AGREEMENT AMENDING
REVOLVING LINE OF CREDIT
THIS AGREEMENT
is made effective August 14,
2006.
AMONG:
NORD RESOURCES CORPORATION
, a Delaware corporation, with an
office at 1 West Wetmore Road, Suite 203, Tucson, Arizona,
85705
(“ Nord ”)
AND:
RONALD HIRSCH, an adult individual residing in the county of
Orange, State of California
(“ Hirsch ”)
AND:
STEPHEN SEYMOUR, an adult individual residing in the county of
Baltimore , State of Maryland
(“ Seymour ”)
WHEREAS:
(A) On June 21, 2005, Nord
entered into a $600,000 revolving line of credit agreement (the
“ Credit Agreement ”) and Secured Promissory
Note (the “ Note ” and together with the Credit
Agreement, the “ Revolver ”) with Hirsch and
Seymour, that was amended on November 8, 2005 and May 5,
2006;
(B) Nord, Hirsch and Seymour wish
to amend the terms of the Revolver as described in this Agreement;
and
(C) Capitalized terms not
otherwise herein defined shall have the meaning ascribed to them in
the Revolver.
THIS AGREEMENT
WITNESSES that in
consideration of the premises and of the sum of $10 and other good
and valuable consideration now paid by each of the parties to the
others (the receipt and sufficiency of which are hereby
acknowledged by the parties), the parties covenant and agree
that;
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Revolving Line of
Credit
1. The Maturity Date is September
30, 2006, provided that if the maturity date of Nord’s
$4,900,000 loan facility with Nedbank is extended, Nord, Hirsch and
Seymour will negotiate a further amendment to this section in good
faith. All outstanding amounts owing under the Revolver will be
paid in cash on the Maturity Date of the Revolver, as so
extended.
2. To delete Section 4 of the
Credit Agreement in its entirety and replace it with the
following:
“4. SHARES AND WARRANTS. In consideration
of Lender’s extending the Credit Line to Borrower, Borrower
agrees to issue to Lender four shares of fully paid and
non-assessable common stock in the capital of the Borrower (the
“Shares” ) and four warrants (each a
“Warrant” ) for every One Dollar ($1.00) loaned
to Borrower in Advances. Each Warrant shall enable the Lender to
purchase one share of common stock in the capital of the Borrower
(each a “Warrant Share” ) for an exercise price
of twenty-five cents ($0.25) for three (3) years. The Shares and
Warrants owed to Lender for any particular Advance shall be issued
in the names of Hirsch and/or Seymour, in accordance with
Lender’s instructions, within ten (10) days of the Advance.
Lender agrees that the Shares, Warrants and Warrant Shares shall be
“restricted securities” as defined by the Rule 144
under the Securities Act of 1933 , as amended (the
“Securities Act” ). However, Borrower agrees
that if at any time from the date hereof until the earliest to
occur of (A) the date as of which all the Shares and Warrant Shares
(collectively, the “Registrable Shares” ) may be
sold by Lender without regard to the volume limitations set forth
in Rule 144(e) under the Securities Act, and (B) such date as of
which all the Registrable Shares held by Lender have been sold, and
there is not an effective registration statement covering all of
the Registrable Shares, Borrower shall determine to prepare and
file with the United States Securities and Exchange Commission a
registration statement relating to an offering for its own account
or the account of others under the Securities Act, of any of its
equity securities (other than on Form S-4 or Form S-8 under the
Securities Act, or their then equivalents, relating to equity
securities to be issued solely in connection with any acquisition
of any entity or business, or equity securities issuable in
connection with stock incentive or other employee benefit plans),
then Borrower shall send to each Lender written notice of such
determination and, if within fifteen days after receipt of such
notice, a Lender shall so request in writing, Borrower shall
include in such registration statement all or any part of the
Registrable Shares the Lender requests to be registered; provided
that the Borrower shall not be required to register any Registrable
Shares pursuant to this Section that are eligible for resale
pursuant to Rule 144(k) promulgated under the Securities
Act”;
Representations, Warranties
and Acknowledgements of Seymour and Hirsch
3. Each of Seymour and Hirsch
(each, an “Offeree” ) severally represents and
warrants to Nord as follows, and acknowledges that Nord is relying
upon such covenants, representations
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and warranties in connection with
the offer of shares of common stock in the capital of Nord (the
“Shares” ) to Seymour and Hirsch contemplated by
this Agreement:
(a)
The Offeree has such knowledge and experience in financ
