EXHIBIT 10(b)
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HARSCO FINANCE B.V.
Issuer
HARSCO CORPORATION
Guarantor
ING BELGIUM SA/NV
Dealer
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DEALER AGREEMENT
SEPTEMBER 24, 2003
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PROGRAMME OF EUR 100,000,000
DEMATERIALISED TREASURY NOTES
DEALER AGREEMENT
Dated as of September ____, 2003
BETWEEN
(a) Harsco Finance B.V., a limited company validly existing under Dutch Law,
having its registered office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ Noord,
The Netherlands, represented by Mr
.........................................., acting in his capacity of
.......................................... and Mr
.........................................., acting in his capacity of
.......................................... (the "ISSUER");
and
(b) HARSCO Corporation, a company validly existing under Delaware law, having
its registered office at c/o Corporation Trust Company, Corporation Trust
Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇., represented
by Mr .........................................., acting in his capacity of
.......................................... and Mr
.........................................., acting in his capacity of
.......................................... (the "GUARANTOR");
ON THE ONE HAND,
AND
(c) ING Belgium SA/NV, a credit institution validly existing under the laws of
the Kingdom of Belgium, having its registered office at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, registered with the Commercial Register of
Brussels under nr. 77.186, represented by ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, acting in
his capacity of Vice-President and ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, acting in his
capacity of Head of Securities Transaction Management (the "ARRANGER" or
the "DEALER");
ON THE OTHER HAND,
FOR THE PURPOSE OF THIS DEALER AGREEMENT, ALL CAPITALISED TERMS USED HEREIN
SHALL, UNLESS DEFINED OR SPECIFIED OTHERWISE OR WHERE THE CONTEXT REQUIRES
OTHERWISE, HAVE THE RESPECTIVE MEANINGS GIVEN THERETO IN THE INFORMATION
MEMORANDUM RELATED TO THE EUR 100,000,000 PROGRAMME FOR THE ISSUE OF
DEMATERIALISED TREASURY NOTES BY THE ISSUER DATED SEPTEMBER ......., 2003 (THE
"PROGRAMME") (THE "INFORMATION MEMORANDUM").
WHEREAS,
The Issuer, pursuant to a decision of its Board of Directors dated July 24,
2003, has established the EUR 100,000,000 Programme for the issue of Treasury
Notes denominated in Euro or in any other Foreign Currency, subject to the Terms
and Conditions of the Treasury Notes and according to the Law of July 22, 1991,
as amended from time to time and the Royal Decree of October 14, 1991, as
amended from time to time;
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WHEREAS,
the Issuer has appointed ING Belgium SA/NV, which has accepted, to act as
Domiciliary Agent pursuant to the Domiciliary Agency Agreement dated September
...... , 2003;
WHEREAS,
the Treasury Notes will be unconditionally and irrevocably guaranteed by Harsco
Corporation as to all payments due under the Programme, pursuant to a guarantee
signed on September ....., 2003 (the "GUARANTEE");
WHEREAS,
the Issuer, the Domiciliary Agent and BNB/NBB will execute the Clearing
Agreement in relation to the clearing of the Treasury Notes to be issued by the
Issuer;
THE PARTIES HERETO AGREE AS FOLLOWS:
1. APPOINTMENT OF THE ARRANGER
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The Issuer hereby appoints ING Belgium SA/NV as arranger of the Programme.
The Arranger will be responsible for the preparation of this Agreement and the
Domiciliary Agency Agreement and will submit the Programme to the Clearer for
acceptance in the Clearing System.
The Arranger shall inform the Issuer of its obligations under laws and
regulations applicable to the Programme and shall assist the Issuer in complying
with such obligations.
2. APPOINTMENT OF THE DEALER
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The Issuer hereby appoints ING Belgium SA/NV to act for it as dealer for the
sale and purchase of the Treasury Notes and the Dealer hereby accepts such
appointment upon the terms of this Agreement.
3. GENERAL
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Subject to the terms hereof, the Issuer may from time to time issue Treasury
Notes for placement by the Dealer upon such conditions as the Issuer and the
Dealer may agree. For the avoidance of doubt, the Dealer shall act on a best
effort basis and without commitment to underwrite any issue of Treasury Notes.
4. ISSUE PROCEDURE
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a) The Issuer may from time to time ask the Dealer to bid for Treasury Notes
and the Dealer may from time to time bid for Treasury Notes, provided that
the Issuer shall have no obligation to sell Treasury Notes to the Dealer,
except as and when agreed, and the Dealer shall have no obligation to
purchase Treasury Notes from the Issuer, except as and when agreed.
b) If the Dealer makes a bid that is accepted by the Issuer and subsequently
confirmed by the Dealer, the Dealer shall send as soon as possible by
facsimile an Issuer Confirmation Form to the Issuer and an Investor
Confirmation Form to the investors Each confirmation form shall incorporate
by reference the Terms and Conditions of the Treasury Notes.
c) If the Dealer makes a bid that is accepted by the Issuer and subsequently
confirmed by the Dealer pursuant to (b) above, then the Issuer will be
obliged to issue and the Dealer will be obliged to purchase the Treasury
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Notes and the Issuer shall cause such Notes to be issued and delivered in
accordance with the terms of the Domiciliary Agency Agreement.
d) The Issuer acknowledges that the Dealer may resell Treasury Notes purchased
by it, in accordance with and subject to Clause 8 (SELLING RESTRICTIONS)
below.
e) Whenever the Issuer wishes to issue Notes, any of its authorised officers
shall contact the Dealer directly by telephone at the latest on the
Business Day which is two business days prior to the Settlement Date for
Treasury Notes with a maturity up to one year and three Business Days prior
to the Issue Date for Treasury Notes with a maturity of over one year, to
indicate the Tenor(s), the currency, the amount(s) if requests and the
Settlement Date, if possible together with the financial terms and
conditions.
f) The Dealer shall identify potential investors and invite them:
- to bid for the purchase of the Treasury Notes up to the amount and for
the period requested by the Issuer; or
- to purchase the Treasury Notes at the financial conditions and
following the terms fixed by the Issuer.
g) As soon as possible but in any event on or before 12.00 a.m. (Brussels
time) on the Trade Date, the Dealer shall inform the Issuer of the result
of its placing effort or of the financial conditions at which it would be
possible to raise all or part of the requested amounts. In the latter case,
the Dealer shall immediately inform the investor(s) of the acceptance or
refusal of its (their) bid.
h) The Dealer shall:
- request the ISIN code from the Domiciliary Agent;
- give to the Domiciliary Agent at the latest on the Trade Date or such
later time or date as may subsequently be agreed between the Dealer
and the Domiciliary Agent, details of the Treasury Notes to be issued;
- send by facsimile transmission to the Issuer the Issuer Confirmation
Form and to the investor an Investor Confirmation Form indicating the
terms of the transaction.
The transaction shall be executed according to the terms of the Issuer
Confirmation Form, unless the Issuer contacts the Dealer, at the latest at
4.00 p.m. (Brussels time) on the second Business Day preceding the Issue
Date, to indicate any error or discrepancy.
If at any time, an investor looking for Treasury Notes of the Issuer takes
the initiative to approach the Dealer, the Dealer shall inform the Issuer
of such demand. The Issuer shall have the right but not the obligation to
issue Treasury Notes.
5. REPRESENTATIONS AND WARRANTIES
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The Issuer and the Guarantor represent and warrant to the Dealer at the date of
this agreement and each date upon which Treasury Notes are, or are to be, issued
that:
(a) each of the establishment of the Programme and the execution, delivery and
performance by the Issuer and/or the Guarantor of this Agreement, the
Domiciliary Agency Agreement, the Clearing Agreement and the Treasury
Notes; the entering into and performance by the Issuer and/or the Guarantor
of this Agreement, the Domiciliary Agency Agreement, the Clearing
Agreement; and the issue and sale of the Treasury Notes by the Issuer under
the Agreements, has been duly authorised by all necessary action and the
same constitute, or, in the case of Treasury Notes, will, constitute legal,
valid and binding obligations of the Issuer and/or the Guarantor
enforceable against it in accordance with their respective terms (subject
to insolvency laws and moratorium laws relating to the rights of creditors
generally); and this Agreement, the Domiciliary Agency Agreement, the
Clearing Agreement will not conflict with or constitute a breach of, or a
default under any material indenture, agreement or other instrument to
which the Issuer and/or the Guarantor is a party or by which they are
bound, or any law, administrative regulation or court decree applicable to
it;
(b) the obligations of the Issuer and/or Guarantor under each of this
Agreement, the Domiciliary Agency Agreement, the Clearing Agreement and the
