Contract
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 12 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 29, 2022 (this “Amendment Agreement”), among HARSCO CORPORATION, a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), and the Lenders party hereto (each, a “Consenting Lender”).
Reference is made to the Third Amended and Restated Credit Agreement, dated as of November 2, 2016 (as amended by Amendment No. 1 to Credit Agreement, dated as of December 8, 2017, Amendment No. 2 to Credit Agreement, dated as of June 18, 2018, Amendment No. 3 to Credit Agreement, dated as of June 18, 2018, Amendment No. 4 to Credit Agreement, dated as of June 28, 2019, Amendment No. 5 to Credit Agreement, dated as of March 31, 2020, Amendment No. 6 to Credit Agreement, dated as of June 26, 2020, Amendment No. 7 to Credit Agreement, dated as of March 10, 2021, Amendment No. 8 to Credit Agreement, dated as of October 27, 2021, Amendment No. 9 to Credit Agreement, dated as of February 22, 2022, Amendment No. 10 to Credit Agreement, dated as of June 24, 2022, and Amendment No. 11 to Credit Agreement, dated as of August 19, 2022, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment Agreement, the “Amended Credit Agreement”), among the Company, the Approved Borrowers (as defined therein) from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent. Unless otherwise defined herein, terms defined in the Amended Credit Agreement and used herein shall have the meanings given to them in the Amended Credit Agreement.
WHEREAS, the Company has requested certain amendments to the Existing Credit Agreement on the terms set forth herein (the “Majority Revolving Credit Facility Lender Amendments”);
WHEREAS, in order to effect the foregoing, the Company and the Consenting Lenders, which Consenting Lenders constitute Majority Revolving Credit Facility Lenders (as defined in the Existing Credit Agreement), desire to amend the Existing Credit Agreement as of the Amendment No. 12 Effective Date and approve the Majority Revolving Credit Facility Lender Amendments as provided herein; and
WHEREAS, all notice requirements set forth in Section 10.01 of the Existing Credit Agreement have been duly provided by the Company or waived by the Administrative Agent and the Consenting Lenders.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Credit Agreement Amendments. On the Amendment No. 12 Effective Date, the Company, the Administrative Agent, and the Consenting Lenders agree that the Existing Credit Agreement is, effective as of the Amendment No. 12 Effective Date, hereby amended pursuant to Section 10.01 of the Existing Credit Agreement, as follows:
(a) The following definition is hereby added immediately after the definition of “Amendment No. 7 Transactions”:
1
“‘Amendment No. 12 Effective Date’: August 29, 2022.”
(b) Clause (b) of the definition of “Applicable Margin” is hereby amended by adding the bolded text (indicated textually in the same manner as the following example: bolded text) between the end of the existing pricing-grid applicable “From and after the Amendment No. 7 Effective Date” and the last paragraph of such clause (b):
From and after the Amendment No. 12 Effective Date
| Pricing |
Total Net Leverage Ratio |
Eurocurrency Loans |
Base Rate Loans |
|||||||
| 1 |
< 2.75:1.00 | 1.50 | % | 0.50 | % | |||||
| 2 |
≥ 2.75:1.00 and < 3.25:1.00 | 1.75 | % | 0.75 | % | |||||
| 3 |
≥ 3.25:1.00 and < 4.00:1.00 | 2.00 | % | 1.00 | % | |||||
| 4 |
≥ 4.00:1.00 and < 4.50:1.00 | 2.25 | % | 1.25 | % | |||||
| 5 |
≥ 4.50:1.00 and < 5.00:1.00 | 2.50 | % | 1.50 | % | |||||
| 6 |
≥ 5.00:1.00 | 2.75 | % | 1.75 | % | |||||
(c) The definition of “Relief Period Termination Date” is hereby amended by
adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) and by deleting the stricken text (indicated textually in the same manner as the following
example: stricken text):
“‘Relief Period Termination Date’: the earlier of (i) the date on which the Administrative Agent receives a
Compliance Certificate from the Company pursuant to Section 6.02(b) demonstrating a Total Net Leverage Ratio not greater than 4.00:1.00
and a ratio of Consolidated EBITDA to Consolidated Interest Charges, on a Pro Forma Basis, of not less than 3.00:1.00
and (ii) the date on which the Administrative Agent receives a Compliance Certificate from the Company pursuant to Section 6.02(b) in respect of the fiscal quarter ending on December 31,
2023December 31, 2024.”
(d) Section 7.01(a) is hereby amended by adding the double-underlined text (indicated textually in the same manner as the
following example: double-underlined text) and by deleting the stricken
text (indicated textually in the same manner as the following example: stricken text):
2
“without the written consent of the Majority Revolving Credit Facility Lenders, permit the Total Net Leverage Ratio on a Pro Forma Basis as at the last day of any Test Period to exceed
(i) in the case of any Test Period ending on or before March 31, 2022, 5.75:1.00, (ii) in the case of the any Test Period ending on June 30, 2022 through and including December 31, 2023, 5.50:1.00, (iii) in the case of the Test Period ending on September 30,
2022March 31, 2024, 5.25:1.00, (iv) in the case of the
Test Period ending on December 31,
2022June 30, 2024, 5.00:1.00, (v) in the case of
the Test Period ending on March 31, 2023September 30, 2024,
4.754.50:1.00,
(vi) in the case of the Test Period ending on June 30, 2023, 4.50:1.00, (vii) in the case of the Test Period ending on September 30, 2023,
4.25:1.00 and (viiivi) in the case of any Test Period ending thereafter, 4.00:1.00; provided, solely in the case of this
subsection (a), that, notwithstanding the foregoing, (x) from and after the closing of the Rail Disposition, the maximum permitted Total Net Leverage Ratio levels set forth in this subsection (a) (other than the Total Net Leverage
Ratio level specified in subclause (viiivi) of this subsection (a)) shall each be decreased by 0.250.50
, and (y) from and after the Relief Period Termination Date, the maximum permitted Total Net Leverage Ratio levels set forth in this subsection (a) shall be increased by 0.50 for a period of one year following the
consummation of any Significant Acquisition (but shall in no event exceed 4.50:1.00); provided, further, that such increase described in this subclause (y) shall not be cumulative in the event that more than one Significant
Acquisition is consummated within the same 12-month period.”
(e) Section 7.01(b) is hereby amended by adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text):
“without the written consent of the Majority Revolving Credit Facility Lenders, permit the ratio of Consolidated EBITDA to Consolidated Interest Charges, on a Pro Forma Basis (i) as at the last day of any Test Period ending on September 30, 2022 through and including December 31, 2024, to be less than 2.75:1.00 (provided, solely in the case of this clause (i), from and after the closing of the Rail Disposition, such ratio shall be increased by 0.25) and (ii) as at the last day of any Test Period ending thereafter, to be less than 3.00:1.00.”
Section 2. Representations and Warranties. The Company hereby represents and warrants to the Administrative Agent and each Lender party hereto that (x) no Default or Event of Default has occurred and is continuing on and as of the Amendment No. 12 Effective Date after giving effect hereto, and (y) each of the representations and warranties in each of the Loan Documents is true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Amendment No. 12 Effective Date after giving effect hereto (except to the extent such representations and warranties are specifically made as of an earlier date, in which case such representations and warranties were true and correct in all material respects as of such date).
3
Section 3. Effectiveness of this Amendment Agreement. This Amendment Agreement shall become effective as of the date hereof, subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 12 Effective Date”):
(a) the Administrative Agent shall have received in .pdf or electronic format (followed promptly by originals to the extent requested by the Administrative Agent) and, unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) counterparts hereof that, when taken together, bear the signatures of the Loan Parties, the Administrative Agent, the Collateral Agent, and each other Consenting Lender collectively constituting the Majority Revolving Credit Facility Lenders; and
(ii) a certificate of a Responsible Officer certifying as to the matters set forth in Section 2 hereof; and
(b) the Administrative Agent shall have received for the ratable benefit of each Consenting Lender an amendment fee in an amount equal to 0.10% of the aggregate amount of the Revolving Credit Commitments of such Consenting Lender as of the Amendment No. 12 Effective Date; and
(c) All other fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 12 Effective Date (except as otherwise reasonably agreed by the Company)) required to be paid hereunder, under the Amended Credit Agreement on the Amendment No. 12 Effective Date, shall have been paid.
Section 4. Effect of Amendment; No Novation.
(a) Except as expressly set forth herein or in the Amended Credit Agreement, this Amendment Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Existing Credit Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
(b) Nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances.
4
(c) On and after the Amendment No. 12 Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import, and each reference to the “Credit Agreement”, in any other Loan Document shall be deemed a reference to the Amended Credit Agreement. This Amendment Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.
(d) The parties hereto hereby consent to the Majority Revolving Credit Facility Lender Amendments upon the terms and subject to the conditions set forth herein. Upon the Amendment No. 12 Effective Date, all conditions and requirements set forth in the Existing Credit Agreement or the other Loan Documents relating to the effectiveness of this Amendment Agreement, including the Majority Revolving Credit Facility Lender Amendments, shall be deemed satisfied.
(e) Nothing contained in this Amendment Agreement, the Amended Credit Agreement or any other Loan Document shall constitute or be construed as a novation of any of the Obligations.
Section 5. Governing Law. THIS AMENDMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
Section 6. Costs and Expenses. In accordance with, and subject to the limitations of, Section 10.05 of the Amended Credit Agreement, the Company agrees to reimburse the Administrative Agent for its reasonable documented out-of-pocket expenses in connection with this Amendment Agreement, including the reasonable documented fees, charges and disbursements of counsel for the Administrative Agent.
Section 7. Electronic Execution; Electronic Records; Counterparts. This Amendment Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may, if agreed by the Administrative Agent, be in the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Amendment Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature without further verification and (b) upon the request of the Administrative Agent any Electronic Signature shall be promptly followed by a
5
manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
Section 8. Headings. The headings of this Amendment Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
[Remainder of page intentionally blank]
6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed and delivered by their respective duly authorized officers or representatives as of the day and year first above written.
| HARSCO CORPORATION, as Borrower | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Vice President - Treasurer, Tax and Real Estate | ||
[Signature Page to Amendment No. 12]
| HARSCO DEFENSE HOLDING LLC HARSCO MINNESOTA FINANCE, INC. PROTRAN TECHNOLOGY LIMITED LIABILITY COMPANY HARSCO MINERALS TECHNOLOGIES LLC HARSCO FINANCIAL HOLDINGS, LLC | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxx | ||
| Title: President | ||
[Signature Page to Amendment No. 12]
| HARSCO MINNESOTA LLC HARSCO TECHNOLOGIES LLC | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: Xxxxxx X. Xxxx | ||
| Title: President | ||
[Signature Page to Amendment No. 12]
| HARSCO RAIL, LLC | ||
| By: | /s/ Xxx X. Xxxxxx | |
| Name: Xxx X. Xxxxxx | ||
| Title: Secretary | ||
[Signature Page to Amendment No. 12]
| HARSCO METRO RAIL HOLDINGS, LLC HARSCO METRO RAIL, LLC | ||
| By: | /s/ Xxx X. Xxxxxx | |
| Name: Xxx X. Xxxxxx | ||
| Title: Vice President and Secretary | ||
[Signature Page to Amendment No. 12]
| XXXXX, X.X.X. HARSCO CLEAN EARTH HOLDINGS, LLC | ||
| By: | /s/ Xxx X. Xxxxxx | |
| Name: Xxx X. Xxxxxx | ||
| Title: Secretary | ||
[Signature Page to Amendment No. 12]
