AMENDMENT NO. 1 TO
STOCK PURCHASE AND SALE AGREEMENT
DATED
APRIL 15, 1996
This Amendment No. 1 is made as of this 25th day of November, 1996 by
and between MIL (Investments) S.A., a Luxembourg corporation ("MIL"), and Nord
Resources Corporation, a Delaware corporation ("Nord"), as parties to that
certain Stock Purchase and Sale Agreement dated April 15, 1996 (the "April
Agreement"). All capitalized terms used herein, unless specifically defined
herein, shall have the respective meanings ascribed to them in the April
Agreement.
W I T N E S S E T H:
WHEREAS, MIL and Nord have entered into a Stock Purchase and Sale
Agreement dated October 16, 1996 (the "October Agreement"), pursuant to which
MIL agreed to purchase an additional 2,000,000 shares of common stock, $.01 par
value, of Nord ("NRC Shares") for an aggregate purchase price of $10,000,000;
and
WHEREAS, in connection with the October Agreement, and in partial
consideration therefor, the Board of Directors of Nord resolved on October 23,
1996 to make certain changes to the size of the Board of Directors of Nord and
authorized the foreshortening of the period during which MIL is obligated under
the April Agreement to vote all of the NRC Shares it owns and may own in the
future for the nominees designated by the Board of Directors of Nord for the
Board from the year 2000 to 1999; and
WHEREAS, MIL and Nord now wish to amend the April Agreement to provide
for the above-referenced changes in the size of the Board of Directors of Nord
and the restrictions on the NRC Shares owned by MIL;
NOW, THEREFORE, in consideration of the covenants herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, MIL and Nord hereby agree as follows:
1. The first full sentence of Section 3 of the April Agreement is
hereby amended and replaced in its entirety as follows:
"In connection with the resignation of Xxxx X. Xxxxxxx as a
director of Nord effective as of November 25, 1996, the Board
of Directors of Nord shall be reduced from eight (8) to seven
(7) members, effective as of November 25, 1996. MIL shall
continue to have the right to designate three (3) individuals
to serve as Investor's Nominees to the Board of Directors."
2. The fifth full sentence of Section 3 of the April Agreement is
hereby amended by deleting the reference therein to "eight (8)" and by
replacing such reference with the phrase "seven (7)".
3. The sixth full sentence of Section 3 of the April Agreement is
hereby amended to read in its entirety as follows:
"Investor covenants and agrees to vote all of the NRC Shares
it owns and may own in the future for the nominees designated
by the Board of Directors (excluding the Investor's Nominees)
for the Board of Directors through and including the annual
meeting of stockholders to be held in the year 1999."
4. Except as expressly provided herein, the April Agreement, amended
by this Amendment No. 1, is hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No.
1 as of the date first above written.
MIL (INVESTMENTS) S.A.
By: /s/ E. Van de Kelft
-------------------------------
Name: Xxxxxx Van de Kelft
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Director
NORD RESOURCES CORPORATION
/s/ Xxxxx X. Cruft
-----------------------------------
Name: Xx. Xxxxx X. Cruft
Title: Chairman
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