FIRST SUPPLEMENTAL INDENTURE



 


Exhibit 4.2














HARSCO CORPORATION,




THE CHASE MANHATTAN BANK

(NATIONAL ASSOCIATION),




AND




CHEMICAL BANK













FIRST SUPPLEMENTAL INDENTURE




Dated as of April 12, 1995




(Supplemental to Indenture dated as of May 1, 1985)













Debt Securities














 







 




     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of the 12th day of April,
1995, is between Harsco Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Company”), The
Chase Manhattan Bank (National Association), a national banking association
duly organized and existing under the laws of the United States (the “Resigning
Trustee”) and Chemical Bank, a banking corporation duly organized and existing
under the laws of the State of New York (the “Trustee”).




W I T N E S S E T H:



     WHEREAS, the Company has heretofore executed and delivered to the
Resigning Trustee an Indenture dated as of May 1, 1985 (the “Indenture”);



     WHEREAS, pursuant to Section 303 of the Indenture, the Resigning Trustee
had duly authenticated and delivered on May 15, 1991, $100,000,000 8-3/4% 1991
Notes due May 15, 1996, $90,000,000 of which are outstanding as of the
effective date hereof.



     WHEREAS, pursuant to Section 303 of the Indenture, the Resigning Trustee
had duly authenticated and delivered on September 20, 1993, $150,000,000 6%
Notes due September 15, 2003, all of which are outstanding as of the effective
date hereof.



     WHEREAS, by letter dated November 29, 1994, the Resigning Trustee resigned
as trustee, paying agent and security registrar under the Indenture, such
resignation to become effective upon acceptance of appointment by a successor
trustee;



     WHEREAS, Section 901(8) of the Indenture provides that, without the
consent of any Holders of the Securities of any series, the Company, when
authorized by its Board Resolution, and the trustee under the Indenture may
enter into an indenture supplemental thereto to evidence and provide for the
acceptance of appointment of a successor trustee with respect to Securities of
one or more series;



     WHEREAS, the Company is entering into this First Supplemental Indenture to
appoint Chemical Bank as successor trustee, paying agent and security registrar
under the Indenture, to evidence and provide for the acceptance of such
appointment by Chemical Bank, and to add provisions for defeasance of any
series of Securities issued after effectiveness of this First Supplemental
Indenture provided that the terms of the Securities of such series permit such
defeasance;



     WHEREAS, Section 902 of the Indenture provides that, with the consent of
the Holders of not less than 66-2/3% in principal amount of the Outstanding
Securities of each series affected thereby, the Company, when authorized by its
Board Resolution, and the trustee under the Indenture may enter into an
indenture supplemental thereto for the purpose of adding any provisions to the
Indenture;



     WHEREAS, the provisions regarding defeasance to be added will not affect
any Outstanding Securities and therefore the consent of the Holders of the
Outstanding Securities is not required;

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     WHEREAS, the Company represents that all acts and things necessary to
constitute this First Supplemental Indenture a valid, binding and enforceable
instrument have been done and performed, and the execution of this First
Supplemental Indenture has in all respects been duly authorized, and the
Company, in the exercise of legal right and power in it vested, is executing
this First Supplemental Indenture; and



     WHEREAS, the Company has heretofore delivered or is delivering
contemporaneously herewith to the Resigning Trustee and the Trustee (i) a copy
of the resolution of its Board of Directors certified by its Secretary or an
Assistant Secretary authorizing the execution of this First Supplemental
Indenture, and (ii) an Officers’ Certificate and an Opinion of Counsel each
stating that the execution and delivery of this First Supplemental Indenture
comply with the provisions of Article Nine of the Indenture, and that all
conditions precedent provided for in the Indenture to the execution and
delivery of this First Supplemental Indenture have been complied with;



     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other valuable consideration, the receipt
whereof is hereby acknowledged, the parties have executed and delivered this
First Supplemental Indenture and the Company covenants and agrees with the
Trustee for the equal and proportionate benefit of the respective holders, from
time to time, of the Securities, as follows:



     Section 1. Definitions. (a) For all purposes of this First Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires, the terms used herein shall have the meanings assigned to
them in the Indenture.



          (b) For all purposes of this First Supplemental Indenture and the
Indenture, as supplemented by this First Supplemental Indenture, the following
terms shall have the following meanings:





		
	 	     “Corporate Trust Office” means the principal office of the
Trustee in New York, New York at which at any particular time its
corporate trust business shall be administered, which office at
the date hereof is located at 450 West 33rd Street New York, New
York 10001, Attention: Corporate Trust Administration.





		
	 	     “U.S. Government Securities” as used in Section 403 means
securities that are (i) direct obligations of the United States of
America for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States
of America, the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United
States of America, which, in either case under clauses (i) or
(ii), are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a
bank or trust company as custodian with respect to any such U.S.
Government Security or a specific payment of interest on or
principal of any such U.S. Government Security held by such
custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the
holder of such depository receipt



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	 	from any amount received by the custodian in respect of the
U.S. Government Security evidenced by such depository receipt.



     Section 2. Acceptance of Resignation; Appointment of Trustee, Paying
Agent and Registrar. The Company hereby accepts the resignation of the
Resigning Trustee as trustee, paying agent and security registrar and appoints
Chemical Bank as trustee, paying agent and security registrar under the
Indenture, to succeed to, and hereby vests Chemical Bank with, all the rights,
powers and trusts of Resigning Trustee under the Indenture with like effect as
if originally named as trustee, paying agent and security registrar in the
Indenture.



     Section 3. Representations, Warranties and Agreements of the Company.
(a) The Company hereby represents and warrants that the Company is not, and
upon the effectiveness of this First Supplemental Indenture, will not be, in
default in the performance or observance of any of the covenants or conditions
of the Indenture and that no Event of Default has occurred or is continuing.



          (b) The Company hereby agrees that, promptly after the effective date of
this First Supplemental Indenture, it will cause a notice, substantially in the
form of Exhibit A annexed hereto, to be sent to each Holder of the Securities
in accordance with the provisions of Section 6.10(f) of the Indenture.



     Section 4. Concerning the Trustee. (a) The Trustee accepts the trusts of
the Indenture as supplemented by this First Supplemental Indenture and agrees
to perform the same, but only upon the terms and conditions set forth in the
Indenture, as supplemented by this First Supplemental Indenture, with like
effect as if originally named as trustee under the Indenture.



          (b) The Trustee hereby accepts its appointment as paying agent and
security registrar under the Indenture and accepts the rights, powers, duties
and obligations of the Resigning Trustee in its capacity as paying agent and
security registrar under the Indenture, upon the terms and conditions set forth
in the Indenture, as supplemented by this First Supplemental Indenture, with
like effect as if originally named as paying agent and security registrar in
the Indenture.



          (c) Without limiting the generality of the foregoing, the Trustee assumes
no responsibility for the correctness of the recitals herein contained, which
shall be taken as the statements of the Company.



     Section 5. Modifications to the Provisions of Section 301. Subsection
(10) of Section 301 of the Indenture is hereby amended to read as follows:





		
	 	     (10) the application, if any, of Section 401(B) or 403 herein
to the Securities of the series; and



     Section 6. Modifications to the Provisions of Section 402. Section 402
of the Indenture is hereby amended to read as follows:



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	 	     SECTION 402. Application of Trust Money.





		
	 	     Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Sections
401 or 403 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for the payment of which such money
has been deposited with the Trustee.



     Section 7. Additions to Article Four. Article Four of the Indenture is
hereby amended to add the following provisions after Section 402:





		
	 	     SECTION 403. Covenant Defeasance of Securities of Any Series.





		
	 	     If this Section 403 is specified as contemplated by Section
301 to be applicable to the Securities of any series, then the
Company shall cease to be under any obligation to comply with any
term, provision or condition of any covenant specified as
contemplated by Section 301 with respect to Securities of such
series at any time after the applicable conditions set forth below
have been satisfied:





		
	 	     (1)(a) the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of such series (i) money
in the currency in which such Securities are payable in an amount,
or (ii) U.S. Government Securities which through the payment of
interest and principal in respect thereof in accordance with their
terms will provide, not later than one day before the due date of
any payment, money in the currency in which such Securities are
payable in an amount, or (iii) a combination of (i) and (ii),
sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and
discharge each installment of principal (including mandatory
sinking fund payments) of, and premium (not relating to redemption
at the option of the Company unless prior to such deposit the
Company shall have given notice of its election to exercise such
option), if any, and interest on, the Outstanding Securities of
such series on the dates such installments of principal of, and
premium (not relating to redemption at the option of the Company
unless prior to such deposit the Company shall have given notice
of its election to exercise such option), if any, or interest are
due; or