| 21ST CENTURY ENVIRONMENTAL MANAGEMENT OF NEVADA, LLC 21ST CENTURY ENVIRONMENTAL MANAGEMENT, LLC OF RHODE ISLAND ADVANCED REMEDIATION & DISPOSAL TECHNOLOGIES OF DELAWARE, LLC AERC ACQUISITION CORPORATION ALLIED ENVIRONMENTAL GROUP, LLC ALLWORTH, LLC BURLINGTON ENVIRONMENTAL, LLC CEHI ACQUISITION, LLC CEI HOLDING, LLC CHEMICAL POLLUTION CONTROL OF FLORIDA, LLC CHEMICAL RECLAMATION SERVICES, LLC CHEMICAL POLLUTION CONTROL, LLC OF NEW YORK CLEAN EARTH ENVIRONMENTAL SERVICES, INC. AES ASSET ACQUISITION CORPORATION CLEAN EARTH ENVIRONMENTAL SOLUTIONS, INC. CLEAN EARTH, LLC CLEAN EARTH HOLDINGS, LLC CLEAN EARTH SPECIALTY WASTE SOLUTIONS, INC. CLEAN EARTH OF ALABAMA, INC. CLEAN EARTH OF CARTERET, LLC CLEAN EARTH DREDGING TECHNOLOGIES, LLC CLEAN EARTH OF GEORGIA, LLC CLEAN EARTH OF GREATER WASHINGTON, LLC CLEAN EARTH OF MARYLAND, LLC CLEAN EARTH OF NEW CASTLE, LLC CLEAN EARTH OF NORTH JERSEY, INC. CLEAN EARTH OF PHILADELPHIA, LLC CLEAN EARTH OF SOUTHEAST PENNSYLVANIA, LLC CLEAN EARTH OF SOUTHERN FLORIDA, LLC CLEAN EARTH OF WILLIAMSPORT, LLC CLEAN EARTH OF MICHIGAN, LLC CLEAN ROCK PROPERTIES LTD. ESOL TOPCO, LLC |
[Signature Page to Amendment No. 12]
| GENERAL ENVIRONMENTAL MANAGEMENT OF RANCHO XXXXXXX LLC XXXXX ACQUISITION (DELAWARE), LLC NORTHLAND ENVIRONMENTAL, LLC NORTRU, LLC XXXXXX RECLAMATION SERVICES, HOUSTON, LLC PSC ENVIRONMENTAL SERVICES LLC PSC RECOVERY SYSTEMS, LLC REAL PROPERTY ACQUISITION LLC REPUBLIC ENVIRONMENTAL RECYCLING (NEW JERSEY), INC. REPUBLIC ENVIRONMENTAL SYSTEMS (PENNSYLVANIA), LLC REPUBLIC ENVIRONMENTAL SYSTEMS (TRANSPORTATION GROUP), LLC RHO-CHEM, LLC SOLVENT RECOVERY, LLC XXXXXXX ROAD OIL, LLC CLEAN EARTH MOBILE SERVICES, LLC CLEAN EARTH OF PUERTO RICO, LLC ENVIRONMENTAL SOIL MANAGEMENT INC ENVIRONMENTAL SOIL MANAGEMENT OF NEW YORK, LIMITED LIABILITY COMPANY MKC ACQUISITION CORPORATION | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Secretary | ||
[Signature Page to Amendment No. 12]
| CLEAN EARTH CORPORATE SERVICES, LLC CLEAN EARTH GOVERNMENT SERVICES, LLC | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Secretary | ||
[Signature Page to Amendment No. 12]
| BANK OF AMERICA, N.A., as Administrative Agent | ||
| By: | /s/ Xxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxx Xxxxx | ||
| Title: Assitant Vice President | ||
[Signature Page to Amendment No. 12]
| BANK OF AMERICA, N.A., as a Revolving Credit Lender | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Amendment No. 12]
| Royal Bank of Canada as a Revolving Credit Lender | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to Amendment No. 12]
| BMO Xxxxxx Bank, N.A. as a Revolving Credit Lender | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Managing Director | ||
[Signature Page to Amendment No. 12]
| Xxxxxxx Xxxxx Bank USA, as a Revolving Credit Lender | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to Amendment No. 12]
| HSBC Bank USA, National Association, as a Revolving Credit Lender | ||
| By: | /s/ XxxXx Xxxxx | |
| Name: XxxXx Xxxxx | ||
| Title: Vice President (#23294) | ||
[Signature Page to Amendment No. 12]
| U.S. BANK NATIONAL ASSOCIATION, as a Revolving Credit Lender | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Assistant Vice President | ||
[Signature Page to Amendment No. 12]
| PNC Bank, NA, as a Revolving Credit Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: SVP | ||
[Signature Page to Amendment No. 12]
| Fifth Third Bank, National Association as a Revolving Credit Lender | ||
| By: | /s/ Xxx Xxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxx | ||
| Title: Associate | ||
[Signature Page to Amendment No. 12]
| KEYBANK NATIONAL ASSOCIATION, as a Revolving Credit Lender | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 12]
| BARCLAYS BANK PLC, as a Revolving Credit Lender | ||
| By: | /s/ Xxxxxxxx Xxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxx | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 12]
| ING Bank N.V., Dublin Branch, as a Revolving Credit Lender | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Director |
[Signature Page to Amendment No. 12]
| The Huntington National Bank, as a Revolving Credit Lender | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 12]
| Truist Bank, as a Revolving Credit Lender | ||
| By: | /s/ Xxxxxxxxx Xxxx | |
| Name: Xxxxxxxxx Xxxx | ||
| Title: Managing Director | ||
[Signature Page to Amendment No. 12]
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Revolving Credit Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Associate | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Vice President |
[Signature Page to Amendment No. 12]
| Bank of the West, as a Revolving Credit Lender | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Director | ||
[Signature Page to Amendment No. 12]
| ARAB BANKING CORPORATION (B.S.C.) NEW YORK BRANCH, as a Revolving Credit Lender | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Chief Risk Officer | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: General Manager |
[Signature Page to Amendment No. 12]
CONSENT AND REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment Agreement (the “Amendment Agreement”), dated as of August 29, 2022, which amends the Third Amended and Restated Credit Agreement dated as of November 2, 2016 (as amended by Amendment No. 1 to Credit Agreement, dated as of December 8, 2017, Amendment No. 2 to Credit Agreement, dated as of June 18, 2018, Amendment No. 3 to Credit Agreement, dated as of June 18, 2018, Amendment No. 4 to Credit Agreement, dated as of June 28, 2019, Amendment No. 5 to Credit Agreement, dated as of March 31, 2020, Amendment No. 6 to Credit Agreement, dated as of June 26, 2020, Amendment No. 7 to Credit Agreement, dated as of March 10, 2021, Amendment No. 8 to Credit Agreement, dated as of October 27, 2021, Amendment No. 9 to Credit Agreement, dated as of February 22, 2022, Amendment No. 10 to Credit Agreement, dated as of June 24, 2022, and Amendment No. 11 to Credit Agreement, dated as of August 19, 2022, the “Existing Credit Agreement”), among Harsco Corporation, a Delaware corporation, Bank of America, N.A., as Administrative Agent, and the several lenders from time to time party thereto. Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Amended Credit Agreement (as defined in the Amendment Agreement). In connection with the execution and delivery of the Amendment Agreement, each of the undersigned, except as expressly set forth in the Amendment Agreement, (i) ratifies and affirms all the provisions in the Amended Credit Agreement, the Guarantee and Collateral Agreement and the other Loan Documents, (ii) agrees that the terms and conditions of the Loan Documents, including the security provisions set forth therein, shall continue in full force and effect as amended thereby, and shall not be impaired or limited by the execution or effectiveness of the Amendment Agreement and (iii) acknowledges and agrees that the Collateral continues to secure, to the fullest extent possible in accordance with the Amended Credit Agreement and the Guarantee and Collateral Agreement, the payment and performance of all Obligations. All references in the Loan Documents to (i) the “Credit Agreement” shall hereafter mean and refer to the Existing Credit Agreement as amended pursuant to the Amendment Agreement and (ii) the term “Obligations” shall hereafter mean and refer to the Obligations as redefined in the Amended Credit Agreement and shall include all additional Obligations resulting from or incurred pursuant to the Amended Credit Agreement.
The terms and conditions of the Guarantee and Collateral Agreement and the other Security Documents are hereby reaffirmed by the Subsidiary Guarantors.
