EXHIBIT 10(a)(iv)
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THIS AMENDING AGREEMENT is made the 19th day of December 2003
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 WESTMINISTER
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 a side letter dated
19 December 2001 and 6 March 2003, (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), 12 December 2004 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) 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 12
December 2005;
1.3 Clause 7.2(b)(iv) 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 12 December 2005.
1.4 Clause 19.11 shall be deleted in its entirety and replaced with:
The report on Form 10-K for the period ending December 31, 2002, and the Report
on Form 10-Q for the period ending September 30, 2003, filed by the Guarantor
with the U. S. Securities and Exchange Commission are the most current 10-K and
10-Q financial statements, and fairly represent in all material respects the
Guarantor's financial position at those dates.
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 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 our 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: /s/ Xxxxxxx Xxxxxx
Address: 000 Xxxxxxxxxxx Xxxxxx
Attention:
HARSCO FINANCE B.V.
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
Address: Wenckebachstraat 1, 1951 JZ Xxxxxx-Xxxxx
Xxxxxxx 00, 0000 XX Xxxxxxxx, Xxxxxxxxxxx
Attention: Financial Manager
HARSCO INVESTMENT LIMITED
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
Address: Xxxxxx Xxxxx, Xxxxxx Xxxx, 000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx XX00 0XX
Attention: M. R. G. Hoad
HARSCO CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
Address: 350 Poplar Church Road, P.O. Box 8888
Camp Hill, Pennsylvania 17011, USA
Attention: X. X. Xxxxx
