UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported) February 4, 2008
Harsco
Corporation
(Exact
name of registrant as specified in charter)
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DE
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1-3970
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23-1483991
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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350 Poplar Church Road, Camp
Hill, PA
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17011
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code 717-763-7064
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2.
below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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Amendment
to Credit Facility
On
February 4, 2008, an amending agreement (the “Amending Agreement”), among Harsco
Finance B.V. and Harsco Investment Limited as borrowers, Harsco Corporation as
guarantor and the Royal Bank of Scotland acting as agent for National
Westminster Bank plc (the “Lender”) became effective, extending the term of the
$50,000,000 credit facility (the “Facility Agreement”) among the parties
originally entered into on December 15, 2000. The facility serves as
back-up to the Company’s commercial paper programs and also provides available
financing for the Company’s European operations. Borrowings under
this facility are available in most major currencies with active markets at
interest rates based upon LIBOR plus a margin. As of December 31,
2007 there were no borrowings outstanding under this facility.
As a
result of the Amending Agreement, (i) the final maturity date for any revolving
loans not converted into a term loan has been extended until December 10, 2008
(with such date subject to further extension); (ii) the final maturity date for
each term loan converted from a revolving loan has been extended to December 10,
2009; and (iii) the final maturity date for any further term loan requested has
been changed to December 10, 2009.
After
giving effect to the Amending Agreement, the Facility Agreement continues to
contain usual and customary affirmative and negative covenants and customary
events of default that would permit the lenders to accelerate the loans if not
cured within applicable grace periods, including the failure to make timely
payments under the Facility Agreement, the failure to satisfy covenants and
specified events of bankruptcy and insolvency.
The
foregoing description of the Amending Agreement and certain provisions of the
Facility Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the Amending Agreement, which is
attached hereto as Exhibit 10.1, the full text of the Facility Agreement
previously filed with the Commission and by reference to the description of our
debt and credit agreements contained in the Company’s Form 10-K for the year
ended December 31, 2006 and Form 10-Q for the period ended September 30,
2007. From time to time, the Lender provides customary commercial and
investment banking services to the Company.
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Item9.01.
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Financial
Statements and Exhibits
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(d) Exhibits.
Exhibit
10.1. Amending Agreement to
the Credit Facility
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HARSCO CORPORATION
(Registrant)
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DATE February 7,
2008
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By:
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/s/ Stephen J. Schnoor | |
| Stephen J. Schnoor | |||
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Senior
Vice President and Chief Financial Officer
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Exhibit
Index
10.1. Amending
Agreement to the Credit Facility
- 2
- -
EXHIBIT
10.1
THIS AMENDING AGREEMENT is
made the 31st day of January 2008
BETWEEN
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(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
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
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(B)
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The
Lender, the Borrowers and the Guarantor have agreed to make certain
amendments to the Facility
Agreement.
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NOW IT IS AGREED as
follows:
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1
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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:
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:
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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 2008 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 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 10
December 2009;
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1.3 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 10 December 2009.
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2.
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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
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$35,000.
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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 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