WWW.EXFILE.COM, INC. -- 14802 -- HARSCO CORP. -- EXHIBIT 10.1 TO FORM 8-K


    EXHIBIT
      10.1

    

      


      EXECUTION
        COPY

       

      AMENDMENT
        NO. 1 TO THE

      CREDIT
        AGREEMENT

       

      
        	 	Dated as of December 22,
                2006 


      

       

      AMENDMENT
        NO. 1 TO THE CREDIT AGREEMENT
        among
        HARSCO CORPORATION, a Delaware corporation (the “Borrower”),
        the
        banks, financial institutions and other institutional lenders parties to
        the
        Credit Agreement referred to below (collectively, the “Lenders”),
        THE
        ROYAL BANK OF SCOTLAND PLC, as syndication agent, and CITICORP NORTH AMERICA,
        INC., as administrative agent.

      


      PRELIMINARY
        STATEMENTS:

      


      (1) The
        Borrower, CNAI and RBS have entered into a 364-Day Credit Agreement dated
        as of
        December 23, 2005 (the “Credit
        Agreement”).
        Capitalized terms not otherwise defined in this Amendment have the same meanings
        as specified in the Credit Agreement.

      


      (2) The
        Borrower, CNAI and RBS have agreed to amend the Credit Agreement as hereinafter
        set forth.

      


      SECTION
        1. Amendments
        to Credit Agreement.
        The
        Credit Agreement is, effective as of the date hereof and subject to the
        satisfaction of the conditions precedent set forth in Section 2, hereby
        amended as follows:

      


      (a) Section 1
        is amended by deleting the phrase “in an aggregate principal amount at any time
        outstanding for both of CNAI and RBS not to exceed $100,000,000” and
        substituting therefor the phrase “in an aggregate principal amount at any time
        outstanding for both of CNAI and RBS not to exceed $100,000,000, as such
        amount
        may be increased pursuant to Section 1(j)”.

      


      (b) The
        first
        sentence of Section 1(c) is amended by deleting the date “December 22,
        2006” and substituting therefor the date “December 21, 2007”.

      


      (c) The
        second sentence of Section 1(c) is amended in full to read as
        follows:

      


      Upon
        (i)
        the issuance by the Borrower or any of its Subsidiaries of (A) any equity
        security in the capital markets or (B) any debt security in the capital markets
        with a maturity in excess of one year or (ii) any sale, lease, transfer or
        other
        disposition of any asset of the Borrower or any of its Subsidiaries (other
        than
        sales of inventory in the ordinary course of business and other asset sales
        for
        which the cash proceeds in any single transaction or series or related
        transactions are less than $50,000,000), the Facility shall automatically
        reduce
        by an amount equal to the cash proceeds (net of (1) the out-of-pocket fees,
        costs and other expenses incurred by the Borrower or such Subsidiary in
        connection with such transaction, including, without limitation, all legal
        fees,
        brokerage fees, consulting fees, accounting fees, underwriting discounts
        and
        commissions and other customary fees, costs and expenses, as applicable,
        (2) income and other taxes paid or reasonably estimated to be actually
        payable in connection therewith, (3) the amount of any reserves established
        by the Borrower to fund any contingent liabilities reasonably expected to
        arise
        (as determined in good faith by the Borrower or such Subsidiary) in connection
        therewith and (4) in the case of a transaction described in clause (ii) above,
        the principal amount of any indebtedness that is secured by such asset and
        is
        required to be repaid in connection with such sale, lease, transfer or other
        disposition thereof) actually received by the Borrower or such Subsidiary
        from
        any such issuance on the tenth Business Day after the date of such
        receipt.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (d) Section
        1
        is amended by adding thereto a new clause (j) to read as follows:

      


      (j)
        The
        Borrower may, at any time after January 1, 2007 but in any event not more
        than
        once, by notice to CNAI and RBS, request that the Facility be increased by
        an
        amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof
        (each a "Facility
        Increase")
        to be
        effective as of a date that is at least 90 days prior to the scheduled
        Termination Date (the "Increase
        Date")
        as
        specified in the related notice to CNAI and RBS; provided,
        however
        that (i)
        in no event shall the amount of the Facility at any time exceed $250,000,000
        and
        (ii) on the date of any request by the Borrower for a Facility Increase and
        on
        the related Increase Date, (x) the representations and warranties set forth
        in
        Article III of the Existing Credit Agreement as incorporated in the Credit
        Agreement by reference shall be true and correct in all material respects
        on and
        as of such date with the same effect as though made on and as of such date
        (except to the extent such representations and warranties expressly relate
        to an
        earlier date) and (y) the Borrower shall be in compliance with all the terms
        and
        provisions set forth in the Credit Agreement on its part to be observed or
        performed, and on such date no Event of Default or Default shall have occurred
        and be continuing. If CNAI and RBS are willing to participate in such requested
        Facility Increase, each in its sole discretion, CNAI and RBS shall give written
        notice thereof to the Borrower on or prior to the date specified in the
        Borrower’s request and on such date, the Facility shall be increased. If either
        CNAI or RBS is not willing to participate in such requested Facility Increase,
        the amount of the Facility shall not be increased.

      


      SECTION
        2. Conditions
        of Effectiveness..
        This
        Amendment shall become effective as of the date first above written when,
        and
        only when, on or before December 22, 2006 CNAI shall have received counterparts
        of this Amendment executed by the Borrower and CNAI and RBS, and additionally
        all of the conditions precedent to the closing date under Section 4.01(a),
        (b),
        (c) and (d) of the Existing Credit Agreement shall have been satisfied with
        respect to this Amendment as if such conditions precedent were set forth
        in full
        herein (with appropriate modifications to refer to CNAI and RBS, as the lenders,
        the Facility, the Credit Agreement and this Amendment).

      


      SECTION
        3. Reference
        to and Effect on the Credit Agreement.
        a)
        On and
        after the effectiveness of this Amendment, each reference in the Credit
        Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
        referring to the Credit Agreement, shall mean and be a reference to the Credit
        Agreement, as amended by this Amendment.

      


      (b) The
        Credit Agreement, as specifically amended by this Amendment, is and shall
        continue to be in full force and effect and is hereby in all respects ratified
        and confirmed. 

      


      (c) The
        execution, delivery and effectiveness of this Amendment shall not, except
        as
        expressly provided herein, operate as a waiver of any right, power or remedy
        of
        CNAI or RBS under the Credit Agreement, nor constitute a waiver of any provision
        of the Credit Agreement.

      


      SECTION
        4. Costs
        and Expenses.
        The
        Borrower agrees to pay on demand all costs and expenses of CNAI and RBS in
        connection with the preparation, execution, delivery and administration,
        modification and amendment of this Amendment and the other instruments and
        documents to be delivered hereunder (including, without limitation, the
        reasonable fees and expenses of counsel for CNAI and RBS) in accordance with
        the
        terms of Section 5(d) of the Credit Agreement.

      


      SECTION
        5. Execution
        in Counterparts.
        This
        Amendment may be executed in any number of counterparts and by different
        parties
        hereto in separate counterparts, each of which when so executed shall be
        deemed
        to be an original and all of which taken together shall constitute but one
        and
        the same agreement. Delivery of an executed counterpart of a signature page
        to
        this 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Amendment
        by telecopier shall be effective as delivery of a manually executed counterpart
        of this Amendment.

      


      SECTION
        6. Governing
        Law.
        This
        Amendment shall be governed by, and construed in accordance with, the laws
        of
        the State of New York.

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
        by
        their respective officers thereunto duly authorized, as of the date first
        above
        written.

       

      
        	 	 	 
	 	HARSCO
                CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Salvatore
                D. Fazzolari
	 	
                

                Name: Salvatore
                  D. Fazzolari

              
	 	
                Title: President,
                  Chief Financial Officer &
Treasurer

              


         

        
          	 	 	 
	 	CITICORP
                  NORTH
                  AMERICA, INC.
	 
 	 
 	 
 
	 	       	/s/ Jeffrey
                  Stern
	 	
                  

                  By
                    Jeffrey Stern

                
	 	
                  Title:
                    Vice President

                




         

        
          	 	 	 
	 	THE
                  ROYAL BANK OF
                  SCOTLAND PLC
	 
 	 
 	 
 
	 	       	/s/L.
                  Peter Yetrman
	 	
                  

                  By
                    L. Peter Yetrman

                
	 	
                  Title:
                    Senior Vice President

                



      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      FORM
        OF
        INCREASE REQUEST

      


      __________,
        2007

      Citicorp
        North America, Inc.

      399
        Greenwich Street

      New
        York,
        New York 10013

      Attention:
        Christopher Hartzell

      


      The
        Royal
        Bank of Scotland plc

      101
        Park
        Avenue, 12th
        Floor

      New
        York,
        New York 10178

      Attention:
        L. Peter Yetman

      


      Ladies
        and Gentlemen:

      


      Reference
        is made to the 364-Day Credit Agreement dated as of December 23, 2005 (as
        amended by Amendment No. 1 dated as of December 21, 2006, the “Credit
        Agreement”,
        terms
        defined in the Credit Agreement are used herein as therein defined) among
        you
        and us. Pursuant to Section 1(j) of the Credit Agreement, we hereby request
        that, effective as of __________, 2007 (the “Increase
        Date”),
        the
        Facility be increased to $__________, to be shared by each of you in equal
        amounts. We hereby certify that, as of the date hereof and as of the Increase
        Date, (x) the representations and warranties set forth in Article III of
        the Existing Credit Agreement as incorporated in the Credit Agreement by
        reference shall be true and correct in all material respects on and as of
        such
        date with the same effect as though made on and as of such date (except to
        the
        extent such representations and warranties expressly relate to an earlier
        date)
        and (y) the Borrower shall be in compliance with all the terms and provisions
        set forth in the Credit Agreement on its part to be observed or performed,
        and
        on such date no Event of Default or Default shall have occurred and be
        continuing.

      


      The
        Facility Increase shall become effective as of the Increase Date when
        counterparts of this letter shall have executed by both CNAI and RBS. Please
        indicate your approval of the requested Facility Increase by signing and
        returning a counterpart of this letter to Susan L. Hobart, Shearman &
Sterling, 599 Lexington Avenue, New York, New York 10022 on or before the
        Increase Date.

       

      
        	 	 	 
	 	Very truly yours, 
	 	 
	 	HARSCO
                CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Title 
	 	 



       

      Accepted:

      


      CITICORP
        NORTH AMERICA, INC.

      


      By:

      
        

      

      Title:

      


      THE
        ROYAL
        BANK OF SCOTLAND PLC

      


      By:

        
          

        

      

      Title: