EX-10.1 2 exh10-1_15715.htm AMENDING AGREEMENT TO THE CREDIT FACILITY WWW.EXFILE.COM, INC. -- 888-775-4789 -- HARSCO CORP. -- EXHIBIT 10.1 TO FORM 8-K
 
EXHIBIT 10.1

THIS AMENDING AGREEMENT is made the 31st day of January 2008
BETWEEN

(1)
HARSCO FINANCE B.V. (a company incorporated in The Netherlands) and HARSCO INVESTMENT LIMITED (registered number 03985379) (each a "Borrower" and together the "Borrowers");

(2)
HARSCO CORPORATION (a corporation incorporated in the State of Delaware) (the "Guarantor"); and

(3)
THE ROYAL BANK OF SCOTLAND plc acting as agent for NATIONAL WESTMINSTER BANK Plc (the "Lender")


WHEREAS

(A)  
The Lender, the Borrowers and the Guarantor entered into a US$50,000,000 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 and 8 December 2006 (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:

1
AMENDMENTS

With effect from the Effective Date the following amendments shall be made to the Facility Agreement:

1.1           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:

(a)  
in relation to a Revolving Loan not converted into a Term Loan pursuant to Clause 7.2 (Term-Out), 10 December 2008 or, if extended in accordance with Clause 7.3 (Extension), the date provided for in Clause 7.3 (Extension); or

1.2           Clause 7.2(b)(i) of the Facility Agreement shall be deleted in its entirety and replaced with:

(i)
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 10 December 2009;

1.3           Clause 7.2(b)(iv) of the Facility Agreement shall be deleted in its entirety and replaced with:

(iv)
the Final Maturity Date for any further Term Loan requested, which date shall be no later than 10 December 2009.

2.
EFFECTIVE DATE

The Effective Date shall be the date the Lender confirms it has received, in form and substance satisfactory to it:

2.1  
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;

2.2  
a legal opinion of the General Counsel and Secretary of the Guarantor in a form acceptable to the Lender;

 
 

 
2.3  
a copy of this Amending Agreement signed by the Borrowers and the Guarantor.

3. 
FEES

The Guarantor must pay to the Lender a fee of US$35,000.

4.  
REPRESENTATIONS AND WARRANTIES

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.

5.
MISCELLANEOUS

5.1           All capitalised terms not otherwise defined herein shall have the meaning ascribed to them in the Facility Agreement.

5.2           All other terms and conditions of the Facility Agreement remain the same.

5.3           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.


SIGNED FOR AND ON BEHALF OF:-

THE LENDER

By: John Baini

Address:

Attention:

HARSCO FINANCE B.V.

By:                  Mark E. Kimmel                                                                Salvatore D. Fazzolari

:

HARSCO INVESTMENT LIMITED

By:                  G.D.H. Butler                                                                    Salvatore D. Fazzolari


HARSCO CORPORATION

By:                  Mark E. Kimmel