Exhibit 4(c)


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED
TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE
REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR
IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT
TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to the Company or its agents for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.


 


HARSCO CORPORATION


 


Form of 2.700% Senior Notes due 2015


 


	
  No.

  	
   

  	
   

  
	
  CUSIP No. 415864 AK3

  	
   

  	
  $250,000,000

  



 


Harsco Corporation, a corporation duly organized
and existing under the laws of Delaware (herein called the “Company,” which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS on October 15,
2015, and to pay interest thereon from September 20, 2010 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on April 15 (or the first Business Day thereafter if April 15
is not a Business Day) and October 15 (or the first Business Day
thereafter if October 15 is not a Business Day) in each year, commencing April 15,
2011, at the rate of 2.700% per annum on the basis of a 360-day year consisting
of twelve 30-day months, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the April 1 or October 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or 


 


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one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.


 


Payment of the principal of (and premium, if any)
and any such interest on this Security will be made at the office or agency of
the Company maintained for that purpose in New York City, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.


 


Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


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IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


Dated:


 


	
   

  	
  HARSCO CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Wells Fargo Bank, National Association, as Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  



 


(Signature Page to Global
Security)


 

















 


HARSCO CORPORATION


 


FORM OF 2.700% SENIOR NOTES DUE 2015


 


This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of September 20,
2010 (herein called the “Indenture”), between the Company and Wells Fargo Bank,
National Association, as Trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof.


 


The Securities of this series are subject to
redemption, 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 Securities 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 semiannual 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.


 


The Company will mail notice of any redemption to
holders of the Securities to be redeemed at their addresses, as shown in the
security register for the Securities, at least 30 days but not more than 60
days before the redemption date. The notice of redemption will specify, among
other items, the date fixed for redemption, the redemption price and the
aggregate principal amount of the Securities 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 Securities or portions thereof called for redemption. If less
than all of the Securities are to be redeemed, the Securities to be redeemed
shall be selected by lot by DTC, in the case of Securities 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 Securities that are not represented by a
global security.


 


For purposes of the optional redemption provisions
of the Securities, the following terms will be applicable:


 


“Treasury Rate” means, with respect to any
redemption date, the rate per annum equal to the semiannual 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 Securities 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 Securities.


 


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“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.


 


In the event of redemption or conversion of this
Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed or unconverted portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.


 


The Indenture provides that the Company may be
required to offer to purchase the Securities at a purchase price equal to 101%
of their principal amount, plus accrued and unpaid interest, upon the
occurrence of a Change of Control Triggering Event.


 


The Indenture contains provisions for defeasance at
any time of (1) the entire indebtedness of this Security or
(2) certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth
in the Indenture.


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities
of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of 


 


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this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee indemnity
reasonably satisfactory to the Trustee and the Trustee shall not have received
from the Holders of a majority in principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed or to convert
this Security as provided in the Indenture.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.


 


The Securities of this series are issuable only in
registered form without coupons in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.


 


No service charge shall be made for any such
registration of transfer or exchange, but the Company or the Security Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be 


 


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overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.


 


All terms used in this Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.


 


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