WWW.EXFILE.COM, INC. -- 888-775-4789 -- HARSCO CORP. -- EXHIBIT 10(a)(x) TO FORM 10-K


    EXHIBIT 10(a) (x)

    


    THIS AMENDING AGREEMENT is
made the tenth day of  December 2009

    


    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)

            	
              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
      (subsequently reduced to US$30,000,000) credit facility dated 15 December
      2000, as amended by side letters dated 19 December 2001, 6 March 2003, 19
      December 2003, 17 December 2004, 12 December 2005, 8 December 2006, 31
      January 2008, 8 December 2008 and 22 December 2008 (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:

    


    
      	
               
      

            	
              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), 10 December 2010 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 9
      December 2011;

            


    

    


    
      	
              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 9 December 2011.

            


    

    


    
      	
              1.4  

            	
              Clause 12.1(a) of the
      Facility Agreement shall be deleted in its entirety and replaced
      with:

            


    

    


    
      	
            	
              (a)  

            	
              The
      Guarantor shall pay to the Lender a commitment fee in Dollars computed at
      the rate of 0.600 per cent. per annum on the Available Commitment from day
      to day during the Availability
Period.

            


    

    


    
      	
               
      

            	
              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
      legal opinion from the in house legal advisers to Harsco Finance B.V. in
      the Netherlands in a form acceptable to the
  Lender;

            


    

    


    
      	
              2.4

            	
              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$67,500.

    


    
      	
              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.

            


    

    


    
      	
              5.4  

            	
              This
      Amending Agreement is a Finance
Document.

            


    

    


    SIGNED
FOR AND ON BEHALF OF:

    


    THE
LENDER

    


    
      	
              By: 

            	
              Ray
      Kinghorn

            


    

    
      	
              Address: 

            	
              135
      Bishopsgate, London EC2M 3UR

            


    

    
      	
              Attention: 

            	
              Ray
      Kinghorn

            


    

    


    HARSCO
FINANCE B.V.

    


    
      	
              By: 

            	
              M.H.
      Cubitt, Director

            


    

    
      	
              Address: 

            	
              Wenckebachstraat
      1

              
                1951
      JZ Velsen-Noord, Postbus 83

                1970
      AB Ijmudien

                Netherlands

              

            


    

     

    Attention:

    


    HARSCO
INVESTMENT LIMITED

    


    
      	
              By: 

            	
              M.H.
      Cubitt, Director

            


    

    
      	
              Address: 

            	
              Harsco
      House

              
                Regent
      Park, 299 Kingston Road

                Leatherhead,
      Surrey KT22 7SG

                England

              

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Attention:

    


    HARSCO
CORPORATION

    


    
      	
              By: 

            	
              Richard
      M. Wagner, Vice President  &
Controller

            


    

    
      	
              Address: 

            	
              350
      Poplar Church Road

              Camp Hill, PA 17011

            


    

     

    Attention: