FORM OF SECOND SUPPLEMENTAL INDENTURE



 




Exhibit 4.3



     THIS SECOND SUPPLEMENTAL INDENTURE, dated as of the       day of
September, 2003 (the “Second Supplemental Indenture”) is made by and between
Harsco Corporation, a Delaware corporation (the “Company”) and JPMorgan Chase
Bank, a New York banking corporation (the “Trustee”).




WITNESSETH:



     WHEREAS, the Company and The Chase Manhattan Bank (National Association),
as trustee, entered into that certain Indenture (the “Indenture”), dated as of
May 1, 1985, as amended and supplemented by the First Supplemental Indenture
(as defined below) and this Second Supplemental Indenture, to provide for the
issuance by the Company from time to time of Securities, in one or more series
as provided therein;



     WHEREAS, the Company, and The Chase Manhattan Bank (National Association),
as Resigning Trustee, and Chemical Bank, as Successor Trustee, entered into
that certain First Supplemental Indenture, dated as of April 12, 1995 (the
“First Supplemental Indenture”) to the Indenture, pursuant to which, among
other things, the Resigning Trustee resigned as trustee, paying agent and
security registrar under the Indenture, and the Company appointed Chemical Bank
as successor trustee, paying agent and security registrar under the Indenture;



     WHEREAS, there was previously authenticated and delivered under Section
303 of the Indenture, $150,000,000 (One Hundred Fifty Million Dollars) in
principal amount of 6% Notes due September 15, 2003 of the Company (the “1993
Notes”);



     WHEREAS, on the date hereof and contemporaneously herewith, payment in the
necessary amount has been deposited with the Trustee in trust for the Holders
of the 1993 Notes in respect of the Stated Maturity of such Securities;



     WHEREAS, on the date hereof, and in consideration of the immediately
preceding clause, the 1993 Notes are no longer Outstanding Securities under the
Indenture;



     WHEREAS, on the date hereof, the Trustee is authenticating and delivering
under Section 303 of the Indenture, $150,000,000 (One Hundred Fifty Million
Dollars) in principal amount of 5.125% Senior Notes due September 15, 2013 (the
“2003 Notes”) of the Company to be issued pursuant to an underwriting agreement
dated as of September 8, 2003 among the Company and the underwriters named
therein;



     WHEREAS, this Second Supplemental Indenture, among other things, sets
forth the terms of the 2003 Notes pursuant to Section 301 of the Indenture;



     WHEREAS, Section 901(5) of the Indenture provides that, without the
consent of any Holders, the Company, when authorized by Board Resolution, and
the Trustee, may enter into an indenture supplement to change or eliminate any
provisions of the Indenture, provided that any such changes or eliminations are
effective when there is no Security Outstanding of any series


 







 




 created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision;



     WHEREAS, pursuant to Section 901(5) of the Indenture, the provisions set
forth in this Second Supplemental Indenture shall modify and amend certain
provisions of the Indenture and form a part of the Indenture;



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



     WHEREAS, the Company has heretofore delivered or is delivering
contemporaneously herewith an Officers’ Certificate and an Opinion of Counsel
each stating that the execution and delivery of this Second 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 Second Supplemental Indenture have been complied with;



     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other good and valuable consideration, the
receipt whereof is hereby acknowledged, the parties have executed and delivered
this Second Supplemental Indenture intending to be bound, 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 Second 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 the
Indenture, as supplemented by this Second Supplemental Indenture, the following
terms shall have the following meanings with respect to the terms of the 2003
Notes:



          “Make-Whole Amount” means the excess of (i) the aggregate present value,
on the Redemption Date, of the principal being redeemed and the amount of
interest (exclusive of interest accrued to the Redemption Date) that would have
been payable on that principal amount if such redemption had not been made,
over (ii) the aggregate principal amount of notes being redeemed. For purposes
of the foregoing, present value shall be determined by discounting, on a
semi-annual basis, such principal and interest at the Reinvestment Rate, as
determined on the third business day preceding the date notice of redemption
shall be given, from the respective dates on which such principal and interest
would have been payable if such redemption had not been made.



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          “Redemption Price” means the sum of (i) the principal amount of any notes
being redeemed plus accrued, but unpaid, interest to the Redemption Date, and
(ii) the Make-Whole Amount, if any.



          “Reinvestment Rate: means 0.15% plus the arithmetic mean of the yields
under the heading “Week Ending” published in the most recent Statistical
Release under the caption “Treasury Constant Maturities” for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity,
as of the payment date of the principal being redeemed. For purposes of the
foregoing, where no maturity exactly corresponds to such maturity, yields for
the two established maturities most closely corresponding to such maturity
shall be calculated pursuant to the immediately preceding sentence and the
Reinvestment Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding each such relevant periods to the nearest month.
For purposes of determining the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount
shall be used.



          “Statistical Release” means the statistical release designated “H.15(519)
or any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively traded U.S. Government
Securities adjusted to constant maturities; provided, however, that if such
statistical release is not published at the time of any determination under the
Indenture, the Company shall designate another index deemed, in its sole
discretion, to be reasonably comparable.



     Section 2. Terms Applicable to the 2003 Notes. In accordance with
Section 301 of the Indenture, the 2003 Notes shall have the following terms
applicable to such series of Securities:



          (a) The title of the 2003 Notes shall be the “5.125% Senior Notes due
September 15, 2013”;



          (b) The aggregate principal amount of the 2003 Notes to be authenticated
and delivered under the Indenture as of the date hereof shall initially be
$150,000,000. The Company may, without notice or consent of the Holders of the
2003 Notes, issue additional notes having the same ranking, interest rate,
maturity and other terms as the 2003 Notes. Any such additional notes could be
considered part of the same series of notes issued under the Indenture as the
2003 Notes;



          (c) The principal of the 2003 Notes shall be due and payable on
September15, 2013 (the “Maturity Date”);



          (d) The 2003 Notes shall bear interest at a fixed annual rate of 5.125%,
to be paid semi-annually, in arrears, on March 15 and September 15 of each
year, beginning on March 15, 2004, until the principal thereof is paid or made
available for payment (each such date, an “Interest Payment Date”). The March
1 and September 1 (whether or not a Business Day), as the case may be, next
preceding an Interest Payment Date shall be the “Regular Record Date” for the

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interest payable on such Interest Payment Date. Interest shall be
computed on the basis of a 360-day year consisting of twelve 30-day months;



          (e) Principal of and interest on the 2003 Notes will be payable through
the Corporate Trust Office of the Trustee in New York City, or at such other
Place or Places of Payment through the Paying Agent or Paying Agents as the
Company may designate from time to time; 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 at such address as shall appear in the Security
Register;



          (f) Sections 401(B) and 403 of the Indenture shall be applicable to the
2003 Notes;



          (g) The 2003 Notes may be redeemed by the Company, at its option, in whole
or from time to time in part, prior to the Maturity Date, at a price equal to
the Redemption Price. In addition, in respect of any redemption by the Company
of the 2003 Notes, the second sentence of Section 1102 of the Indenture shall
be deemed to be amended to read, in its entirety, as follows:



          “In case of any redemption at the election of the Company of the 2003
Notes, the Company shall, at least 45 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of the
2003 Notes to be redeemed.”



Except as set forth in the preceding sentence, Section 1102 of the Indenture
shall apply as set forth therein with respect to the 2003 Notes;



          (h) There shall not be any sinking fund in respect of the 2003 Notes;



          (i) The terms of the 2003 Notes shall include such other terms as are set
forth in the form of note attached as Exhibit A hereto and shall be subject to
such provisions of the Indenture applicable generally to all series of
Securities unless such provisions are expressly superseded hereunder.



     Section 3. Modifications to the Provisions of Section 501(5). Subsection
(5) of Section 501 of the Indenture is hereby amended to read, in its entirety,
as follows:



          “(5) default or defaults under any bonds, debentures, notes or other
evidences of indebtedness (including default or defaults with respect to
Securities of any series other than that series) or under any mortgages,
indentures, note agreements or other instruments under which there may be
issued, or by which there may be secured or evidenced, indebtedness of the
Company (including this Indenture), whether such indebtedness now exists or
shall hereafter be created, which default or defaults shall have resulted in
such indebtedness, aggregating more than $20,000,000 becoming or being declared
due and payable prior to the date on which it would otherwise become due and
payable, and any such acceleration shall not be rescinded or annulled within
ten Business Days after written notice to the Company from the Trustee or to
the

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 Company and to the Trustee from the Holders of not less than 25 percent in
aggregate principal amount of the Outstanding Securities of that series; or”



     Section 4. Modifications to the Provisions of Section 902. The first
paragraph of Section 902 of the Indenture is hereby amended to read, in its
entirety, as follows:



          “With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by Board Resolutions, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without consent of the Holder of
each Outstanding Security affected thereby;”



     Section 5. Modifications to the Provisions of Section 1005. The last
paragraph of Section 1005 of the Indenture is hereby amended to read, in its
entirety, as follows:



          “Notwithstanding the foregoing provisions of this Section 1005, the
Company and any one or more Restricted Subsidiaries may issue, assume or
guarantee Secured Debt which 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 Section 1006), does not at the time
exceed 10% of Consolidated Net Tangible Assets.”



     Section 6. Effectiveness of this Second Supplemental Indenture. This
Second Supplemental Indenture shall become effective on the date first above
written coincident with the time that the 1993 Notes shall no longer be deemed
to be Outstanding Securities under the Indenture.



     Section 7. Miscellaneous.



          (a) Except as hereby expressly amended, the Indenture, as supplemented by
the First Supplemental 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) All the covenants, stipulations, promises and agreements in this
Second Supplemental Indenture contained by or on behalf of the Company shall
bind its successors and assigns, whether so expressed or not.



          (c) This Second 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.

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           (d) If any provision of the Indenture as supplemented by the First
Supplemental Indenture and this Second 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, 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.



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



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



          (g) The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Second Supplemental Indenture
or for or in respect of the recitals contained herein, all of which are solely
made by the Company.




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




	 	 	 	 	 
	 	 	HARSCO CORPORATION
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, AS TRUSTEE
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	






 









 




EXHIBIT A



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS
AGENT 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 HEREON 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 HEROF 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




5.125% Senior Notes due September 15, 2013




Principal Amount $150,000,000



CUSIP No. 415864 AH 0

ISIN No. US415864AH06


     Harsco Corporation, a corporation duly organized and existing under the
laws of Delaware (hereinafter called the “Company”, which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of ONE HUNDRED AND FIFTY MILLION DOLLARS on September 15, 2013
and to pay interest thereon from September 12, 2003 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on March 15 and September 15 (each an “Interest
Payment Date”) in each year, commencing March 15, 2004 at the rate of 5.125%
per annum, 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 Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be March 1 or September 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 be paid to the Person
in whose name this Note (or 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 of which shall be given
to Holders of this Note not less than 10 days prior to such Special Record
Date.



     Payment of the principal of (and premium, if any) and interest on this
Note will be made through the paying agent or paying agents maintained for that
purpose in The City of New York 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.
Initially, the Trustee will be designated as Paying Agent for the Note, and the
Corporate Trust Office of the Trustee in New York City will be designated as a
Place of Payment with respect to the Note. The Company may change, eliminate
or add any designated Paying Agent, except that the Company must maintain a
Paying Agent in each Place of Payment for the Note.



     All payments to a Paying Agent for the payment of principal of (and
premium, if any) and interest on, this Note which remain unclaimed at the end
of two years after such principal (and premium, if any) or interest has become
due and payable will be repaid to the Company and the Holder will thereafter
look only to the Company for payment.



     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and to the further provisions applicable hereto set forth
in the Indenture, 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 Note 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 under its corporate seal.



Dated: September      , 2003



	 	 	 	 	 
	 	 	HARSCO CORPORATION
	 
	[Corporate Seal]	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:
	 	Salvatore D. Fazzolari
	 	 	
Title:
	 	Senior Vice President, Chief Financial

Officer and Treasurer



Attest:



	 	 	 	 
	

Name: Mark E. Kimmel

Title: Assistant General Counsel

          and Corporate Secretary	 	
 




TRUSTEE’S CERTIFICATE OF AUTHENTICATION



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




	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
	 	 	 	 	as Trustee
	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	Authorized Officer



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[REVERSE OF NOTE]




