Attached files
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| EX-10.1 - THREE-YEAR CREDIT AGREEMENT - HARSCO CORP | exhibit10-1_16668.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) December 17, 2009
HARSCO
CORPORATION
(Exact
name of registrant as specified in its charter)
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DE
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1-3970
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23-1483991
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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350
Poplar Church Road, Camp Hill PA
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17011
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: 717-763-7064
________________________________________________________________________________
(Former
name or former address, if changed since last report)
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Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.02
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Termination
of a Material Definitive Agreement.
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On
December 17, 2009, Harsco Corporation (the “Company”) terminated its $450
million Five-Year Credit Agreement, dated as of November 23, 2005 (as amended,
modified, extended or restated from time to time, the “Five-Year Credit
Agreement”), among the Company, the lenders named therein and JPMorgan Chase
Bank, N.A., as administrative agent for the lender.
There
were no borrowings outstanding under this facility at the time of termination
and there were no cancellation fees associated with the
termination.
The
facility, which was set to expire in December 2010, was replaced by the
Company’s new $570 million credit facility with Citibank, N.A., as
administrative agent, and a syndicate of 21 other banks, entered into on
December 17, 2009. Further disclosure regarding this new credit
facility is set forth below.
From time
to time, JPMorgan Chase Bank, Citibank, N.A. and certain of the lenders, or
their affiliates, provide customary commercial and investment banking services
to the Company.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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On
December 17, 2009, the Company, Citibank, N.A., as administrative agent, and a
syndicate of 21 other banks entered into a Three-Year Credit Agreement (the
“Credit Facility”), that enables the Company to borrow up to $570
million. The Company may borrow, repay and re-borrow funds up to the
facility limit, and all advances outstanding under the facility on the
termination date of December 17, 2012 will be payable on that
date. The Credit Facility contains usual and customary affirmative
and negative covenants and customary events of default that would permit the
lenders to accelerate the loans if not cured within applicable grace periods,
including the failure to make timely payments under the credit facility, the
failure to satisfy covenants and specified events of bankruptcy, and
insolvency. Borrowings under this facility are available in most
major currencies with active markets at interest rates based upon LIBOR plus a
margin.
The
Credit Facility replaces two other credit facilities, a 364-day $220 million
facility which expired in November 2009 and the $450 million facility which was
terminated as described above under Item 1.02, and serves as a back-up to the
Company’s commercial paper programs and provides the Company with additional
financial flexibility to meet ongoing operational requirements and pursue its
growth strategies.
The
foregoing description of the credit facility does not purport to be complete and
is qualified in its entirety by reference to the full text, which is attached
hereto as Exhibit 10.1 and by reference to the description of the Company’s debt
and credit agreements contained in the Company’s Form 10-K for the year ended
December 31, 2008, and Form 10-Q for the period ended September 30,
2009.
From time
to time, Citibank, N.A and certain of the lenders, or their affiliates, provide
customary commercial and investment banking services to the
Company.
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Item
9.01.
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Financial
Statements and Exhibits
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(d) Exhibits.
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Exhibit
10.1.
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Three
Year Credit Agreement Dated as of December 17,
2009
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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HARSCO
CORPORATION
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December
23, 2009
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(Registrant)
/s/
Mark E. Kimmel
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(Date)
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Mark
E. Kimmel
Senior Vice
President,
Chief Administrative
Officer,
General Counsel
and
Corporate
Secretary
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Exhibit
Index
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Exhibit
10.1.
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Three
Year Credit Agreement Dated as of December 17, 2009
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