EXHIBIT 4.12
NORD RESOURCES CORPORATION
3048 N. Seven Dash Road
X.X. Xxx 000
Xxxxxxx, Xxxxxxx 00000
Dated as of: November 8, 2004
Regiment Capital III, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Amendment No. 1 to Post Closing Letter
Ladies and Gentlemen:
We refer to that certain post-closing letter, dated October 19, 2004 (the
"Post-Closing Letter"), by Nord Resources Corporation, a Delaware corporation
(the "Borrower") and Regiment Capital III, L.P., a Delaware limited partnership
(the "Lender") delivered in connection with that certain Promissory Note, dated
October 19, 2004 (as amended, the "Note").
Terms used in this Amendment No. 1 to the Post-Closing Letter (this
"Amendment") which are not defined herein, but which are defined in the Note,
shall have the same respective meanings herein as therein.
We have requested you to make certain amendments to the Post-Closing
Letter. You have advised us that you are prepared and would be pleased to make
the amendments so requested by us on the condition that we join with you in this
Amendment.
Accordingly, in consideration of these premises, the promises, mutual
covenants and agreements contained in this Amendment, and for other good and
valuable consideration, the receipt and sufficiency of all of which are hereby
acknowledged, the parties hereto, fully intending to be legally bound by this
Amendment, agree as follows:
1. Effective as of November 18, 2004 (the "First Amendment Date"), the
Post-Closing Letter is amended as follows:
(a) Paragraph 3 is hereby deleted and replaced in its entirety as
follows:
"Within ninety (90) days of the date hereof, the Borrower shall
deliver to the Lender a deposit account control agreement for the
Borrower's securities account held with X.X. Xxxxxxx; provided,
however, that if as of such date there are no securities held in
such account, and no purchases
of securities have been made from or through such account within
sixty (60) days prior to such date, then the X.X. Xxxxxxx account
may be closed and no Blocked Account Agreement shall be required
with respect thereto."
2. This Amendment has been duly executed and delivered to the Lender by the
Borrower and is in full force and effect as of the date hereof, and the
agreements and obligations of the Borrower contained herein constitute
legal, valid and binding obligations of the Borrower enforceable against
the Borrower in accordance with their respective terms.
3. This Amendment may be executed in any number of counterparts, each of
which when executed and delivered shall be deemed an original, but all of
which together shall constitute one instrument. In making proof of this
Amendment, it shall not be necessary to produce or account for more than
one counterpart thereof signed by each of the parties hereto. Except to the
extent specifically amended and supplemented hereby, all of the terms,
conditions and the provisions of the Post-Closing Letter shall remain
unmodified.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of the Amendment and return such
counterpart to the undersigned, whereupon this Amendment, as so accepted by you,
shall become a binding agreement between you and the undersigned.
Very truly yours,
NORD RESOURCES CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxx
President
The foregoing Amendment is hereby accepted by the undersigned as of November 8,
2004.
REGIMENT CAPITAL III, L.P.
By: REGIMENT CAPITAL MANAGEMENT, LLC, as its General Partner
By: REGIMENT CAPITAL ADVISORS, LLC, as its Manager
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Vice President