HARSCO CORPORATION




5.125% Senior Notes due September 15, 2013



     This Security is one of a duly authorized issue of notes of the Company
designated as its 5.125% Senior Notes due September 15, 2013 (Securities of
such series hereinafter called the “Notes”) issued under an Indenture, dated as
of May 1, 1985 (referred to herein, as amended and supplemented as, the
“Indenture”), between the Company and The Chase Manhattan Bank (National
Association), as trustee, as amended and supplemented by the First Supplemental
Indenture, dated as of April 12, 1995, by and among the Company, and The Chase
Manhattan Bank (National Association), as resigning trustee, and JPMorgan Chase
Bank (hereinafter referred to in this Note as, the “Trustee”) as successor by
merger with Chemical Bank, as successor trustee, and by the Second Supplemental
Indenture, dated as of September [     ], 2003, by and between the Company and the
Trustee 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 Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The terms of the Notes include those stated in
the Indenture, those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended, and those set forth in this Note. This Note
is a global book-entry note representing $150,000,000 principal amount of the
series designated on the face hereof, and will be deposited with a custodian
for, and only registered in the name of CEDE & CO. (DTC’s nominee) or such
other name as may be requested by DTC. Beneficial interests in this Note will
be shown on, and transfers will be effected only through, records maintained by
DTC and its direct and indirect participants. Such interests may not be
exchanged for definitive securities, except in limited circumstances.
Beneficial owners of Notes will not receive written confirmation from DTC of
their purchase, but beneficial owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the direct or indirect participant through
which the beneficial owner transacted the purchase of Notes.



     The deposit of Notes with DTC and their registration in the name of CEDE &
CO. (or another DTC nominee) do not effect any change in beneficial ownership.
DTC has no knowledge of the actual beneficial owners of the Notes; DTC’s
records reflect only the identity of the direct participants to whose accounts
such Notes are credited, which may or may not be the beneficial owners. The
direct and indirect participants are responsible for keeping account of their
holdings on behalf of their customers.



     Conveyances of notices and other communications by DTC to direct
participants, by direct participants or indirect participants, and by direct
participants and indirect participants to beneficial owners are governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.



     Neither DTC nor CEDE & CO. (nor such other DTC nominee) will consent or
vote with respect to the Notes. Under its usual procedures, DTC would mail an
omnibus proxy to the Company as soon as possible after the record date. The
omnibus proxy assigns CEDE & CO.’s consenting or voting rights to those direct
participants to whose accounts the Notes are credited on the record date
(identified in a listing attached to the omnibus proxy).



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     Principal of (and premium, if any) and interest on, the Notes will be paid
to CEDE & CO., or such other nominee as may be requested by DTC. DTC’s
practice is to credit direct participants’ accounts, upon DTC’s receipt of
funds and corresponding detail information from the Company or the Company’s
Paying Agents on each payment date in accordance with their respective holdings
shown on DTC’s records. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
“street name,” and will be the responsibility of such participant and not of
DTC, the Company or any Paying Agents, subject to any statutory or regulatory
requirements as may be in effect from time to time.



     DTC may discontinue providing its services as securities depository with
respect to the Notes at any time by giving the Company reasonable notice.
Under such circumstances, in the event that a successor securities depository
is not obtained, definitive note certificates will be printed and delivered to
noteholders. The Company also may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository). In
that event definitive certificates also will be printed and delivered to
noteholders.



     The Notes are unsecured senior obligations of the Company ranking equally
with all of the Company’s other existing and future senior unsecured
indebtedness and senior in right of payment to all of the Company’s existing
and future subordinated indebtedness. No sinking fund is provided for the
Notes. The Company may redeem the Notes at any time at the option of the
Company, in whole or in part, at a redemption price equal to the sum of (i) the
principal amount of the Notes being redeemed plus accrued interest thereon to
the Redemption Date and (ii) the Make-Whole Amount, if any, with respect to the
Notes (the “Redemption Price”). Notice of any optional redemption of any Notes
will be given to Holders at their addresses, as shown in the Security Register,
not more than 60 nor less than 30 days prior to the date fixed for redemption.
The notice of redemption will specify, among other items, the Redemption Price
and the principal amount of the Notes held by such Holder to be redeemed. The
Company may, without notice or consent of the Holders of the Notes, issue
additional notes having the same ranking, interest rate, maturity and other
terms as the Notes. Any such additional notes could be considered part of the
same series of notes issued under the Indenture as the Notes.



     In the event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.



     If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes 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 at least 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


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the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer thereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.



     The Notes are subject to provisions set forth in the Indenture pursuant to
which the Company can, in specified circumstances, be discharged from certain
of its obligations under the Indenture with respect to the Notes. Any such
discharge generally requires the Company to (i) deposit irrevocably with the
Trustee, in trust, cash funds or Government Obligations, the principal of and
interest on which when due will, together with any cash funds set aside at the
same time and without necessity for further investment or reinvestment of the
principal amount of or interest from such Government Obligations or of such
cash funds, provide funds sufficient to pay at maturity or upon redemption the
principal of (and premium, if any) and interest on, the Outstanding Notes, (ii)
obtain an Opinion of Counsel stating that all conditions precedent to discharge
of the Indenture with respect to the Notes have been complied with, and (iii)
pay all other sums payable under the Indenture with respect to the Notes.
Notwithstanding any satisfaction and discharge of the Indenture, so long as any
Notes remain Outstanding, the Indenture shall continue in effect following such
discharge with respect to, among other things, rights of registration of
transfer, exchange or replacement of Notes and rights to receive payment of the
principal thereof (and premium, if any) and interest thereon.



     The Notes also are subject to provisions set forth in the Indenture
pursuant to which the Company can cease its obligations to comply with any
covenants under the Indenture. Such covenant defeasance requires, among other
things, the Company to deposit with the Trustee, in trust, (i) U.S. dollars,
(ii) U.S. Government Securities which through the payment of interest thereon
and principal thereof in accordance with their terms will provide, not later
than one day before the due date of any payment under the Notes, U.S. dollars
in an amount, or (iii) a combination of (i) and (ii), in each case, sufficient
to pay all installments of principal of (and premium, if any) and interest on,
the Notes on the dates such payments are due in accordance with the terms of
the Notes, and the Company must have also paid or caused to be paid all other
sums payable with respect to the Notes at the time Outstanding.
Notwithstanding any such covenant defeasance, the Company’s obligations in the
Indenture including, without limitation, the primary obligation to pay the
principal of (premium, if any) and interest on, the Notes shall survive until
the payment of all such principal (premium, if any) and interest has been made.



     No reference herein to the Indenture and no provision of this Note 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 Note at the times, place and rate, and in the coin or
currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the
corporate trust office of the Trustee and in any other office or agency of the
Company in any place where the principal of (and premium, if any) and interest
on, this Note 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 Notes of this series, of authorized
denominations and of like aggregate principal amount, interest rate and


6







 




 Stated Maturity, will be issued to the designated transferee or
transferees. The Company has appointed the Trustee as Security Registrar for
the Notes.



     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiples thereof. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
Notes are exchangeable for Notes of a different authorized denomination but of
like aggregate principal amount, interest rate and Stated Maturity, as
requested by the Holder surrendering the same. No service charge shall be made
to any Holder for any such registration of transfer or exchange of this Note,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.



     No recourse shall be had for the payment of the principal of (and premium,
if any) and interest on this Note, or for any claim based herein, or otherwise
in respect hereof, or based on or in respect of the Indenture or any
supplemental indenture against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company, or any successor
corporation, whether by virtue of any constitution, statute or rule of law, all
such liability being by acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.



     Prior to due presentment of this Note 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 Note is registered as the owner hereof for the
purpose of making payment and for all other purposes, whether or not this Note
be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.



     This Note and the Indenture are governed by, and construed in accordance
with, the laws of the State of New York.



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












7







 





ABBREVIATIONS



     The following abbreviations, when used in the inscription on the face of
the within Security, shall be construed as though they were written out in full
according to applicable laws or regulations.




	 	 	 	 	 	 	 	 	 	 	 
	TEN COM	 	
-
	 	as tenants in common
	 	UNIF GIFT MIN ACT -
	 	 	Custodian	 
	 	 	 	 	 	 	 	 	
	 	

	TEN ENT	 	
-
	 	as tenants by the entireties
	 	 	 	(Cust)	 	(Minor)
	JT TEN	 	
-
	 	as joint tenants with
rights of survivorship and
not as tenants in common
	 	 	 	under Uniform Gifts to Minors Act


(State)




Additional abbreviations may also be used though not in the above list.













ASSIGNMENT FORM




FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto




	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE
 





	 


 









(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNED)






 







the within Security of HARSCO CORPORATION and hereby does irrevocably constitutes and appoint



	 	 	 
	 	 	
Attorney
	
	 	 



to transfer the said Security on the books of the within-named Corporation,
with full power of substitution in the premises.




	 	 	 
	Dated:	 	 
	 	 	





Signature Guaranteed by: