WAIVER AGREEMENT and
AMENDMENT OF PROMISSORY NOTE
THIS AGREEMENT
is made the _6 th day of
February, 2006.
BETWEEN:
NORD RESOURCES CORPORATION
, a corporation
organized under the laws of Delaware
("
Nord ")
AND:
NEDBANK LIMITED , a limited liability company organized
under the laws of the Republic of South Africa
("Nedbank")
WHEREAS
A
. Nord has issued a secured
promissory note to Nedbank in the principal sum of $3,900,000 dated
November 8, 2005 (the “ Note ”);
B.
Section 5(ii) of the Note
contains a mandatory repurchase provision (the “ Mandatory
Repurchase Provision ”) that will be triggered if the
persons who constituted the board of directors of Nord as at
November 8, 2005 cease for any reason to constitute a majority of
the board of directors of Nord;
C.
As at November 8, 2005,
the board of directors consisted of Ronald A. Hirsch, Erland A.
Anderson and Stephen D. Seymour; and
D.
It is anticipated that
Erland A. Anderson (“ Anderson ”) will resign as
a director of Nord, and that the remaining directors will appoint
Nick Tintor, John F. Cook, Douglas P. Hamilton and Wade Nesmith
(collectively, the “ New Directors ”) to fill
the vacancies on Nord’s board of directors.
THIS AGREEMENT
WITNESSES that in
consideration of the payment by Nord to Nedbank of consideration in
the amount of US$10.00, the receipt and sufficiency of which is
hereby acknowledged by the parties, Nord and Nedbank agree as
follows:
1.
Nedbank hereby waives the
application of the Ma