		
	 	     (b) the Company has properly fulfilled such other means of
defeasance as is specified to be applicable to the Securities of
such series;





		
	 	     (2) the Company has paid or caused to be paid all other sums
payable with respect to the Securities of such series at the time
outstanding;



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	 	     (3) such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by
which it is bound;





		
	 	     (4) no Event of Default or event which, after notice or lapse
of time or both, would become an Event of Default shall have
occurred and be continuing on the date of such deposit;





		
	 	     (5) the Company has delivered to the Trustee an Opinion of
Counsel to the effect that the trust resulting from the deposit,
defeasance and discharge under this Section 403 will not
constitute, or is qualified as, a regulated Investment company
under the Investment Company Act of 1940; and





		
	 	     (6) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel each stating that all
conditions precedent herein provided for relating to the
defeasance of the covenants referred to in this Section 403 with
respect to Securities of any such series at the time outstanding
have been complied with.





		
	 	     Notwithstanding the discharge and defeasance of any term,
provision or condition of any covenant specified as contemplated
by Section 301 with respect to Securities of any series at the
time outstanding, all other obligations of the Company in this
Indenture including, without limitation, the Company’s primary
Liability for the payment of the principal (including mandatory
sinking fund payments) of, and premium, if any, and interest on
all Securities of such series shall survive until the payment of
all such principal, premium, if any and interest has been made.





		
	 	     SECTION 404. Reinstatement.





		
	 	     If the Trustee is unable to apply any money or U.S.
Government Securities in accordance with Section 403 by reason of
any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations
under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section
403 until such time as the Trustee is permitted to apply all such
money or U.S. Government Securities in accordance with Section
403.



     Section 8. Effectiveness of this First Supplemental Indenture. This
First Supplemental Indenture shall become effective as of the opening of
business on the date first above written.



     Section 9. Further Assurances. The Company and the Resigning Trustee
hereby agree to execute and deliver such further instruments and shall do such
other things as the Trustee may reasonably request so as to more fully vest in
Chemical Bank all the rights, powers and trusts hereby assigned, transferred
and delivered to Chemical Bank, as trustee paying agent and security registrar
under the Indenture.



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     Section 10. Miscellaneous. (a) Except as hereby expressly amended, the
Indenture is in all respects ratified and confirmed and all the terms,
provisions and conditions thereof shall be and remain in full force and effect.



          (b) Without limiting the generality of the foregoing, nothing contained
herein shall be construed to limit or terminate the Company’s obligation to
indemnify the Resigning Trustee to the extent required by Section 607(3) of the
Indenture.



          (c) All the covenants, stipulations, promises and agreements in this First
Supplemental Indenture contained by or on behalf of the Company shall bind its
successors and assigns, whether so expressed or not.



          (d) This First Supplemental Indenture shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
governed by and construed in accordance with the laws of said State.



          (e) If any provision of the Indenture as supplemented by this First
Supplemental Indenture limits, qualifies or conflicts with a provision of the
Trust Indenture Act that is required under such Act to be a part of or govern
the Indenture, such latter provision shall control. If any provision of the
Indenture, as supplemented by this First Supplemental Indenture, modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to the Indenture as so
modified or to be excluded, as the case may be.



          (f) The titles and headings of the sections of this First Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the
terms or provisions hereof.



          (g) This First Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.



          (h) In case any provision in this First Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof or of the Indenture shall not in any way be
affected or impaired thereby.

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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed and acknowledged, and their respective corporate
seals to be hereunto affixed and duly attested, all as of the date first above
written.




	 	 	 	 	 	 	 
	 	 	HARSCO CORPORATION
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Leonard A. Campanaro
	 	 	 	 	

	 	 	 	 	Name:
	 	Leonard A. Campanaro
	 	 	 	 	Title:
	 	Senior Vice President &

Chief Financial Officer
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Barry M. Sullivan
	 	 	 	 	

	 	 	 	 	Name:
	 	Barry M. Sullivan
	 	 	 	 	Title:
	 	Vice President & Treasurer
	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	/s/ Paul C. Coppock	 	 	 	 	 	 
	
	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 
	Paul C. Coppock	 	 	 	 	 	 
	Sr. Vice President, Chief
Administrative Officer, General
Counsel & Secretary	 	CHEMICAL BANK, AS TRUSTEE
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	THE CHASE MANHATTAN BANK
	 	 	            (National Association)
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 



 







 



	 	 	 	 	 	 	 
	STATE OF PENNSYLVANIA	 	 	 	)	 	 
	 	 	 	 	)	 	ss.:
	COUNTY OF	 	 	 	)	 	 



     On the 28th day of March, 1995 before me personally came Leonard A.
Campanaro, to me known, who, being by me duly sworn, did depose and say that he
resides at Camp Hill, PA, that he is Sr. Vice President & Chief Financial
Officer of Harsco Corporation, one of the parties described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the board of directors of said
corporation, and that he signed his name thereto by like authority.




	 	 	 
	 	 	/s/ Debra L.
Steele



	 	 	
Notary Public
	 	 	 
	[NOTARIAL SEAL]	 	 




	 	 	 	 	 	 	 
	STATE OF PENNSYLVANIA	 	 	 	)	 	 
	 	 	 	 	)	 	ss.:
	COUNTY OF	 	 	 	)	 	 



     On the 28th day of March, 1995 before me personally came Barry M.
Sullivan, to me known, who, being by me duly sworn, did depose and say that he
resides at Mechanicsburg, PA, that he is Vice President & Treasurer of Harsco
Corporation, one of the parties described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed
by authority of the board of directors of said corporation, and that he signed
his name thereto by like authority.




	 	 	 
	 	 	/s/ Debra L.
Steele



	 	 	
Notary Public
	 	 	 
	[NOTARIAL SEAL]	 	 



 







 


     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed and acknowledged, and their respective corporate
seals to be hereunto affixed and duly attested, all as of the date first above
written.




	 	 	 	 	 	 	 
	 	 	HARSCO CORPORATION
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	CHEMICAL BANK, AS TRUSTEE
	 	 	 	 	 	 	 
	 	 	
By:
	 	/s/ John Generale	 	 
	 	 	 	 	

	 	 	 	 	Name: John Generale	 	 
	 	 	 	 	Title: Vice President	 	 
	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	THE CHASE MANHATTAN BANK
	 	 	            (National Association)
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 



 







 



	 	 	 	 	 	 	 
	STATE OF NEW YORK	 	 	 	)	 	 
	 	 	 	 	)	 	ss.:
	COUNTY OF NEW YORK	 	 	 	)	 	 



     On the 27th day of March, 1995 before me personally came John Generale, to
me known, who, being by me duly sworn, did depose and say that (s)he resides at
915 82nd Street, Brooklyn, NY, that (s)he is Vice President of Chemical Bank,
as Trustee, one of the parties described in and which executed the above
instrument; that (s)he knows the corporate seal of said corporation; that the
seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the board of directors of said corporation, and that
(s)he signed (his) (her) name thereto by like authority.




	 	 	 
	 	 	
/s/ James Foley
	 	 	


	 	 	
Notary Public
	 	 	 
	[NOTARIAL SEAL]	 	 



 







 


IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed and acknowledged, and their respective corporate
seals to be hereunto affixed and duly attested, all as of the date first above
written.




	 	 	 	 	 	 	 
	 	 	HARSCO CORPORATION
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	CHEMICAL BANK, AS TRUSTEE
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	THE CHASE MANHATTAN BANK
	 	 	            (National Association)
	 	 	 	 	 	 	 
	 	 	
By:
	 	/s/ Kathleen Perry	 	 
	 	 	 	 	

	 	 	 	 	Name: Kathleen Perry	 	 
	 	 	 	 	Title: Corporate Trust Officer	 	 
	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	[Corporate Seal]	 	 	 	 	 	 



 







 



	 	 	 	 	 	 	 
	STATE OF NEW YORK	 	 	 	)	 	 
	 	 	 	 	)	 	ss.:
	COUNTY OF	 	 	 	)	 	 



     On the      day of March, 1995 before me personally came Kathleen Perry,
to me known, who, being by me duly sworn, did depose and say that (s)he resides
at Queens, New York, that (s)he is Corporate Trust Officer of The Chase
Manhattan Bank (National Association), one of the parties described in and
which executed the above instrument; that (s)he knows the corporate seal of
said corporation; that the seal affixed to the said instrument is such
corporate seal; that it was so affixed by authority of the board of directors
of said corporation, and that (s)he signed (his) (her) name thereto by like
authority.




	 	 	 
	 	 	
/s/ Margaret M. Price
	 	 	


	 	 	
Notary Public
	 	 	 
	
	 	 
	[NOTARIAL SEAL]