representations, warranties, covenants and agreements contained in this
    Amendment, and subject to the satisfaction of the condition precedent set
    forth in Section 5, the Note is amended, effective as of the Closing
    Date (as defined in the Contribution Agreement), in the manner provided in
    this Section 2. 

    
     2.1   Amendment to Definition of "Maturity Date".
     The definition of "Maturity Date" contained in Paragraph (2) of the Note is
     amended and restated to read in its entirety as follows:

     "Maturity Date" means the earlier of (i) the fourth
         anniversary of the Closing Date (as defined in the Contribution
         Agreement) or (ii) February 28, 2011; provided; however, if such date
         is not a Business Day, such date shall be the immediately succeeding
         Business Day.

        
       
      
     
     2.2   Amendment to Paragraph (3). Paragraph (3) of
     the Note is 

     
       

       

     

    

   

  

 




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       amended to add a new subparagraph (c) that shall read in its entirety
       as follows: 

               "(c)
       Notwithstanding anything contained in this Note to the contrary, this
       Note may be prepaid in full or part at any time and from time to time
       without notice and without the payment of any premium, fee or penalty.
       All prepayments shall be credited first to unpaid interest on, and
       thereafter to unpaid principal of, this Note."

      

     

     2.3   Amendment to Subparagraph (4)(d). Subparagraph
     4(d) of the Note is amended and restated to read in its entirety as
     follows:: 

     
      "(d) The Company or Parent shall fail to perform or
      observe any other material term, covenant or agreement contained in any
      Note Purchase Document, which failure to observe or perform such
      applicable term, covenant or agreement shall remain unremedied for
      a period of thirty (30) days after notice thereof to the Company by the
      Purchaser and/or Newlight, on behalf of the Purchaser;"

     

     

     2.4   Amendment to Paragraph (5)(a). Paragraph
     (5)(a) of the Note is amended and restated to read in its entirety as
     follows:

     
     
      "(a) Notwithstanding any other term or condition of
      this Note, upon the occurrence of any Event of Default described in
      Section 4 hereof and at the declaration of the Purchaser, the unpaid
      principal amount of this Note and all accrued interest outstanding on this
      Note and all other Obligations (other than the Participation Payments)
      shall automatically become immediately due and payable by the Company, in
      immediately available funds, with all additional interest from time to
      time accrued thereon and without presentation, demand, or protest or other
      requirements of any kind (including, without limitation, valuation and
      appraisement, diligence, presentment, notice of intent to demand or
      accelerate and notice of acceleration), all of which are hereby expressly
      waived by the Company."

     

     

        
       
      
     
    

    Section 3.   Amendments to Service Agreement. In
    reliance on the representations, warranties, covenants and agreements
    contained in this Amendment, and subject to the satisfaction of the
    condition precedent set forth in Section 5, the Service Agreement is
    amended, effective as of the Closing Date (as defined in the Contribution
    Agreement), in the manner provided in this Section 3. 

    
     3.1    Amendment to Section 2(a)(i). Section
     2(a)(i) of the Service Agreement is amended and restated to delete
     subsections (B), (C), and (D), which subsections shall read in their
     entirety as follows:

     

 

                 
         B     Intentionally Omitted;

        
       
      
     
     
	Intentionally Omitted;


         
        
       
      
     
                                                         
     D    Intentionally Omitted;"

    

   

  

 



 

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     3.2    Amendment to Sections 2(c)(i) and 4.
     Section 2(c)(i) and Section 4 of the Service Agreement is amended and
     restated to delete any and all references to "from the Lock-Box Account" or
     ", from the Lock-Box Account".

     
    

    Section 4   Termination of Lock-Box Agreement. In
    reliance on the representations, warranties, covenants and agreements
    contained in this Amendment, and subject to the satisfaction of the
    condition precedent set forth in Section 5, the Lock-Box Agreement is
    terminated as of the Closing Date (as defined in the Contribution Agreement)
    and shall be of no further force or effect as of the Closing Date, and any
    obligation of the Company to maintain a lock-box or similar type of account
    as set forth in any Note Purchase Document is void and shall be of no
    further force or effect as of the Closing Date. 

