<PAGE>
EXHIBIT 10.12
NORD RESOURCES CORPORATION
P.O. BOX 384, OREGON, AZ 85809
TEL: (520) 586-2241 FAX: (520) 586-7020
February 20, 2004
Mr. Jeff Carr
Cognis Corporation
5051 East Creek Drive
Cincinatti, OH
46232
BY FAX: (513) 482-5502
Dear Mr. Carr:
I am sending this letter to confirm the acceptance by Cognis
Corporation
("Cognis") of the issuance of 28,508 common shares of Nord
Resources Corporation
("Nord") as full and final satisfaction of Nord's current debt to
Cognis. One
share of Nord's common stock will be issued for each one dollar of
debt. The
share certificate will be issued to "Cognis Corporation").
Please indicate the acceptance of this offer by signing below. You
may return
the signed letter to me by fax at (520) 219-1877.
All of us at Nord wish to thank both you and Cognis for your
acceptance of our
offer. This is an important step in our continuing efforts to
reorganize Nord
and we look forward to a "normal" business relationship with Cognis
in the
future.
Yours sincerely,
/s/ Erland A. Anderson
-------------------------------------
Erland A. Anderson
President & COO
Accepted:
COGNIS CORPORATION
By: /s/ Michael W. Emery
---------------------------------
Name: Michael W. Emery
Title: Director, Accounting Operations
Date: May 24, 2004
<PAGE>
NORD RESOURCES CORPORATION
DEBT CONVERSION AGREEMENT
THIS DEBT CONVERSION AGREEMENT (the "Agreement") is entered into
and made
effective as of the 24th day of May, 2004 (the "Effective Date"),
by and BETWEEN
COGNIS CORPORATION, a corporation organized and existing under the
laws of the
State of Delaware (the "Investor"), and NORD RESOURCES CORPORATION,
a
corporation organized and existing under the laws of the State of
Delaware (the
"Company").
RECITALS
WHEREAS, the Company has incurred indebtedness to the Investor in
the stated
aggregate amount of Twenty Eight Thousand Five Hundred and Six
Dollars
($28,506.00) (the "Debt"); and
WHEREAS, the Company has requested, and the Investor has agreed, to
accept
shares of common stock from the Company in settlement and full
satisfaction of
the Debt, subject to the terms and conditions set forth in this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, and the
mutual
promises and covenants contained in this Agreement, and for other
good and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties, intending to be legally bound, hereby
agree as
follows:
1. Company Obligations. Promptly upon the execution of this
Agreement, the
Company shall issue to the Investor a stock certificate evidencing
the
Investor's ownership of twenty eight thousand five hundred and six
(28,506)
shares of its capital common stock (the "Repayment Shares"), at an
effective
purchase price of One Dollar ($1.00) per Repayment Share. The
parties have
further agreed that, in the event any shares of common stock are
sold by the
Company to an investor in any similar debt conversion transaction
for less than
the price of One Dollar ($1.00) per share within twelve (12) months
from the
Effective Date, then the price of the Repayment Shares shall be
adjusted to
reflect the lower purchase price through the issuance of additional
Repayment
Shares to the Investor.
2. Investor Obligation. In consideration and payment in full for'
the issuance
and delivery of the Repayment Shares to the Investor in accordance
with the
provisions of Section 1 above, the Investor hereby agrees to
release and
discharge the Company and its respective successors and assigns
from any and all
further liability in respect of the Debt, except for the Company's
performance
as expressly required under this Agreement.
3. Legends on Stock Certificates. Each certificate representing
Repayment Shares
shall contain the following legends on the reverse of such
certificate:
THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY
STATE SECURITIES DEPARTMENT, IN RELIANCE UPON
<PAGE>
-2-
THE
EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT
AND
REGULATION D THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY
WAS
NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW
FOR
DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY
OR ANY
INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE
ACT OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT
IS
UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST
THEREIN, WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT THE
PROPOSED
TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE
COMPANY
IN
ORIGINALLY DISTRIBUTING THIS SECURITY.
THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE OHIO SECURITIES
DIVISION
UNDER THE OHIO SECURITIES ACT, OR ANY OTHER LAW, AND MAY NOT BE
RESOLD TO
ANY
PERSON UNLESS AND UNTIL SUCH REGISTRA NON HAS OCCURRED OR PURSUANT
TO
AN
EXEMPTION FROM REGISTRATION PERMITTED BY THE APPLICABLE SECURITIES
LAWS
AND
REGULATIONS OF THE STATE OF OHIO.
4. Investor Representations. The Investor