Treasury Notes will rank (other than in the case of obligations preferred
by mandatory provisions of law) at least PARI PASSU with all other present
and future unsecured indebtedness of the Issuer;
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(c) the Issuer is duly incorporated and validly existing under the laws of the
Netherlands, with full power and authority to conduct its business and to
execute, deliver and comply with the provisions of this Agreement, the
Domiciliary Agency Agreement and the Clearing Agreement; the Guarantor is
duly incorporated and validly ecisting under Delaware law, with full power
and authority to conduct its business and to execute, deliver and comply
with the provisions of this Agreement, the Guarantee, the Domiciliary
Agency Agreement and the Clearing Agreement and:
- the establishment of the Programme, the execution, delivery and
performance by the Issuer of the Agreements and the Treasury Notes;
- the entering into and performance by the Issuer of any agreement for
the sale of Treasury Notes reached; and
- the issue and sale of the Treasury Notes by the Issuer under the
Agreements,
will not infringe any of the provisions of the Issuer's Articles of
Association ("STATUTS/STATUTEN");
(d) the audited financial statements and any interim financial statements
(audited or unaudited) published subsequently thereto and incorporated by
reference in the Information Memorandum present fairly and accurately the
financial position of the Issuer and its subsidiaries and of the Guarantor
as of the respective dates of such statements and the results of operations
of the Issuer and its subsidiaries and of the Guarantor for the periods
they cover or to which they relate and such financial statements have been
prepared in accordance with the relevant Belgian laws and with generally
accepted accounting principles in the Netherlands applied on a consistent
basis throughout the periods involved (unless and to the extent otherwise
stated therein);
(e) since the date of the most recent audited financial statements supplied to
the Dealer and, in relation to any date on which this warranty falls to be
made after the date hereof, save as otherwise disclosed by any disclosure
document subsequently delivered by the Issuer and/or the Guarantor to the
Dealer
there has been no material adverse change in the business, financial or
other condition of the Issuer and/or the Guarantor or their subsidiaries,
holding companies or affiliates, which would have a material adverse effect
upon its ability to perform its obligations under the Agreements.
(f) no Event of Default, as defined under the Terms and Conditions, has
occurred and is continuing at the time of execution of this Dealer
Agreement or at the time of issue of any Treasury Note;
(g) the outstanding principal amount of all Treasury Notes on the date of issue
of any Treasury Note does not exceed the maximum amount set out in the
Programme;
(h) the Issuer and the Guarantor comply with the financial requirements as set
out in article 13 of the Royal Decree;
(i) neither the Issuer, nor any of its respective affiliates (as defined in
Rule 405 under the Securities Act), nor any person acting on its behalf has
engaged or will engage in any "directed selling efforts" (as defined in
Regulation S) with respect to the Treasury Notes;
(j) the Issuer:
(1) is a "foreign issuer" (as such term is defined in Regulation S); and
(2) reasonably believes that there is no "substantial U.S. market
interest" (as such term is defined in Regulation S) in the Issuer's
debt securities
The agreement of the Dealer to place the Treasury Notes is entered into on the
basis of the aforesaid representations and warranties. Such representations and
warranties are deemed to be repeated on the Trade Date of each issue of Treasury
Notes.
6. COVENANTS AND AGREEMENTS
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It is agreed that:
(a) the Issuer and the Guarantor shall promptly inform the Dealer of any new
material fact, event or circumstance with regard to themselves that could
influence the opinion of the holders of or potential investors in the
Treasury Notes. ING needs this information to comply with its obligations
to duly inform its potential investors of the financial position of the
Issuer and/or the Guarantor;
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(b) the Issuer and the Guarantor will comply with the relevant rules,
regulations and requirements of any authority in order to respect any
regulation applicable to the issue of Treasury Notes and, in particular,
that they will prepare and up-date the Information Memorandum and any other
report, schedule or any other document which would be required by the Law
or the Royal Decree;
(c) the Issuer undertakes to respect the maximum amount of the Programme;
(d) neither the Issuer nor the Guarantor nor any of its respective affiliates
(as defined in Rule 405 under the Securities Act), nor any person acting on
its behalf have engaged or will engage in any directed selling efforts (as
defined in Regulation S under the Securities Act) with respect to the
Treasury Notes.