Dated: August 29, 2022
[Signature Pages Follow]
| HARSCO CORPORATION, as Borrower | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Vice President - Treasurer, Tax and Real Estate | ||
[Signature Page to Consent and Reaffirmation]
| HARSCO DEFENSE HOLDING LLC HARSCO MINNESOTA FINANCE, INC. PROTRAN TECHNOLOGY LIMITED LIABILITY COMPANY HARSCO MINERALS TECHNOLOGIES LLC HARSCO FINANCIAL HOLDINGS, LLC | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxx | ||
| Title: President | ||
[Signature Page to Consent and Reaffirmation]
| HARSCO MINNESOTA LLC HARSCO TECHNOLOGIES LLC | ||
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: Xxxxxx X. Xxxx | ||
| Title: President | ||
[Signature Page to Consent and Reaffirmation]
| HARSCO RAIL, LLC | ||
| By: | /s/ Xxx X. Xxxxxx | |
| Name: Xxx X. Xxxxxx | ||
| Title: Secretary | ||
[Signature Page to Consent and Reaffirmation]
| HARSCO METRO RAIL HOLDINGS, LLC HARSCO METRO RAIL, LLC | ||
| By: | /s/ Xxx X. Xxxxxx | |
| Name: Xxx X. Xxxxxx | ||
| Title: Vice President and Secretary | ||
[Signature Page to Consent and Reaffirmation]
| XXXXX, X.X.X. HARSCO CLEAN EARTH HOLDINGS, LLC | ||
| By: | /s/ Xxx X. Xxxxxx | |
| Name: Xxx X. Xxxxxx | ||
| Title: Secretary | ||
[Signature Page to Consent and Reaffirmation]
| 21ST CENTURY ENVIRONMENTAL MANAGEMENT OF NEVADA, LLC 21ST CENTURY ENVIRONMENTAL MANAGEMENT, LLC OF RHODE ISLAND ADVANCED REMEDIATION & DISPOSAL TECHNOLOGIES OF DELAWARE, LLC AERC ACQUISITION CORPORATION ALLIED ENVIRONMENTAL GROUP, LLC ALLWORTH, LLC BURLINGTON ENVIRONMENTAL, LLC CEHI ACQUISITION, LLC CEI HOLDING, LLC CHEMICAL POLLUTION CONTROL OF FLORIDA, LLC CHEMICAL RECLAMATION SERVICES, LLC CHEMICAL POLLUTION CONTROL, LLC OF NEW YORK CLEAN EARTH ENVIRONMENTAL SERVICES, INC. AES ASSET ACQUISITION CORPORATION CLEAN EARTH, LLC CLEAN EARTH ENVIRONMENTAL SOLUTIONS, INC. CLEAN EARTH HOLDINGS, INC. CLEAN EARTH SPECIALTY WASTE SOLUTIONS, INC. CLEAN EARTH OF ALABAMA, INC. CLEAN EARTH OF CARTERET, LLC CLEAN EARTH DREDGING TECHNOLOGIES, LLC CLEAN EARTH OF GEORGIA, LLC CLEAN EARTH OF GREATER WASHINGTON, LLC CLEAN EARTH OF MARYLAND, LLC CLEAN EARTH OF NEW CASTLE, LLC CLEAN EARTH OF NORTH JERSEY, INC. CLEAN EARTH OF PHILADELPHIA, LLC CLEAN EARTH OF SOUTHEAST PENNSYLVANIA, LLC CLEAN EARTH OF SOUTHERN FLORIDA, LLC CLEAN EARTH OF WILLIAMSPORT, LLC CLEAN EARTH OF MICHIGAN, LLC CLEAN ROCK PROPERTIES LTD. ESOL TOPCO, LLC |
[Signature Page to Consent and Reaffirmation]
| GENERAL ENVIRONMENTAL MANAGEMENT OF RANCHO XXXXXXX LLC XXXXX ACQUISITION (DELAWARE), LLC NORTHLAND ENVIRONMENTAL, LLC NORTRU, LLC XXXXXX RECLAMATION SERVICES, HOUSTON, LLC PSC ENVIRONMENTAL SERVICES LLC PSC RECOVERY SYSTEMS, LLC REAL PROPERTY ACQUISITION LLC REPUBLIC ENVIRONMENTAL RECYCLING (NEW JERSEY), INC. REPUBLIC ENVIRONMENTAL SYSTEMS (PENNSYLVANIA), LLC REPUBLIC ENVIRONMENTAL SYSTEMS (TRANSPORTATION GROUP), LLC RHO-CHEM, LLC SOLVENT RECOVERY, LLC XXXXXXX ROAD OIL, LLC CLEAN EARTH MOBILE SERVICES, LLC CLEAN EARTH OF PUERTO RICO, LLC ENVIRONMENTAL SOIL MANAGEMENT INC ENVIRONMENTAL SOIL MANAGEMENT OF NEW YORK, LIMITED LIABILITY COMPANY MKC ACQUISITION CORPORATION | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Secretary | ||
[Signature Page to Consent and Reaffirmation]
| CLEAN EARTH CORPORATE SERVICES, LLC CLEAN EARTH GOVERNMENT SERVICES, LLC | ||
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Secretary | ||
[Signature Page to Consent and Reaffirmation]
