Attached files
| file | filename |
|---|---|
| EX-12 - COMPUTATION OF EARNINGS - HARSCO CORP | exh12_16744.htm |
| EX-32 - EXECUTIVE OFFICER CERTIFICATIONS - HARSCO CORP | exh32_16744.htm |
| EX-21 - SUBSIDIARIES OF THE REGISTRANT - HARSCO CORP | exh21_16744.htm |
| EX-23 - ACCOUNTANTS CONSENT - HARSCO CORP | exh23_16744.htm |
| EX-31.(B) - EXECUTIVE OFFICER CERTIFICATION - HARSCO CORP | exh31b_16744.htm |
| 10-K - HARSCO CORPORATION - HARSCO CORP | form-10k_16744.htm |
| EX-31.(A) - EXECUTIVE OFFICER CERTIFICATION - HARSCO CORP | exh31a_16744.htm |
EXHIBIT 10(a) (x)
THIS AMENDING AGREEMENT is
made the tenth day of December 2009
BETWEEN
|
(1)
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HARSCO FINANCE B.V. (a
company incorporated in The Netherlands) and HARSCO INVESTMENT LIMITED
(registered number 03985379) (each a “Borrower” and
together the “Borrowers”);
|
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(2)
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HARSCO CORPORATION (a
corporation incorporated in the State of Delaware) (the “Guarantor”);
and
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(3)
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THE ROYAL BANK OF SCOTLAND
plc acting as agent for NATIONAL WESTMINSTER
BANK Plc
(the “Lender”)
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WHEREAS
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(A)
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The
Lender, the Borrowers and the Guarantor entered into a US$50,000,000
(subsequently reduced to US$30,000,000) credit facility dated 15 December
2000, as amended by side letters dated 19 December 2001, 6 March 2003, 19
December 2003, 17 December 2004, 12 December 2005, 8 December 2006, 31
January 2008, 8 December 2008 and 22 December 2008 (the “Facility Agreement”);
and
|
(B) The
Lender, the Borrowers and the Guarantor have agreed to make certain amendments
to the Facility Agreement.
NOW IT IS AGREED as
follows:
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AMENDMENTS
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With
effect from the Effective Date the following amendments shall be made to the
Facility Agreement:
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1.1
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In
the definition of “Final
Maturity Date” in Clause 1.1 of the Facility Agreement sub clause
(a) shall be deleted in its entirety and replaced
with:
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(a)
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in
relation to a Revolving Loan not converted into a Term Loan pursuant to
Clause 7.2 (Term-Out), 10 December 2010 or, if extended in accordance with
Clause 7.3 (Extension), the date provided for in Clause 7.3 (Extension);
or
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1.2
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Clause
7.2(b)(i) of the Facility Agreement shall be deleted in its entirety and
replaced with:
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(i)
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the
date to which the Final Maturity Date for each Term Loan converted from a
Revolving Loan is to be extended, which date shall be no later than 9
December 2011;
|
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1.3
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Clause
7.2(b)(iv) of the Facility Agreement shall be deleted in its entirety and
replaced with:
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(iv)
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the
Final Maturity Date for any further Term Loan requested, which date shall
be no later than 9 December 2011.
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1.4
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Clause 12.1(a) of the
Facility Agreement shall be deleted in its entirety and replaced
with:
|
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(a)
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The
Guarantor shall pay to the Lender a commitment fee in Dollars computed at
the rate of 0.600 per cent. per annum on the Available Commitment from day
to day during the Availability
Period.
|
|
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EFFECTIVE
DATE
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The
Effective Date shall be the date the Lender confirms it has received, in form
and substance satisfactory to it:
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2.1
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a
copy, certified a true and up to date copy by the Secretary of Harsco
Investment Limited of a resolution of its board of directors approving the
execution and delivery of this Amending Agreement and the
|
|
|
performance
of the obligations hereunder and authorising a person or persons
(specified by name) on behalf of it to sign and deliver this Amending
Agreement and any other documents to be delivered by it pursuant hereto
and to give all notices which may be required to be given on its
behalf hereunder;
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2.2
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a
legal opinion of the General Counsel and Secretary of the Guarantor in a
form acceptable to the Lender;
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2.3
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a
legal opinion from the in house legal advisers to Harsco Finance B.V. in
the Netherlands in a form acceptable to the
Lender;
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2.4
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a
copy of this Amending Agreement signed by the Borrowers and the
Guarantor.
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3.
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FEES
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The
Guarantor must pay to the Lender a fee of US$67,500.
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4.
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REPRESENTATIONS
AND WARRANTIES
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The
Repeating Representations and Warranties set out in Clause 19.20 of the Facility
Agreement shall be deemed repeated by the Borrowers and the Guarantor on the
date of this Amending Agreement with reference to the facts and circumstances
then existing.
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5.
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MISCELLANEOUS
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5.1
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All
capitalised terms not otherwise defined herein shall have the meaning
ascribed to them in the Facility
Agreement.
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5.2
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All
other terms and conditions of the Facility Agreement remain the
same.
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5.3
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This
Amending Agreement shall be governed by and construed in accordance with
the laws of England and the parties hereto submit to the jurisdiction of
the English courts.
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5.4
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This
Amending Agreement is a Finance
Document.
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SIGNED
FOR AND ON BEHALF OF:
THE
LENDER
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By:
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Ray
Kinghorn
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Address:
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135
Bishopsgate, London EC2M 3UR
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Attention:
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Ray
Kinghorn
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HARSCO
FINANCE B.V.
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By:
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M.H.
Cubitt, Director
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Address:
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Wenckebachstraat
1
1951
JZ Velsen-Noord, Postbus 83
1970
AB Ijmudien
Netherlands
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Attention:
HARSCO
INVESTMENT LIMITED
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By:
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M.H.
Cubitt, Director
|
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Address:
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Harsco
House
Regent
Park, 299 Kingston Road
Leatherhead,
Surrey KT22 7SG
England
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Attention:
HARSCO
CORPORATION
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By:
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Richard
M. Wagner, Vice President &
Controller
|
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Address:
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350
Poplar Church Road
Camp Hill, PA 17011
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Attention: