5
1,000
6-MOS
DEC-31-1995
JUN-30-1995
27,769
0
352,838
(7,608)
135,144
540,271
1,049,159
(594,513)
1,332,922
378,612
227,605
40,595
0
0
581,335
1,332,922
734,161
762,655
568,178
667,044
0
1,212
15,020
83,964
32,746
50,019
0
0
0
50,019
1.98
1.97
AMENDMENT AGREEMENT (this "Amendment Agreement"), dated as of June 20, 1995,
among HARSCO CORPORATION, a Delaware corporation (the "Company"), the Lenders
listed on the signature pages hereof (the "Lenders") and CHEMICAL BANK, a New
York banking corporation, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"). Capitalized terms used herein and
defined in the Agreement (as such term is defined below) have the meanings
assigned to such terms in the Agreement.
WHEREAS the Company, the Lenders and the Administrative Agent are parties to
an Amended and Restated Credit Agreement (Five-Year Competitive Advance and
Revolving Credit Facility) dated as of August 24, 1993, as amended and
restated as of June 21, 1994 (the "Agreement");
WHEREAS the Company, the Lenders and the Administrative Agent are parties to
an Amended and Restated Credit Agreement (364-Day Competitive Advance and
Revolving Credit Facility) dated as of August 24, 1993, as amended and
restated as of June 21, 1994 (the "364-Day Agreement"); and
WHEREAS the Company has requested the Lenders, and the Administrative Agent
and the Lenders are willing, to amend the Agreement on the terms and
conditions set forth herein;
NOW, THEREFORE, for and in consideration of the premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree, on the terms and subject to the conditions
set forth herein, as follows:
1. Definitions. (a) The definition of "Maturity Date" in Section 1.01 of
the Agreement is hereby deleted and replaced by the following sentence:
"Maturity Date" shall mean June 20, 2000.
(b) The table in the definition of "Facility Fee Percentage" in Section 1.01
of the Agreement is hereby deleted and replaced by the following table:
Facility
Fee
Percentage
__________
Category 1
__________
A- or higher by S&P;
A3 or higher by Moody's .10%
Category 2
__________
BBB+ by S&P;
Baa1 by Moody's .125%
Category 3
__________
BBB by S&P;
Baa2 by Moody's .15%
Category 4
__________
BBB- by S&P;
Baa3 by Moody's .1875%
Category 5
__________
BB+ or lower by S&P;
Ba1 or lower by Moody's .25%
(c) The table in the definition of "Applicable Margin" in Section 1.01 of the
Agreement is hereby deleted and replaced by the following table:
Eurocurrency
Loan Spread
____________
Category 1
__________
A- or higher by S&P;
A3 or higher by Moody's .20%
Category 2
__________
BBB+ by S&P;
Baa1 by Moody's .25%
Category 3
__________
BBB by S&P;
Baa2 by Moody's .30%
Category 4
__________
BBB- by S&P;
Baa3 by Moody's .3125%
Category 5
__________
BB+ or lower by S&P;
Ba1 or lower by Moody's .50%
2. The figure $150,000,000 in the preamble to the Agreement is hereby deleted
and replaced by the following figure: $300,000,000.
3. Section 2.01 of the Agreement is hereby amended by inserting the following
paragraph at the end of Section 2.01:
(c) Notwithstanding anything in this Agreement to the contrary, Dauphin
Deposit Bank and Trust Company shall not make Loans as part of any non-US
Dollar Borrowing. The amount of any such requested Borrowing shall, subject
in all cases to the limitations contained in paragraph (a) above, be divided
among the other Lenders pro rata in accordance with their respective shares of
the Total Commitment.
4. Section 2.16 of the Agreement is hereby amended by inserting the following
paragraph at the end of Section 2.16:
Provided, however, that with respect to Loans denominated in a currency other
than U.S. Dollars in which Dauphin Deposit Bank and Trust Company does not
participate, each payment or prepayment of principal and each payment of
interest shall be allocated pro rata among the other Lenders in accordance
with their respective shares of the outstanding principal amount of such
Loans.
5. Section 6.01(i) of the Agreement is hereby deleted and replaced by the
following paragraph:
(i) additional Liens upon real and/or personal property created after the date
hereof; provided that the aggregate Indebtedness secured thereby and incurred
on and after the date hereof shall not exceed $25,000,000 in the aggregate at
any one time outstanding; and
6. Section 6.02 of the Agreement is hereby deleted and replaced by the
following paragraph:
SECTION 6.02 Sales and Lease-Back Transactions. Enter into any arrangement,
directly or indirectly, with any person whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned
or hereafter acquired, and thereafter rent or lease such property or other
property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (such an arrangement, a
"Sale and Lease-Back Transaction"), other than (i) Sale and Lease-Back
Transactions capitalized on the books of the Company in an aggregate
capitalized amount not in excess of $25,000,000 entered into in connection
with the financing of aircraft to be used in connection with the Company's
business and (ii) Sale and Lease-Back Transactions capitalized on the books of
the Company (other than a Sale and Lease-Back Transaction permitted by clause
(i) above) if the capitalized amount of all such Sale and Lease-Back
Transactions shall not exceed $20,000,000 in aggregate amount at any time
outstanding.
7. Section 6.06 of the Agreement is hereby deleted and replaced by the
following paragraph:
SECTION 6.06 Net Worth. The Company will not permit its Net Worth at any
time to be less than $475,000,000.
8. Section 6.07 of the Agreement is hereby deleted and replaced by the
following paragraph:
SECTION 6.07 Total Debt to Total Capital Ratio. The Company will not permit
the ratio of Total Debt to Total Capital at any time on or after the date
hereof to exceed the ratio of 0.55 to 1.
9. Paragraph (f) of Article VII of the Agreement is hereby deleted and
replaced by the following paragraph:
(f) (i) the Company or any Subsidiary shall (A) fail to pay any principal or
interest, regardless of amount, due in respect of any Indebtedness in a
principal amount in excess of (I) $20,000,000, in the case of any single
obligation, or (II) $20,000,000, in the case of all obligations in the
aggregate, in each case, when and as the same shall become due and payable, or
(B) fail to observe or perform any other term, covenant, condition or
agreement contained in any agreement or instrument evidencing or governing any
Indebtedness in an aggregate principal amount in excess of $20,000,000 and
such failure shall continue beyond any applicable grace period; or (ii)
Indebtedness of the Company and its Subsidiaries, or any of them, in a
principal amount in excess of (A) $20,000,000, in the case of any single
obligation, or (B) $20,000,000, in the case of all obligations in the
aggregate, shall be declared due and payable or required to be prepaid prior
to its stated maturity;
10. Section 10.04(f) of the Agreement is hereby deleted and replaced by
the following paragraph:
(f) Upon giving written notice to the Company, each Lender may without the
consent of the Company or the Administrative Agent sell participations to one
or more banks or other entities in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) the participating banks or other
entities shall be entitled to the benefit of the cost protection provisions
contained in Sections 2.13, 2.15 and 2.19 to the same extent as if they were
Lenders and (iv) the Borrowers, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement, and such Lender
shall retain the sole right to enforce the obligations of the Borrowers
relating to the Loans and to approve any amendment, modification or waiver of
any provision of this Agreement (other than amendments, modifications or
waivers decreasing any fees payable hereunder or the amount of principal of or
the rate at which interest is payable on the Loans, extending any scheduled
principal payment date or date fixed for the payment of interest on the Loans
or changing or extending the Commitments).
11. Schedule 2.01 to the Agreement is hereby deleted in its entirety and
replaced by Schedule 2.01 hereto.
12. This Amendment Agreement may be executed in two or more counterparts,
any one of which need not contain the signatures of more than one party, but
all such counterparts taken together will constitute one and the same
Agreement.
13. The Company represents and warrants as follows:
(a) The Company has all requisite power and authority to enter into this
Amendment Agreement, and this Amendment Agreement has been duly and validly
authorized, executed and delivered by the Company and is the legal, valid and
binding obligation of the Company.
(b) The representations and warranties in the Agreement are correct in all
material respects on and as of the date hereof, before and after the execution
and delivery of this Amendment Agreement, as though made on and as of the date
hereof and no event has occurred and is continuing, or would result from the
execution and delivery of this Amendment Agreement, that constitutes or would
constitute a Default or Event of Default.
(c) No Loans under the Agreement or the 364-Day Agreement are outstanding as
of the date hereof.
