EXHIBIT 4.10
October 19, 2004
Regiment Capital III, L.P.
c/o Regiment Capital Advisors, LLC
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Re: $2,750,000 Bridge Loan
Ladies and Gentlemen:
Reference is made to that certain bridge loan in the aggregate principal
amount of $2,750,000 to Nord Resources Corporation (the "Borrower") represented
by that certain promissory note (as amended, supplemented, refinanced or
otherwise modified from time to time, the "Note"), dated the date hereof made by
the Borrower in favor of Regiment Capital III, L.P. (the "Lender"). Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the Note.
It is a condition precedent to the obligation of the Lender to make the
loan described in the Note that certain items be delivered to the Lender,
certain of which items have not been so delivered.
In order to facilitate the closing of the Loan within the time constraints
requested by the Borrower, the Lender has agreed that certain closing
requirements may be waived in whole or in part, as conditions to the initial
disbursement under said financing arrangement. In consideration thereof, the
Borrower has agreed to satisfy each of the following items set forth below
within the corresponding time period set forth below, each to be in form and
substance reasonably satisfactory to the Lender:
1. Within forty-five (45) days of the date hereof, the Borrower shall
deliver to the Lender, among other things, (i) a first mortgage lien encumbering
the so-called Xxxxxxx Camp Mine (the "Property"), (ii) an assignment of all
related leases, rents, deposits, letters of credit, income and profits, and
(iii) an assignment of all other contracts, agreements and personal property
relating to the Property, all upon terms acceptable to Lender in its sole and
absolute discretion. Prior to the date that the items in this paragraph 1 are
due, Lender will conduct customary due diligence with respect to the Property,
tenants, Borrower and any guarantor. Such due diligence will include receipt of
title insurance, survey and third party reports including an MAI appraisal (in
accordance with FIRREA standards) and environmental and engineering reports.
2. Within thirty (30) days of the date hereof, the Borrower shall deliver
to the Lender a deposit account control agreement for the Borrower's accounts
held with Compass Bank.
3. Within thirty (30) days of the date hereof, the Borrower shall deliver
to the Lender a deposit account control agreement for the Borrower's account
held with X.X. Xxxxxxx.
4. Within seven (7) days of the date hereof, the Borrower shall deliver a
Long Form Certificate of Good Standing issued by the Secretary of State of the
State of Delaware. Within thirty (30) days of the date hereof, the Borrower
shall deliver a Certificate of Good Standing or similar certificate issued by
the Secretary of State of the State of New Mexico with respect to the Borrower.
5. Within thirty (30) days of the date hereof, the Borrower shall deliver
to the Lender all applicable Landlord Consent and Estoppel Certificate(s).
6. Within sixty (60) days of the date hereof, the Borrower shall deliver to
the Lender audited financial statements for fiscal year 2003 prepared in
accordance with the requirements therefore required under the Note.
7. Within thirty (30) days of the date hereof, the Borrower shall deliver
to the Lender an upstream guaranty and a joinder to the Security Agreement from
Cochise Aggregates & Materials, Inc.
8. Within thirty (30) days of the date hereof, the Borrower shall deliver
to the Lender certificates evidencing its ownership of 5,097,561 shares of the
capital stock of Allied Gold Limited and 1 Class B share of capital stock of SRL
Acquisition No. 1 Limited. The Borrower hereby represents and warrants to the
Lender that the share amounts provided in this paragraph 8 represent the total
number of shares of capital stock owned by the Borrower with respect to Allied
Gold Limited and SRL Acquisition No. 1 Limited.
The Borrower acknowledges and agrees that its failure (a) to satisfy any of
the requirements set forth above within the time constraints set forth above
with respect to such requirements or (b) to comply with any of the other terms
or provisions of this letter agreement, shall constitute a Default (as defined
in the Note) giving rise to all rights and remedies permitted to the Lender
under the Note.
This agreement shall be governed by, and shall be construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts. No waiver,
modification or amendment of any provision of this agreement shall be effective
unless specifically made in writing and duly signed by the party to be bound
thereby.
Except as expressly provided herein, this agreement shall not act as a
waiver or excuse of performance of any obligations contained in the Note.
[Signature page follows]
Very truly yours,
NORD RESOURCES CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: President
AGREED AND ACCEPTED THIS
19th day of October, 2004
REGIMENT CAPITAL III, L.P.
By: Regiment Capital Management, LLC
as its General Partner
By: Regiment Capital Advisors, LLC
its Manager and pursuant to
delegated authority
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx
President
