EXHIBIT 10
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THIS AMENDING AGREEMENT is made the 17th day of December 2004
BETWEEN
(1) HARSCO FINANCE B.V. (a company incorporated in the 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 WESTMINSTER
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 side letters dated
19 December 2001, 14 December 2002, 6 March 2003 and 19 December 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 2005 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 2006;
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 2006.
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, 2003, and the Report
on Form 10-Q for the period ending September 30, 2004, 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 authorizing 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 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.
5. MISCELLANEOUS
5.1 All capitalized 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/ Xxxxx Xxxxxx
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Address: 000 Xxxxxxxxxxx, Xxxxxx, XX0X 0XX
Industrial and Services Team, Corporate and Institutional Banking
Attention: Xx. X. Xxxxxx
HARSCO FINANCE B.V.
By: /S/ Xxxxxxxxx X. Xxxxxxxxx
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Address: Wenckebachstraat 1, 1951 JZ Xxxxxx-Xxxxx
Xxxxxxx 00, 0000 XX Xxxxxxxx, Xxxxxxxxxxx
Attention: Financial Manager
HARSCO INVESTMENT LIMITED
By: /S/ Xxxxxxxxx X. Xxxxxxxxx
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Address: Xxxxxx Xxxxx, Xxxxxx Xxxx, 000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx XX00 0XX
Attention: M. R. G. Hoad
HARSCO CORPORATION
By: /S/ Xxxxxxxxx X. Xxxxxxxxx
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Address: 350 Poplar Church Road, P.O. Box 8888
Camp Hill, Pennsylvania 17011, USA
Attention: X. X. Xxxxx