The Dealer covenants and agrees the following:
(a) the Dealer warrants, represents and agrees to indemnify and hold harmless
the Issuer and the Guarantor for and against any and all losses, claims,
damages, liabilities, expenses, actions and demands to which the Issuer and
the Guarantor may become subject under the law of any jurisdiction or which
may be made against them directly arising out of or directly in connection
with the breach by the Dealer or by its agents or persons acting on its
behalf of any of the terms and conditions of this Agreement (including for
the avoidance of doubt, the Selling Restrictions set out in Clause 8);
(b) the Dealer represents and warrants to the Issuer at the date of the Dealer
Agreement and at each Issue Date that all consents, authorisations,
licences or approvals of and registrations and filings with any Belgian
governmental or regulatory authority required in connection with the issue
by the Issuer of Treasury Notes under the Dealer Agreement and the
performance of the Dealer's obligations under the Dealer Agreement, any
other related Agreements and the Information Memorandum have been obtained.
7. DISTRIBUTION OF DOCUMENTS
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The Dealer shall make the Information Memorandum, together with any additional
documents, as well as any supplements and updates thereto as well as the
relevant Investor Confirmation Form, available to and upon simple request from
any investor, Treasury Noteholder or his Custodian.
The Dealer has not been authorised to give any information or to make any
representation, warranty or undertaking other than as contained in the
Information Memorandum or in the documents specifically referred to therein.
8. SELLING RESTRICTIONS
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No action has been or will be taken by the Dealer that would permit the offer or
sale of the Treasury Notes or possession or distribution, or any offering
material relating to the Treasury Notes in any jurisdiction where action for
such purpose is required, or where such offering or sale would constitute a
public offering.
Accordingly, the Dealer warrants, represents and agrees that it will comply with
all applicable laws and regulations in force in any jurisdiction in or from
which they may purchase, sell, or offer the Treasury Notes or have in its
possession or distribute any offering material relating to the Treasury Notes,
in all cases at its own expense, subject always to the generality of paragraph 1
of this Clause 8.
Without prejudice to the generality of the provisions above, the Dealer shall
comply with the restrictions mentioned below:
Belgium
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In Belgium, there are no restrictions in respect of the purchase and transfer of
the Treasury Notes other than (i) that the Treasury Notes are to be kept at all
times on a securities account with a Custodian, and (ii) no issuance or transfer
of Treasury Notes may result in any investor holding Treasury Notes for an
amount of less than EUR 250,000 (or the equivalent thereof in another currency).
France
------
The Issuer and the Dealer have acknowledged that, and each further dealer
appointed under the Programme will be required to acknowledge that, in
connection with their initial distribution, they have not offered or sold, and
will not offer or sell, directly or indirectly, Treasury Notes to the public in
France and has not distributed or caused to be distributed to the public in
France, the Information Memorandum or any other offering material relating to
the Treasury Notes and that such offers, sales and distributions have been and
will only be made in France to qualified investors (INVESTISSEURS QUALIFIES)
with Article L. 411-1 ET SEQ of the French CODE MONETAIRE ET FINANCIER and
DECRET n(degree) 98-880 dated October 1, 1998.
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The Netherlands
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The Issuer and the Dealer have acknowledged that the Treasury Notes may only be
offered in the Netherlands if each individual Treasury Note has a denomination
of at least EUR 45,378.02 (or its equivalent in another Foreign Currency).
In addition, Zero-Coupon Treasury Notes and other notes which qualify as savings
certificates as defined in the Savings Certificates Act (WET INZAKE
SPAARBEWIJZEN) may only be transferred or accepted through the mediation of
either the Issuer or an admitted institution of Euronext Amsterdam N.V. with due
observance of the Savings Certificates Act and its implementing regulations
(including registration requirements), provided that no mediation is required in
respect of (i) the initial issue of those Notes to the first holders thereof,
(ii) any transfer and delivery by individuals who do not act in the conduct of a
profession or trade, and (iii) the issue and trading of those Notes, if they are
physically issued outside the Netherlands and are not distributed in the
Netherlands in the course of primary trading or immediately thereafter.
United Kingdom
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The Dealer represents, warrants and agrees that:
(a) in relation to Treasury Notes which have a maturity of one year or more, it
has not offered or sold and, prior to the expiry of a period of six months
from the Issue Date of such Treasury Notes, will not offer or sell any such
Treasury Notes to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995;
(b) in relation to any Treasury Notes which must be redeemed before the first
anniversary of the date of their issue, (a) it is a person whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business and
(b) it has not offered or sold and will not offer or sell any Treasury
Notes other than to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or who it is reasonable to
expect will acquire, hold, manage or dispose of investments (as principal
or agent) for the purposes of their businesses where the issue of the
Treasury Notes would otherwise constitute a contravention of Section 19 of
the Financial Services and Markets ▇▇▇ ▇▇▇▇ (the "FSMA") by the Issuer;
(c) it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the
FSMA) received by it in connection with the issue or sale of any Treasury
Notes in circumstances in which Section 21(1) of the FSMA does not apply to
the Issuer; and
(d) it has complied and will comply with all applicable provisions of the FSMA
with respect to anything done by them in relation to such Treasury Notes
in, from or otherwise involving the United Kingdom.
In respect of any tranche of Treasury Notes which must be redeemed before the
first anniversary of the date of its issue, the Issuer will issue such Treasury
Notes only if the following conditions apply (or the Treasury Notes can
otherwise be issued without contravention of Section 19 of the FSMA):
(i) the Dealer represents, warrants and agrees in the terms set out
hereabove; and
(ii) the redemption value of each such Treasury Note is not less than
(pound)100,000 (or an amount of equivalent value denominated wholly or
partly in a currency other than sterling), and no part of any Treasury
Note may be transferred unless the redemption value of that part is
not less than (pound)100,000 (or such an equivalent amount).
United States of America
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The Treasury Notes have not been and will not be registered under the U.S.
Securities Act of 1933 (the "SECURITIES ACT") and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons
except in accordance with Regulation S under the Securities Act ("REGULATION S")
or pursuant to an exemption from the registration requirements of the Securities
Act. The Dealer represents that it has offered and sold, and agrees that it will
offer and sell, Treasury Notes of any series (i) as part of their distribution
at any time and (ii) otherwise until 40 days after the completion of the
distribution of an identifiable tranche of which such Treasury Notes are a part,
as determined and certified to the principal paying agent by the Dealer (or in
the case of a sale of an identifiable tranche of Treasury Notes to or through
more than one dealer, by such dealers with respect to the Treasury Notes of an
identifiable tranche purchased by or through it, in which case the principal
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paying agent shall notify each dealer when all such dealers have so certified),
only in accordance with Rule 903 of Regulation S. Accordingly, neither it, its
affiliates nor any persons acting on its or their behalf have engaged or will
engage in any directed selling efforts with respect to the Treasury Notes, and
it and they have complied and will comply with the offering restrictions
requirement of Regulation S. The Dealer and its affiliates also agree that, at
or prior to confirmation of sale of Treasury Notes, it will have sent to each
distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases Treasury Notes from it during the distribution
compliance period a confirmation or notice to substantially the following
effect:
"THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II) OTHERWISE
UNTIL 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF AN IDENTIFIABLE
TRANCHE OF WHICH SUCH TREASURY NOTES ARE A PART, EXCEPT IN EITHER CASE IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. TERMS USED ABOVE
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."
Terms used in this paragraph have the meanings given to them by Regulation S.
9. CONDITIONS PRECEDENT
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The obligations of the Dealer are subject to the following conditions precedent:
(a) First issue
1. the Information Memorandum and the Agreements related thereto shall
have been duly executed by the parties thereto;
2. the Dealer shall have received certified copies of the Board
Resolution of the Issuer approving the Programme for the issue of
Treasury Notes and authorising its appropriate officers to execute the
Information Memorandum and all other agreements related thereto;
3. the Dealer shall have received an authorised signatory list of persons
entitled to give instructions or take decisions on behalf of the
Issuer and the Guarantor together with a list of their specimen
signatures.
(b) Each issue
1. the Issuer's and Guarantor's representations and warranties as set out
in Clause 8 of the Dealer Agreement are true and correct in all
material respects on the proposed Settlement Date with respect to the
facts and circumstances existing at each such date;
2. no event of default as set out in Clause 13 of the Terms and
Conditions of the Treasury Notes has occurred and is continuing; and
3. the total amount of outstanding Treasury Notes on the proposed
Settlement Date does not exceed the maximum amount of the Programme.
10. TERMINATION AND WITHDRAWAL
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At any time:
(a) the Dealer may withdraw from the Programme by giving 30 days prior written
notice thereof by telefax to the Issuer and to the Domiciliary Agent.