    Section 5   Condition Precedent. The
    effectiveness of the amendments and or termination of the respective Note
    Purchase Documents set forth in Sections 1 through 4 of this
    Amendment are conditioned upon the closing of the transactions contemplated
    by the Contribution Agreement, including but not limit to the sale by PRO
    Inc. of equity securities to the Investors for aggregate cash consideration
    of not less than $4,500,000. Other than the amendment to the Contribution
    Agreement dated December 15, 2006, to the extent the Contribution Agreement
    is further amended without the consent of Purchaser, the condition precedent
    set forth in this Section shall not be satisfied. 

    Section 6   Miscellaneous. 

    

         6.1   
    Reaffirmation of Note. Any and all of the terms and provisions of
    the Purchase Agreement, the Note and the other Note Purchase   

         Documents shall, except as
    amended and modified hereby, remain in full force and effect. 

    
     6.2   Legal Expenses. In addition to and not in
     replacement of any obligations to pay fees and expenses set forth in the
     Note Purchase Documents, Parent and PRO Inc. jointly and severally agree to
     pay on demand all reasonable fees and expenses of counsel to the Purchaser
     incurred by Purchaser in connection with (i) the preparation, negotiation,
     execution, delivery, performance and administration of this Amendment and
     the Note Purchase Documents (beginning with all fees and expenses related
     to this Amendment), and (ii) any requested waivers, amendments or consents
     to any of the Note Purchase Documents. 

     6.3   Counterparts. This Amendment may be
     executed in counterparts, and all parties need not execute the same
     counterpart. 

     6.4   Complete Agreement. THIS AMENDMENT, THE
     NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
     PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
     OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
     BETWEEN OR AMONG THE PARTIES.

     [Signature pages to follow]

    

   

  

 



 

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   IN WITNESS WHEREOF, the parties hereto have caused this
   Amendment to be duly executed on the date and year first above written.

   
    

    COMPANY:

             PLATINUM INTELLECTUAL PROPERTY, L.P.

             
             By: Platinum Intellectual Property GP, Inc.

             Its: General Partner 

             

                /s/ John T. "Cork" Jaeger, Jr.

             By: ______________________

             Name: John T. "Cork" Jaeger, Jr.

             Its: Chief Executive Officer

            
           
          
         
        
       
      
     
    
   
    

    

              
             
            
           
          
         
        
       
      
     
    
    
                                                                                             
    PARENT:

    

    
             PLATINUM RESEARCH ORGANIZATION, L.P.

            
           
          
         
        
       
      
     
    
   
   

                                                                                                      
   By: Platinum IP Management, Inc.

                                                                                                   
   Its: General Partner

   

                                                                                                          
   /s/ John T. "Cork" Jaeger, Jr.

                                                                                                    
   By:__________________________

                                                                                                       
   Name: John T. (Cork) Jaeger, Jr.

                                                                                                    
   Title: Chief Executive Officer

   

   

   

   

 

   
                                                                                                         
   PURCHASER:

   

                                                                                               
    SEATTLE CITY EMPLOYEES' RETIREMENT 

                                                                                            
    SYSTEMS

    

                                                                                      
             /s/ Mel Robertson

    

                                                                                            
    By:_________________________________

                                                                                            
    Name: Mel Robertson

                                                                                            
    Title: Chief Investment Officer

    

    

    

    

    

                                                                                             
    NEWLIGHT CAPITAL, LLC

                                                                                                 
      /s/ Joe Agiato

    
                                                                                                  
    By:_________________________________

                                                                                              
    Name: Joe Agiato 

                                                                                              
    Title: President

   
    

   

   [Signature page]

              
             
            
           
          
         
        
       
      
     
    
   
  

   

  
  

         
        
       
      
     
    
   
  
 



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          For purposes of Section 4 only:

          
          

          
                              
          JPMorgan Chase Bank

                    
          as Disbursement Agent

                               
   

          
          

         
        
       
      
     
    
   
                                                                                             
   By:__________________________________

                                                                                                 
   Saverio A. Lunetta

                                                                                                 
   Vice President

    

           

          
                              
          For purposes of Section 1.6 only:

          
          

          
                              
          PLATINUM RESEARCH ORGANIZATION, INC.

          

                         
           /s/ Cecelia Pineda

         
        
       
      
     
    
   
          
                                                                                             
   By:__________________________________

                                                                                          
   Name: Cecelia Pineda

                                                                                          
   Title: President and Chief Executive Officer 

    

           
          
         
        
       
      
     
    
   
  
  

  

  

  [Signature page]

 

 



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