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) December
22, 2006
____________________
Harsco
Corporation
(Exact
name of registrant as specified in its charter)
|
DE
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1-3970
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23-1483991
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
of
incorporation)
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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)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code 717-763-7064
(Former
name or former address, if changed since last report)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
|
Amendment
to Credit Facility
On
December 22, 2006, an agreement between Harsco Corporation and National
Westminster Bank plc (the “Lender”) (the “Amending Agreement”) became effective
extending the term of its December 15, 2000 $50,000,000 Facility Agreement,
as
amended.
As
a
result of the Amending Agreement, (i) the final maturity date for a revolving
loan not converted into a term loan has been extended until December 11,
2007
(with such date subject to further extension); (ii) the final maturity date
for
each term loan converted from a revolving loan has been changed to December
11,
2008; and (iii) the final maturity date for any further term loan requested
has
been changed to December 11, 2008.
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, 2005 and Form 10-Q for the period ended September 30,
2006.
From time to time, the Lender provides customary commercial and investment
banking services to the Company.
| Item 9.01. |
Financial
Statements and Exhibits
|
(d) Exhibits.
Exhibit
10.1. Amendment to
the Credit Agreement
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.
| HARSCO
CORPORATION
(Registrant)
|
||
| |
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| DATE December 22, 2006 | By: | /s/ Salvatore D. Fazzolari |
|
Salvatore D. Fazzolari |
||
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President,
Chief Financial Officer and Treasurer
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||
Exhibit
Index
Exhibit
10.1. Amendment
to the Credit Agreement
EXHIBIT
10.1
THIS
AMENDING AGREEMENT
is made
the 8th day of December, 2006
BETWEEN
| (1) |
HARSCO
FINANCE B.V. (a
company incorporated in The Netherlands) and HARSCO
INVESTMENT LIMITED (registered
number 03985379) (each a "Borrower"
and together the "Borrowers");
|
|
(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
| (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, 6 March 2003, 19 December 2003, 17 December
2004 and 12
December 2005 (the "Facility
Agreement");
and
|
|
(B)
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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), 11 December 2007 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)
of the Facility Agreement 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 11
December 2008;
|
| 1.3 |
Clause
7.2(b)(iv) of the Facility Agreement 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 11 December 2008.
|
| 1.4 |
Clause
19.11 of the Facility Agreement shall be deleted in its entirety
and
replaced with:
|
The
report on Form 10-K for the period ending December 31, 2005, and the Report
on
Form 10-Q for the period ending September 30, 2006, 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 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;
|
| 2.2 |
a
legal opinion of the General Counsel and Secretary of the Guarantor
in a
form acceptable to the Lender;
|
| 2.3 |
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
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.
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SIGNED
FOR AND ON BEHALF OF:-
THE
LENDER
/s/
Stephen Barlow
| By: |
Stephen
Barlow, Senior Director
|
| Address: |
135
Bishopsgate
|
London
EC2M 3UR
United
Kingdom
Attention:
HARSCO
FINANCE B.V.
/s/
Salvatore D. Fazzolari
| By: |
Salvatore
D. Fazzolari, Director / Mark E. Kimmel,
Director
|
| Address: |
Wenckebachstraat
1, 1951 JZ Velsen-Noord, Postbus 83
|
1970
AB
Ijmudien
Netherlands
| Attention: |
Financial
Manager
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HARSCO
INVESTMENT LIMITED
/s/
M.
H. Cubitt
| By: |
M.H.
Cubitt, Director
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| Address: |
Harsco
House, Regent Park, 299 Kingston
Road
|
Leatherhead,
Surrey KT22 7SG
United
Kingdom
| Attention: |
M.R.G.
Hoad
|
HARSCO
CORPORATION
/s/
Salvatore D. Fazzolari
| By: |
Salvatore
D. Fazzolari, President, Chief Financial Officer &
Treasurer
|
| Address: |
P.O.
Box 8888
|
Camp
Hill, PA 17001-8888
| Attention: |
R.
G. Yocum
|