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EXHIBIT 4.14
REVOLVING LINE OF CREDIT AGREEMENT
This Revolving Line of Credit Agreement (the "Agreement") is made
and entered
into on this 21st day of June 2005, by and between Ronald A. Hirsch
and Stephen
Seymour (individually, "Hirsch" or "Seymour" and collectively,
"Lender"), and
Nord Resources Corporation, a Delaware corporation ("Borrower").
In
consideration of the mutual covenants and agreements contained
herein, the
parties agree as follows:
1. LINE OF CREDIT. Lender hereby establishes for a period extending
to December
31, 2005 (the "Maturity Date ") a revolving line of credit (the
"Credit Line")
for Borrower in the principal amount of Six Hundred Thousand
Dollars
($600,000.00) (the "Credit Limit"). In connection herewith, (i)
Borrower shall
execute and deliver to Lender a secured promissory note (the
"Secured Promissory
Note") in the amount of the Credit Limit and in form and content
satisfactory to
Lender, and (ii) the parties shall execute a Security Agreement
(the "Security
Agreement"). All sums advanced on the Credit Line or pursuant to
the terms of
this Agreement (each an "Advance") shall become part of the
principal of said
Secured Promissory Note.
2. ADVANCES. Any request for an Advance may be made from time to
time and in
such amounts as Borrower may choose; provided, however, any
requested Advance
will not, when added to the outstanding principal balance of all
previous
Advances, exceed the Credit Limit. Requests for Advances may be
made orally or
in writing by such officer of Borrower authorized by it to request
such
Advances. Until such time as Lender may be notified otherwise,
Borrower hereby
authorizes its president to request Advances. Lender may deposit or
credit the
amount of any requested Advance to Borrower's checking account with
Lender. In
Lender's sole discretion, Lender may refuse to make any requested
Advance for
any reason or no reason at all. The funds from the Advances will be
used by the
Borrower for operating expenses in connection with the operations
of the
Borrower.
3. INTEREST. All sums advanced pursuant to this Agreement shall
bear interest
from the date each Advance is made until paid in full at the rate
of six percent
(6%) per annum, simple interest (the "Effective Rate"). The entire
unpaid
principal balance, together with any accrued interest and other
unpaid charges
or fees hereunder, shall be due and payable on the Maturity Date.
All payments
shall be made to Lender at such place as Lender may, from time to
time,
designate. All payments received hereunder shall be applied, first,
to any costs
or expenses incurred by Lender in collecting such payment or to any
other unpaid
charges or expenses due hereunder; second, to accrued interest; and
third, to
principal. Borrower may prepay principal at any time without
penalty.
4. SHARES AND WARRANTS. In consideration of Lender's extending the
Credit Line
to Borrower, Borrower agrees to issue to Lender four shares of
Lender's common
stock (the "Shares") and four warrants (the "Warrants," each such
warrant a
"Warrant") for every One Dollar ($1.00) loaned to Borrower in
Advances. Each
Warrant shall enable the Borrower to purchase one share of Lender's
common stock
for an exercise price of twenty-five cents ($0.25) for three (3)
years. The
Shares and
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Warrants owed to Borrower for any particular Advance shall be
issued in the
names of Hirsch and/or Seymour, in accordance to Borrower's
instructions, within
ten (10) days of the Advance. Lender agrees that the Shares and
Warrants shall
be "restricted securities" as defined by SEC Rule 144; however,
Borrower agrees
to register for sale the Shares and the shares of common stock
underlying the
Warrants on any registration statement that Borrower files during
the next ten
(10) years with the Securities and Exchange Commission, except for
any
registration statement
