Debt and Credit Agreements

The Company has a multi-year revolving credit facility that is available for use throughout the world. The following table illustrates the amount outstanding under the multi-year revolving credit facility and available credit at December 31, 2015. The multi-year revolving credit facility is described in more detail below the table.



	Summary of Revolving Credit Facility
	December 31, 2015
(In thousands)	Facility Limit		Outstanding Balance		Outstanding Letters of Credit		Available Credit
Multi-year revolving credit facility (a U.S.-based program)	$	350,000	$	165,000	$	44,400	$	140,600

In March 2012, the Company entered into an Amended and Restated Five Year Credit Agreement (the "Initial Credit Agreement") providing for $525 million of borrowing capacity through a syndicate of 14 banks.

On September 12, 2013, the Company entered into Amendment No.1 ("Amendment No. 1") to the Initial Credit Agreement. In addition to certain administrative and conforming modifications, Amendment No. 1 replaced the total consolidated debt to total consolidated capital ratio debt covenant. On December 20, 2013, the Company entered into Amendment No. 2 ("Amendment No. 2") to the Initial Credit Agreement. Amendment No. 2 modified certain defined terms to reflect the impact of the Infrastructure Transaction.

On March 27, 2015, the Company entered into Amendment No. 3 ("Amendment No. 3") to the Initial Credit Agreement. Amendment No. 3 provided for (i) decreased borrowing capacity; (ii) contingent extension of the termination date; (iii) modified certain debt covenants; and (iv) modified certain defined terms. During the three months ended March 31, 2015, the Company expensed $0.6 million of fees associated with Amendment No. 3.

On December 2, 2015, the Company, entered into (i) an amendment and restatement agreement (the “Amendment Agreement”) and (ii) a second amended and restated credit agreement (the “Credit Agreement” and, together with the Amendment Agreement, the “Financing Agreements”). The Financing Agreements increased the Company's overall borrowing capacity from$500 million to $600 million by (i) amending and restating the Company’s existing credit agreement, (ii) establishing a term loan facility in an initial aggregate principal amount of $250 million, by converting a portion of the outstanding balance under the Initial Credit Agreement on a dollar-for-dollar basis (such facility, the “Term Loan Facility”) and (iii) reducing the revolving credit facility limit to $350 million (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Senior Secured Credit Facilities”).

Borrowings under the Senior Secured Credit Facilities bear interest at a rate per annum ranging from 87.5 to 200 basis points over the Base Rate or 187.5 to 300 basis points over the Adjusted LIBOR Rate (for borrowings in US dollars or Sterling) or the Adjusted EURIBOR Rate (for borrowing in Euro), each as defined in the Credit Agreement.

The Senior Secured Credit Facilities impose certain restrictions including, but not limited to, restrictions as to types and amounts of debt or liens that may be incurred by the Company; limitations on increases in dividend payments and limitations on certain acquisitions by the Company.

The Senior Secured Credit Facilities mature on June 2, 2019, provided that if the notes issued by the Company on May 15, 2008 have not been tendered, repurchased, redeemed, discharged or refinanced in full prior to February 13, 2018, the Senior Secured Credit Facilities become due on such date.

The Term Loan Facility requires scheduled quarterly payments, each equal to (i) with respect to quarterly payments made in 2016, 1.25% of the original principal amount of the loans under the Term Loan Facility made at closing and (ii) with respect to quarterly payments made in any year thereafter, 2.50% of the original principal amount of the loans under the Term Loan Facility made at closing. These payments are reduced by the application of any prepayments, and any remaining balance is due and payable at maturity. The Credit Agreement requires certain mandatory prepayments of outstanding loans under the Term Loan Facility, subject to certain exceptions, based on the net cash proceeds of certain asset sales and casualty and condemnation events, in some cases subject to reinvestment rights and certain other exceptions, and the net cash proceeds of any issuance of debt, excluding permitted debt issuances.

With respect to the Senior Secured Credit Facilities, the obligations of the Company are guaranteed by substantially all of the Company’s current and future wholly-owned domestic subsidiaries (the “Guarantors”). All obligations under the Senior Secured Credit Facilities, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the parent company’s assets and the assets of the Guarantors.

At December 31, 2015, the Company had $415.0 million of borrowings under the Senior Secured Credit Facilities consisting of $250.0 million under the Term Loan Facility and $165.0 million under the Revolving Credit Facility. At December 31, 2015, of this balance $380.5 million was classified as long-term debt, $22.0 million was classified as short-term borrowings and $12.5 million was classified as current maturities of long-term debt in the Consolidated Balance Sheets. At December 31, 2014, the Company had $98.5 million of borrowings under the Initial Credit Agreement and all such balances were classified as long-term debt in the Consolidated Balance Sheets. Classification of such balances is based on the Company's ability and intent to repay such amounts over the subsequent twelve months, as well as reflects the Company's ability and intent to borrow for a period longer than a year. To the extent the Company expects to repay any amounts within the subsequent twelve months, the amounts are classified as short-term borrowings or current maturities of long-term debt.

Short-term borrowings amounted to $30.2 million and $16.7 million at December 31, 2015 and 2014, respectively. At December 31, 2015, Short-term borrowings consist primarily of $22.0 million of Revolving Credit Facility borrowings and bank overdrafts and at December 31, 2014, such borrowings consist primarily of bank overdrafts. The weighted-average interest rate for short-term borrowings at December 31, 2015 and 2014 was 4.3% and 11.7%, respectively.



	Long-Term Debt
(In thousands)	December 31 2015			December 31 2014
5.75% notes due May 15, 2018	$	449,005		$	448,626
Senior Secured Credit Facilities:
Term Loan Facility	250,000			—
Revolving Credit Facility (long-term portion)	143,000			—
2.7% Notes due October 15, 2015	—			249,733
Other financing payable (including capital leases) in varying amounts due principally through 2017 with a weighted-average interest rate of 5.6% and 4.0% at December 31, 2015 and 2014, respectively	38,830			156,538
Total debt	880,835			854,897
Less: current maturities	(25,084		)	(25,188		)
Total long-term debt	$	855,751		$	829,709

The maturities of long-term debt for the four years following December 31, 2016 are as follows:



(In thousands)
2017	$	45,294
2018	479,012
2019	331,225
2020	189

Cash payments for interest on all debt were $44.4 million, $44.2 million and $50.1 million in 2015, 2014 and 2013, respectively.

The Credit Agreement contains a consolidated net debt to consolidated EBITDA ratio covenant, which is not to exceed 4.0 to 1.0, and a minimum consolidated EBITDA to consolidated interest charges ratio covenant, which is not to be less than 3.0 to 1.0. The consolidated net debt to consolidated EBITDA ratio covenant is reduced to 3.75 to 1.0 after December 31, 2016 and to 3.5 to 1.0 after June 30, 2017. The Company’s 5.75% notes include covenants that require the Company to offer to repurchase the notes at 101% of par in the event of a change of control of the Company or disposition of substantially all of the Company’s assets in combination with a downgrade in the Company’s credit rating to non-investment grade. At December 31, 2015, the Company was in compliance with these and all other covenants.

Additionally, upon the completion of the potential separation of the Harsco Metals & Minerals Segment, the Company would be required to repay the Term Loan Facility and the consolidated net debt to consolidated EBITDA ratio would be reduced to 3.0 to 1.0 for the Credit Agreement.