14. This Amendment Agreement shall become effective only upon the receipt
by the Administrative Agent of an opinion of counsel for the Company
confirming the representation and warranty set forth in paragraph (a) of
Section 8, together with evidence of the Company's authority to enter into
this Agreement, in each case satisfactory to the Administrative Agent.
15. The 364-Day Agreement shall be terminated upon the effectiveness of
this Amendment Agreement.
16. THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK AS THOUGH
WHOLLY MADE AND PERFORMED WITHIN SUCH STATE.
IN WITNESS WHEREOF, the Company, the Administrative Agent and the Lenders have
caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
HARSCO CORPORATION,
by
/s/ Leonard A. Campanaro
________________________
Name: Leonard A. Campanaro
Title: Senior Vice President & CFO
by
/s/ Barry M. Sullivan
_____________________
Name: Barry M. Sullivan
Title: Vice President & Treasurer
CHEMICAL BANK, individually and as Administrative Agent,
by
s/ Scott S. Ward
_________________
Name: Scott S. Ward
Title: Vice President
Additional bank signature pages are not included in this exhibit.
HARSCO CORPORATION
COMPUTATION OF FULLY DILUTED NET INCOME PER COMMON SHARE
(dollars in thousands except per share)
___________________________
3 MONTHS ENDED JUNE 30 6 MONTHS ENDED JUNE 30
1995 1994 1995 1994
____ ____ ____ ____
Net income $24,559 $17,547 $50,019 $36,175
_______ _______ _______ _______
_______ _______ _______ _______
Average shares of common stock
outstanding used to compute
earnings per common share 25,269,920 25,118,244 25,236,174 25,065,274
Additional common shares to be
issued assuming exercise of
stock options, net of shares
assumed reacquired 166,010 82,849 177,059 100,304
_______ _______ _______ _______
Shares used to compute dilutive
effect of stock options 25,435,930 25,201,093 25,413,233 25,165,578
__________ __________ __________ __________
__________ __________ __________ __________
Fully diluted net income per
common share $0.96 $0.70 $1.97 $1.44
_____ _____ _____ _____
_____ _____ _____ _____
Net income per common share $0.97 $0.70 $1.98 $1.44
_____ _____ _____ _____
_____ _____ _____ _____
HARSCO CORPORATION
Exhibit 12
Computation of Ratios of Earnings to Fixed Charges
(In Thousands of Dollars)
Six
YEARS ENDED DECEMBER 31 Months
________________________________________________________________
Ended
1990 1991 1992 1993 1994 6/30/95
________ ________ ________ ________ ________ _______
Consolidated Earnings:
Pre-tax income from continuing
operations $115,587 $119,647 $140,576 $137,151 $146,089 $82,765
Add fixed charges computed below 21,864 23,544 22,425 23,879 37,982 16,964
Net adjustments for equity companies (532) (439) (454) (363) (134) (627)
Net adjustments for capitalized
interest (255) (469) (134) (172) (274) -
_______ _______ _______ _______ _______ ______
Consolidated Earnings Available for
Fixed Charges $136,664 $142,283 $162,413 $160,495 $183,663 $99,102
_______ _______ _______ _______ _______ ______
_______ _______ _______ _______ _______ ______
Consolidated Fixed Charges:
Interest expense per financial
statements $17,506 $18,925 $18,882 $19,974 $34,048 $15,020
Interest expense capitalized 345 574 355 332 338 222
Portion of rentals (1/3 ) representing
an interest factor 4,013 4,045 3,188 3,573 3,576 1,722
Interest expense for equity companies
whose debt is guaranteed - - - - - -
_______ _______ _______ _______ _______ ______
Consolidated Fixed Charges $21,864 $23,544 $22,425 $23,879 $37,982 $16,964
_______ _______ _______ _______ _______ ______
_______ _______ _______ _______ _______ ______
Consolidated Ratio of Earnings to
Fixed Charges 6.25 6.04 7.24 6.72 4.84 5.84
_______ _______ _______ _______ _______ ______
_______ _______ _______ _______ _______ ______
1992 excludes the cumulative effect of change in accounting method for post-retirement benefits other than pensions.
Includes amortization of debt discount and expense.
No fixed charges were associated with debt of less than fifty percent owned companies guaranteed by Harsco during the five
year period 1990 through 1994, and the six months ended June 30, 1995.