(b) the Issuer and/or the Guarantor on the other hand may terminate the
Programme by giving 30 days prior written notice thereof by telefax to the
other party to this Programme.
It is understood that such termination notice shall not affect or alter the
obligations of any party hereunder in respect of any Treasury Note outstanding
at the time of the giving of such notice and for as long such Treasury Notes
remain outstanding.
11. INDEMNITY
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The Issuer or, as the case may be, the Guarantor, will on written demand
indemnify the Dealer against any cost, loss, expense or liability (including
without limitation reasonable legal fees) sustained or incurred by the Dealer as
a result of
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(a) the Issuer's and Guarantor's failure to make due payment under the Treasury
Notes;
(b) any inaccuracy in the material representations or any breach of the
Issuer's or the Guarantor's warranties, agreements or obligations under the
Dealer Agreement, the Guarantee, the Programme or any other connected
agreements.
The Dealer cannot be held responsible for any untrue material statement or
omission with regard to the information relating to the Issuer and provided by
the Issuer. The Issuer and the Guarantor shall indemnify and hold harmless the
Dealer against any cost, loss or liability arising out of or based upon any
untrue material statement relating to the Issuer and/or the Guarantor and
furnished by the Issuer and/or the Guarantor, contained in the Information
Memorandum or arising out of omission relating to the Issuer that could
materially alter the content of the Information Memorandum.
The Dealer will on demand indemnify the Issuer and the Guarantor against any
cost, loss or liability sustained or incurred by the Issuer and the Guarantor as
a result of the Dealer's failure to comply with its obligations under this
Agreement or any other related Agreement.
12. REPRESENTATIONS AND COVENANT OF THE DEALER
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The Dealer declares that it is aware of section 17 of Chapter II of the
Information Memorandum ("SECONDARY MARKET") and represents to and agrees with
the Issuer that, in the event any holder wishes to sell any Treasury Notes, the
Dealer shall - on a best effort basis - seek a buyer, without making any
commitment to purchase such Treasury Notes.
13. NOTICES
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Any notice or approval pursuant to this Dealer Agreement shall be given by
registered mail, by telephone or by facsimile.
A notice shall be deemed received (if by registered mail) when delivered, (if by
telephone) when made and (if by facsimile) when dispatched. Any notice by
telephone or facsimile shall be promptly confirmed by registered mail.
If any notice is given to the Issuer, to:
HARSCO FINANCE B.V.
Att. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Tel. ▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇
Fax ▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇
If any notice is given to the Guarantor, to:
HARSCO CORPORATION
Att. ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇
U.S.A
Tel. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Fax ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
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If any notice is given to the Dealer, to:
ING BELGIUM SA/NV
Att. Financial Markets Support
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇: Tel. ▇▇▇ ▇ ▇▇▇▇ ▇▇▇
▇▇▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇: Tel. ▇▇▇ ▇ ▇▇▇▇ ▇▇▇ Fax: 32 (0)2/▇▇▇.▇▇.▇▇
▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇: Tel. ▇▇▇ ▇ ▇▇▇▇ ▇▇▇
If the Dealer shall receive any notice or demand addressed to the Issuer by any
Treasury Noteholder, the Dealer shall promptly forward such notice or demand to
the Issuer. The Dealer will give notice to any Treasury Noteholder to the extent
required by the Terms and Conditions, pursuant to written instructions of the
Issuer.
14. APPLICABLE LAW AND JURISDICTION
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This Dealer Agreement shall be governed by and construed in accordance with the
laws of the Kingdom of Belgium and any dispute in relation therewith will be
subject to the jurisdiction of the courts of Brussels, Belgium.
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The present Dealer Agreement is executed in 3 original copies, of which each
party hereto acknowledges having received one.
FOR THE ISSUER
Harsco Finance B.V.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: Mr S. D. ▇▇▇▇▇▇▇▇▇ Name: Mr W. A. ▇▇▇▇▇▇
Title: Managing Director Title: Managing Director
FOR THE GUARANTOR
Harsco Corporation
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By:
Name: Mr S. D. ▇▇▇▇▇▇▇▇▇ Name: Mr
Title: Senior Vice President, Chief
Financial Officer & Treasurer Title:
FOR THE ARRANGER AND DEALER
ING Belgium SA/NV
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Title: Head of Securities Transaction Title: Head of International
Management Cash Management Sales and
CP/MTN Origination
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