Exhibit 4(b)


 


HARSCO
CORPORATION


 


AND


 


WELLS FARGO
BANK, NATIONAL ASSOCIATION


 


as Trustee


 






 


FIRST
SUPPLEMENTAL INDENTURE


 


Dated as of September 20,
2010


 


to


 


Indenture


 


Dated as of September 20, 2010


 






 

















 


FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 20,
2010, between HARSCO CORPORATION, a Delaware corporation, and any successor
thereto (the “Company”), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).


 


Capitalized terms used herein and
not otherwise defined herein have the meanings assigned to those terms in the
Indenture unless otherwise indicated.


 


R E C I T A L S


 


WHEREAS, the Company executed and
delivered an indenture dated as of September 20, 2010 (the “Indenture”) between the Company and the Trustee;


 


WHEREAS, Section 9.1 of
the Indenture provides that the Company and the Trustee may enter into one or
more indentures supplemental to the Indenture, without the consent of any
Holders, to add, among other things, covenants and agreements of the Company to
be observed thereafter for the protection of the Holders of all or any series
of Securities and to establish the terms of any series of Securities;


 


WHEREAS, the Company desires
to issue one series of Securities, the 2.700% Senior Notes Due 2015 (the “Notes”); and


 


WHEREAS, all requirements necessary
to make this Supplemental Indenture a valid, binding and enforceable instrument
in accordance with its terms have been done and performed, and the execution
and delivery of this Supplemental Indenture have been duly authorized in all
respects.


 


NOW, THEREFORE, in
consideration of the covenants and agreements set forth herein, the parties
hereto hereby agree as follows:


 


ARTICLE I


TERMS
AND CONDITIONS


 


Section 1.1.  Terms and Conditions.  The terms and characteristics of the Notes
shall be as follows (the numbered clauses set forth below corresponding to the
lettered subsections of Section 3.1 of the Indenture, with terms used and
not defined herein having the meanings specified in the Indenture):


 


(a)                                  the title of the Notes shall be “2.700% Senior Notes due
2015” and the CUSIP for the Notes is 415864 AK3;


 


(b)                                 the aggregate principal amount of the Notes which may be
authenticated and delivered under the Indenture shall be limited to
$250,000,000; provided, however,
that such authorized aggregate principal amount may from time to time 


 


1

















 


be increased above such amount by a
resolution of the Board of Directors to such effect;


 


(c)                                  not applicable;


 


(d)                                 the date on which the principal of the Notes shall be
payable shall be October 15, 2015;


 


(e)                                  the Notes shall bear interest at the rate of 2.700% per
annum.  The Interest Payment Dates on
which such interest will be payable shall be April 15 and October 15
of each year, or the first business day thereafter if April 15 or October 15
is not a business day, commencing on April 15, 2010.  The regular record date for the determination
of Holders to whom interest is payable on any such Interest Payment Date shall
be the April 1 and October 1, as the case may be, (in each case,
whether or not a business day) immediately preceding the related Interest
Payment Date;


 


(f)                                    the principal of and any premium or interest on any Notes
shall be payable at the office or agency of the Company maintained for that
purpose at the Corporate Trust Office of the Trustee, currently located at
Wells Fargo Bank, National Association, 45 Broadway, 14th Floor, New York, New
York 10006, Attention: Corporate Trust Services — Administrator — Harsco
Corporation;


 


(g)                                 The Notes will be redeemable in whole or in part, at the
Company’s option, at any time and from time to time at a redemption price equal
to the greater of (i) 100% of the principal amount of the Notes to be
redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate as defined below, plus 20 basis points, plus
accrued interest thereon to the date of redemption.


 


“Treasury Rate” means, with respect
to any redemption date, the rate per annum equal to the semi-annual equivalent
yield to a maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount
equal to the Comparable Treasury Price for such redemption date).


 


“Comparable Treasury Issue” means
the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Notes.


 


2

















 


“Comparable Treasury Price” means,
with respect to any redemption date, (i) the average of four Reference
Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if
the trustee obtains fewer than six such Reference Treasury Dealer Quotations,
the average of all such Quotations, or (iii) if only one Reference Dealer
Quotation is received, such quotation.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints.


 


“Reference Treasury Dealer” means (i) Citigroup
Global Markets Inc. and RBS Securities Inc. and their successors, provided,
however, that if any of the foregoing ceases to be a primary U.S. Government
securities dealer in New York City (a “Primary Treasury Dealer”), the Company
will substitute another Primary Treasury Dealer and (ii) any other Primary
Treasury Dealers appointed by the Company.


 


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m., New York City time on the third
business day preceding such redemption date.


 


Notice of any redemption will be
mailed at least 30 days but not more than 60 days before the redemption date to
each holder of Notes to be redeemed.


 


Unless the Company defaults in
payment of the redemption price, on and after the redemption date, interest
will cease to accrue on the Notes or portions thereof called for redemption.


 


If less than all of the Notes then
outstanding are to be redeemed, the Notes to be redeemed shall be selected by
DTC (as defined below), in the case of Notes represented by a Global Security,
or by the Trustee by a method that the Trustee deems to be fair and
appropriate, in the case of Notes that are not represented by a Global
Security.


 


(h)                                 not applicable;


 


(i)                                     the Notes shall be issuable in denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000;


 


(j)                                     not applicable;


 


(k)                                  not applicable;


 


3

















 


(l)                                     not applicable;


 


(m)                               not applicable;


 


(n)                                 the Notes shall be subject to Sections 13.2 (Defeasance) and
13.3 (Covenant Defeasance) of the Indenture;


 


(o)                                 (a) the Notes shall be issued in the form of one or
more Global Securities; (b) the Depositary for such Global Securities
shall be The Depository Trust Company (“DTC”); and (c) the procedures with
respect to transfer and exchange of Global Securities shall be as set forth in
the Indenture;


 


(p)                                 not applicable;


 


(q)                                 Covenants of the Company


 


(i) Change of Control Offer


 


If a Change of Control Triggering
Event (as defined below) occurs, unless the Company has exercised its option to
redeem the Notes in accordance with Section 1.1(g) above, the Company
shall be required to make an offer (a “Change of Control Offer”) to each Holder
of the Notes to repurchase all or any part (equal to $2,000 or integral
multiples of $1,000 in excess thereof) of that Holder’s Notes on the terms set
forth in the Notes.  In a Change of
Control Offer, the Company shall be required to offer payment in cash equal to
101% of the aggregate principal amount of Notes repurchased, plus accrued and
unpaid interest, if any, on the Notes repurchased to, but not including, the
date of repurchase (a “Change of Control Payment”). Within 30 days
following any Change of Control Triggering Event or, at the Company’s option,
prior to any Change of Control (as defined below), but after public announcement
of the transaction that constitutes or may constitute the Change of Control, a
notice shall be mailed to Holders of the Notes describing the transaction that
constitutes or may constitute the Change of Control Triggering Event and
offering to repurchase such Notes on the date specified in the applicable
notice, which date shall be no earlier than 30 days and no later than
60 days from the date such notice is mailed (a “Change of Control Payment
Date”). The notice shall, if mailed prior to the date of consummation of the
Change of Control, state that the Change of Control Offer is conditioned on the
Change of Control Triggering Event occurring on or prior to the applicable
Change of Control Payment Date.


 


On each Change of Control Payment
Date, the Company shall, to the extent lawful:


 


(A) accept
for payment all Notes or portions of Notes properly tendered pursuant to the
applicable Change of Control Offer;


 


4

















 


(B) deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and


 


(C) deliver
or cause to be delivered to the Trustee the Notes properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes
or portions of Notes being repurchased.


 


The Company shall not be required to
make a Change of Control Offer upon the occurrence of a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by
the Company and the third party purchases all Notes properly tendered and not
withdrawn under its offer. In addition, the Company shall not repurchase any
Notes if there has occurred and is continuing on the Change of Control Payment
Date an Event of Default, other than a default in the payment of the Change of
Control Payment upon a Change of Control Triggering Event.


 


The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act, and any other
securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control Triggering Event. To the extent that the provisions
of any such securities laws or regulations conflict with the Change of Control
Offer provisions of the Notes, the Company shall comply with those securities
laws and regulations and shall not be deemed to have breached its obligations
under the Change of Control Offer provisions herein by virtue of any such
conflict.


 


(ii) Limitations on Liens


 


The Company will not at any time
create, incur, assume or guarantee, and will not cause, suffer or permit a
Restricted Subsidiary (as defined below) to create, incur, assume or guarantee,
any Secured Debt (as defined below) without making effective provision (and the
Company covenants that in such case it will make or cause to be made effective
provision) whereby the Securities then outstanding and any other indebtedness
of or guaranteed by the Company or such Restricted Subsidiary then entitled
thereto, subject to applicable priorities of payment, shall be secured by the
Security Interest (as defined below) or guaranty securing such Secured Debt
equally and ratably with (or, at the Company’s option, prior to) any and all
other obligations and indebtedness thereby secured, so long as any such Secured
Debt remains outstanding, provided, however, that the foregoing covenants shall
not be applicable to the following:


 


(A)  (1) Any
Security Interest upon any property hereafter acquired or constructed by the
Company or a Restricted Subsidiary and created 


 


5

















 


contemporaneously with, or within 12
months after, such acquisition or construction to secure or provide for the
payment of all or any part of the purchase price of such property or the cost
of construction thereof, as the case may be; or (2) the acquisition of
property subject to any Security Interest upon such property existing at the
time of acquisitions thereof, whether or not the obligation secured thereby is
assumed by the Company or such Restricted Subsidiary; or (3) any Security
Interest existing on the property or on the outstanding shares of indebtedness
of a corporation at the time such corporation shall become a Restricted
Subsidiary or arising after such corporation becomes a Restricted Subsidiary
pursuant to contractual commitments entered into prior to and not in
contemplation of such corporation becoming a Restricted Subsidiary; or (4) any
Security Interest on property of a corporation (x) existing at the time
such corporation is merged into or consolidated with the Company or a
Restricted Subsidiary, (y) existing at the time of a sale, lease or other
disposition of the properties of a corporation or firm as an entirety or
substantially as an entirety to the Company or a Restricted Subsidiary, or (z) arising
after a transaction described in (x) or (y) of this clause (4) pursuant
to contractual commitments entered into prior to and not in contemplation of
such transaction; provided in each case that any such Security Interest does
not attach to or affect property owned by the Company or a Restricted
Subsidiary prior to such acquisition or construction (except the real property
on which any property so constructed is physically located, in the case of any
such construction) or to other property thereafter acquired or constructed
other than additions to such acquired or constructed property; or


 


(B)   Mechanics’,
materialmen’s, carriers’ or other like liens, arising in the ordinary course of
businesses; or


 


(C)   Any
Security Interest arising by reason of deposits with, or the giving of any form
of security to, any governmental agency or any body created or approved by law
or governmental regulations as a condition to the transaction of any business,
or the exercise of any privilege or license; or


 


(D)  Liens
of taxes or assessments for the then current year not at the time due, or the
liens of taxes or assessments already due but the validity of which is being
contested in good faith and against which adequate reserves have been
established; or


 


(E)   Judgment
liens, so long as the finality of such judgment is being contested in good
faith and execution thereon is stayed; or


 


6

















 


(F)   Leases,
and, so long as the rent secured thereby is not in default, landlords’ liens on
fixtures and movable property located on premises leased in the ordinary course
of business; or


 


(G) Security Interests arising
in connection with contracts with or made at the request of the United States
of America or any department or agency thereof, insofar as such Security
Interests relate to property manufactured, installed or constructed by or to be
supplied by, or property furnished to, the Company or a Restricted Subsidiary
pursuant to, or to enable the performance of such contracts, or property the
manufacture, installation, construction or acquisition of which is financed by
the United States of America or any department or agency thereof pursuant to,
or to enable the performance of, such contracts; or


 


(H) Security Interests in
property of the Company or a Restricted Subsidiary in factor of the United
States of America or any state thereof or any foreign government, or any
department, agency or instrumentally or political subdivision of any thereof,
to secure partial progress, advance or other payments pursuant to any contract
or statute or to secure any indebtedness incurred for the purpose of financing
all or any part of the purchase price or the cost of construction of the
property subject to such Security Interests; or


 


(I)    Any
Security Interest in favor of the United States of America, or any state,
country or local government, or to any agency thereof, in connection with the
financing of a Principal Property (as defined below) (including without
limitation, any such Principal Property designed primarily for the purpose of
pollution control), and any transfers of title to any such Principal Property
or Security Interest in any such Principal Property, in favor of such
government or governmental agency in each case as are necessary or appropriate
to permit the acquisition, construction, attachment or removal of such
Principal Property; provided that such transfer of title and the lien of any
such Security Interest does not apply to any other assets now or hereafter
owned by the Company or any Restricted Subsidiary; or


 


(J)    Any
extension, renewal or replacement (or successive extensions, renewals or replacements)
in whole or in part of any Security Interest referred to in the foregoing
subparagraphs (A) through (I), inclusive, provided that the principal
amount of Secured Debt secured thereby shall not exceed the principal amount
outstanding at the time of such extension, renewal or replacement, and that
such extension, renewal or replacement shall be limited to the property which
secured the Security Interest so extended, renewed or replace and additions to
such property.


 


Notwithstanding the foregoing provisions,
the Company and any one or more Restricted Subsidiaries may issue, assume or
guarantee Secured Debt which 


 


7

















 


would otherwise be subject to the
foregoing restrictions in an aggregate amount which, together with all other
Secured Debt of the Company and its Restricted Subsidiaries which would
otherwise be subject to the foregoing restrictions (not including Secured Debt
permitted to be secured under subparagraphs (A) through (I), inclusive,
above) and the aggregate value of the Sale and Leaseback Transactions in
existence at such time (not including Sale and Leaseback Transactions the
proceeds of which have been or will be applied in accordance with subparagraph (B) of
Section 1.1(q)(iii) below), does not at the time exceed 10% of
Consolidated Net Tangible Assets (as defined below).


 


(iii) Limitations on Sale and
Leaseback Transactions


 


The Company will not, and will not
permit any Restricted Subsidiary to, engage in any Sale and Leaseback
Transaction (as defined below), unless:


 


(A) the Company or such
Restricted Subsidiary would be entitled, pursuant to the provisions of Section 1.1(q)(ii) hereof
(without reference to subparagraphs (A) through (J) thereof), to
incur Secured Debt equal in amount to the amount realized or to be realized
upon such sale or transfer secured by a Security Interest on the property to be
leased without equally and ratably securing the Securities; or


 


(B) the Company or a Restricted
Subsidiary shall apply, within 120 days after such sale or transfer, an amount
equal to the value of the property so leased to (1) the purchase or
construction of properties, facilities or equipment used for operating purposes
or (2) the retirement of other Funded Debt (as defined below) of the Company
or of any Restricted Subsidiary (other than any Funded Debt owed to the Company
or any Restricted Subsidiary); provided, however, that the amount to be applied
to the retirement of Funded Debt of the Company shall be reduced by the sum of (x) the
principal amount of any Securities delivered within 120 days after such sale or
transfer to the Trustee for retirement and cancellation and (y) the
principal amount of Funded Debt, other than Securities, voluntarily retired by
the Company within 120 days after such sale or transfer.  Notwithstanding the foregoing, no retirement
of Funded Debt pursuant to clause (B)(2) of this Section 1.1(q)(iii) may
be effected by payment at maturity or pursuant to any mandatory sinking fund
payment or any mandatory prepayment provision.


 


The term “value” shall mean with
respect to a Sale and Leaseback Transaction, as of any particular time, the
amount equal to the greater of (x) the net proceeds of the sale of the
property leased pursuant to such Sale and Leaseback Transaction or (y) the
fair value of such property at the time of entering into such Sale and
Leaseback Transaction, as determined by the Board of Directors, in either case
divided first by the number of full years of such term remaining at the time of



 


8

















 


determination, without regard to any
renewal or extension options contained in the lease.


 


(iv) Limitations on Transfer of
a Principal Property to an Unrestricted Subsidiary


 


The Company will not itself, and
will not permit any Restricted Subsidiary to, transfer (whether by merger,
consolidation or otherwise) any Principal Property to any Unrestricted
Subsidiary (as defined below), unless it shall, within 120 days of the
effective date of such transfer, apply an amount equal to the fair value of
such property at the time of such transfer, as determined by the Board of
Directors, to (A) the purchase or construction of properties, facilities
or equipment used for operating purposes or (B) the retirement of other
Funded Debt of the Company or of any Restricted Subsidiary (other than any
Funded Debt owed to the Company or any Restricted Subsidiary); provided,
however, that the amount to be applied to the retirement of Funded Debt of the
Company shall be reduced by the sum of (x) the principal amount of any
Securities delivered within 120 days after such sale or transfer to the Trustee
for retirement and cancellation and (y) the principal amount of Funded
Debt, other than Securities, voluntarily retired by the Company within 120 days
after such sale or transfer. 
Notwithstanding the foregoing, no retirement of Funded Debt pursuant to
clause (B) of this Section 1.1(q)(iv) may be effected by payment
at maturity or pursuant to any mandatory sinking fund payment or any mandatory
prepayment provisions.


 


(v) Definitions


 


For purposes of this Section 1.1(q):


 


“Change of
Control” shall mean the occurrence of any of the following: (i) the direct
or indirect sale, lease, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or more series of related
transactions, of all or substantially all of the Company’s assets and the
assets of the Company’s Subsidiaries, taken as a whole, to any Person (as
defined below), other than the Company or one of the Company’s Subsidiaries (as
defined below); (ii) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that
any Person becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the
Company’s outstanding Voting Stock (as defined below) or other Voting Stock
into which the Company’s Voting Stock is reclassified, consolidated, exchanged
or changed, measured by voting power rather than number of shares; (iii) the
Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the Company’s outstanding Voting
Stock or the Voting Stock of such other Person is converted into or exchanged
for cash, securities or other property, other than any


 


9
















 


such transaction where the shares of
the Company’s Voting Stock outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the Voting
Stock of the surviving Person or any direct or indirect parent company of the
surviving Person immediately after giving effect to such transaction; (iv) the
first day on which a majority of the members of the Company’s Board of
Directors are not Continuing Directors (as defined below); or (v) the
adoption of a plan relating to the Company’s liquidation or dissolution. The
term “Person,” as used in this definition, has the meaning given thereto in Section 13(d)(3) of
the Exchange Act.  Notwithstanding the
foregoing, a transaction will not be deemed to involve a Change of Control if (i) the
Company becomes a direct or indirect wholly-owned subsidiary of a holding
company and (ii)(A) the direct or indirect holders of the Voting Stock of
such holding company immediately following that transaction are substantially
the same as the holders of the outstanding Voting Stock of the Company
immediately prior to that transaction or (B) immediately following that
transaction no person (other than a holding company satisfying the requirements
of this sentence) is the beneficial owner, directly or indirectly, of more than
50% of the Voting Stock of such holding company.


 


“Change of
Control Triggering Event” means the occurrence of both a Change of Control and
a Rating Event.


 


“Consolidated
Net Tangible Assets” means the aggregate amount of assets (less applicable
reserves and other property deductible items) after deducing therefrom (A) all
current liabilities (excluding any constituting Funded Debt by reason of such
Funded Debt being renewable or extendible) and (B) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expenses and other like
intangibles, all as set forth on the most recent balance sheet of the Company
and its consolidated Subsidiaries and computed in accordance with generally
accepted account principles.


 


“Continuing
Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (A) was a member of such Board of Directors on the
date the Notes were issued or (B) was nominated for election, elected or
appointed to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination, election or appointment (either by a specific vote or by
approval of the Company’s proxy statement in which such member was named as a
nominee for election as a director, without objection to such nomination).


 


“Fitch”
means Fitch, Inc., and its successors.


 


“Funded
Debt” means all indebtedness for money borrowed having a maturity of more than
one year from the date of the most recent balance sheet of the 


 


10

















 


Company and its consolidated
Subsidiaries or having a maturity of less than one year but by its terms being
renewable or extendible beyond one year from the date of such balance sheet at
the option of the borrower.


 


“Investment
Grade” means a rating equal to or higher than BBB- (or the equivalent) by
Fitch, Baa3 (or the equivalent) by Moody’s (as defined below) and BBB- (or the
equivalent) by S&P (as defined below), and the equivalent investment grade
credit rating from any replacement rating agency or rating agencies selected by
the Company.


 


“Moody’s”
means Moody’s Investors Service, Inc., and its successors.


 


“Principal
Property” means any manufacturing plant or manufacturing facility, warehouse,
office building or other operating facility located within the United States,
and any equipment located in any such plant or facility (together with the land
on which such plant or facility is erected and fixtures comprising a part of
such plant or facility), owned or leased by the Company or by one or more of
the Company’s Restricted Subsidiaries on or acquired or leased by the Company
or by one or more of the Company’s Restricted Subsidiaries after September 20,
2010, other than any such principal property that the Company’s Board of
Directors declares not to be of material importance to the overall business
that the Company and its Restricted Subsidiaries conduct, taken as a whole.


 


“Rating
Agencies” means (A) each of Fitch, Moody’s and S&P; and (B) if
any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a
rating of the Notes publicly available for reasons outside of the Company’s
control, a “nationally recognized statistical rating organization” within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected
by the Company (as certified by a resolution of the Company’s Board of
Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of
them, as the case may be.


 


“Rating
Event” means a decrease in the ratings of the Notes below Investment Grade by
at least two of the three Rating Agencies on any date from the date that is 60
days prior to the date of the first public notice of an arrangement that could
result in a Change of Control until the end of the 60-day period following the
consummation of such Change of Control (which period shall be extended so long
as the rating of the Notes is under publicly announced consideration for
possible downgrade by any of the Rating Agencies).


 


“Restricted
Subsidiary” means (A) any Subsidiary (as defined below) other than an
Unrestricted Subsidiary and (B) any Subsidiary which was an Unrestricted
Subsidiary but which, subsequent to the date hereof, is designated by the Company
(by certified resolution of the Board of Directors delivered to the Trustee) to
be a Restricted Subsidiary; provided, however, that the Company may 


 


11

















 


not designate any such Subsidiary to
be a Restricted Subsidiary if the Company would thereby breach any covenant or
agreement herein contained.


 


“Sale and
Leaseback Transaction” means any sale or transfer made by the Company or one or
more Restricted Subsidiaries (except a sale or transfer made to the Company or
one or more Restricted Subsidiaries) of any Principal Property which has been
in full operation for more than 120 days prior to such sale or transfer, if
such sale or transfer is made with the intention of, or as part of an
arrangement involving, the lease of such Principal Property to the Company or a
Restricted Subsidiary (except a lease for a period not exceeding 36 months,
made with the intention that the use of the leased Principal Property by the
Company or such Restricted Subsidiary will be discontinued on or before the
expiration of such period).


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.


 


“Secured
Debt” means any indebtedness for money borrowed by the Company or a Restricted
Subsidiary, and any other indebtedness of the Company or a Restricted
Subsidiary on which by the terms of such indebtedness interest is paid or
payable (other than indebtedness owned by a Restricted Subsidiary to the
Company, by a Restricted Subsidiary to another Restricted Subsidiary or by the
Company to a Restricted Subsidiary), which in any such case is by its terms
secured by (A) a Security Interest in any Principal Property or (B) a
Security Interest in any shares of stock or indebtedness of a Restricted
Subsidiary or (C) in the case of any such indebtedness of the Company, a
guaranty by any Restricted Subsidiary.


 


“Security
Interest” means any mortgage, pledge, lien, encumbrance or other security
interest which secures payment or performance of an obligation.


 


“Subsidiary”
means any corporation of which the Company, or the Company and one or more
Subsidiaries, or any one or more Subsidiaries, directly or indirectly owns or
own voting securities entitling the holders thereof to elect a majority of the
directors, either at all times or so long as there is no default or contingency
which permits the holders of any other class or classes of securities to vote
for the election of one or more directors.


 


“Unrestricted
Subsidiary” means (A) any Subsidiary acquired or organized after the date
hereof, provided, however, that such Subsidiary is not a successor, directly or
indirectly, to any Restricted Subsidiary, (B) any Subsidiary the principal
business and assets of which are located outside the United States of America,
its territories and possessions and (C) any Subsidiary substantially all
the assets of which consist of stock or other securities of a Subsidiary or
Subsidiaries of the character described in clauses (A) and (B) of
this paragraph, in 


 


12

















 


each case unless and until any such
Subsidiary shall have been designated to be a Restricted Subsidiary pursuant to
clause (B) of the definition of “Restricted Subsidiary.”


 


“Voting
Stock” means, with respect to any specified “Person” (as that term is used in Section 13(d)(3) of
the Exchange Act) as of any date, the capital stock of such Person that is at
the time entitled to vote generally in the election of the board of directors
of such Person.


 


(r)                                    not applicable.


 


ARTICLE II


MISCELLANEOUS


 


Section 2.1.  Effect of Supplemental
Indenture.  Upon the execution
and delivery of this Supplemental Indenture by the Company and the Trustee, the
Indenture shall be modified in accordance herewith, and this Supplemental
Indenture shall form a part of the Indenture for all purposes; and every Holder
of Securities heretofore or hereafter authenticated and delivered under the
Indenture shall be bound thereby.


 


Section 2.2.   Indenture
Remains in Full Force and Effect.  Except
as supplemented and amended hereby, all provisions in the Indenture shall
remain in full force and effect.


 


Section 2.3.  Indenture and Supplemental
Indenture Construed Together.  This
Supplemental Indenture is an indenture supplemental to and in implementation of
the Indenture, and the Indenture and this Supplemental Indenture shall
henceforth be read and construed together.


 


Section 2.4.  Confirmation of
Indenture.  The Indenture, as
supplemented and amended by this Supplemental Indenture, is in all respects
confirmed and ratified.


 


Section 2.5.  Conflict with Trust Indenture
Act.  If any provision of this
Supplemental Indenture limits, qualifies or conflicts with another provision
hereof which is required to be included in this Supplemental Indenture by any
of the provisions of the Trust Indenture Act, such required provision shall
control.


 


Section 2.6.  Separability.  In case any one or more of the
provisions contained in this Supplemental Indenture shall be invalid, illegal
or unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 2.7.  Successors and Assigns.  All agreements in this
Supplemental Indenture shall be binding upon and inure to the benefit of the
respective successors and assigns of the Company and the Trustee.


 


13

















 


Section 2.8.  Certain Duties and
Responsibilities of the Trustee.  In
entering into this Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee, whether or
not elsewhere herein so provided.  The
Trustee, for itself and its successor or successors, accepts the terms of the
Indenture as amended by this Supplemental Indenture, and agrees to perform the
same, but only upon the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, which terms and provisions shall
in like manner define and limit its liabilities and responsibilities in the
performance of the trust created by the Indenture.  The Trustee makes no representations as to
the validity or sufficiency of this Supplemental Indenture other than as to the
validity of its execution and delivery by the Trustee.  The recitals and statements herein are deemed
to be those of the Company and not of the Trustee.


 


Section 2.9.  Governing Law.  This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York, without regard to conflicts of laws principles thereof.


 


Section 2.10.  Counterparts.  This Supplemental Indenture may be
executed in two or more counterparts, which when so executed shall constitute
one and the same agreement. The exchange of copies of this Supplemental
Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Supplemental Indenture as
to the parties hereto and may be used in lieu of the original Supplemental
Indenture for all purposes. Signatures of the parties hereto transmitted by
facsimile or PDF shall be deemed to be their original signatures for all
purposes.


 


[Signature
Page to Follow]


 


14

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture to be duly executed, as
of the day and year first written above.


 


 


	
   

  	
  HARSCO CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark E. Kimmel

  
	
   

  	
   

  	
  Name: 

  	
  Mark E. Kimmel

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President, Chief 

  
	
   

  	
   

  	
   

  	
  Administrative Officer, General 

  
	
   

  	
   

  	
   

  	
  Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL 

  
	
   

  	
  ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Reed

  
	
   

  	
   

  	
  Name: 

  	
  Martin Reed

  
	
   

  	
   

  	
  Title: 

  	
  Vice President