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    EXHIBIT
      10.1

    
      

        


        THIS
          AMENDING AGREEMENT
          is made
          the 8th day of December, 2006

        


        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
                    credit facility dated 15 December 2000, as amended by side letters
                    dated
                    19 December 2001, 6 March 2003, 19 December 2003, 17 December
                    2004 and 12
                    December 2005 (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:

        


        
          	1.	
                  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), 11 December 2007 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 11
                        December 2008; 

                    


            

          

        

        


        
          	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 11 December 2008. 

                


        

        


        
          	1.4	
                  Clause
                    19.11 of the Facility Agreement shall be deleted in its entirety
                    and
                    replaced with:

                


        

        


        The
          report on Form 10-K for the period ending December 31, 2005, and the Report
          on
          Form 10-Q for the period ending September 30, 2006, filed by the Guarantor
          with
          the U S Securities and Exchange Commission are the most current 10-K and
          10-Q
          financial statements, and fairly represent in all material respects the
          Guarantor's financial position at those dates.

        


        
          	2.	
                  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
                    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$35,000.

        


        
          	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.

                


        

        


        SIGNED
          FOR AND ON BEHALF OF:-

        


        THE
          LENDER

        /s/
          Stephen Barlow

        
          	By:	
                  Stephen
                    Barlow, Senior Director

                


        

        


        
          	Address:	
                  135
                    Bishopsgate

                


        

        London
          EC2M 3UR

        United
          Kingdom

        Attention: 

        


        HARSCO
          FINANCE B.V.

        /s/
          Salvatore D. Fazzolari

        
          	By:	
                  Salvatore
                    D. Fazzolari, Director / Mark E. Kimmel,
                    Director

                


        

        


        
          	Address:	
                  Wenckebachstraat
                    1, 1951 JZ Velsen-Noord, Postbus 83

                


        

        1970
          AB
          Ijmudien

        Netherlands

        
          	Attention:	
                  Financial
                    Manager

                


        

        


        HARSCO
          INVESTMENT LIMITED

        /s/
          M.
          H. Cubitt

        
          	By:	
                  M.H.
                    Cubitt, Director

                


        

        


        
          	Address:	
                  Harsco
                    House, Regent Park, 299 Kingston
                    Road

                


        

        Leatherhead,
          Surrey KT22 7SG

        United
          Kingdom

        
          	Attention:	
                  M.R.G.
                    Hoad

                


        

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

        HARSCO
          CORPORATION 

        /s/
          Salvatore D. Fazzolari

        
          	By:	
                  Salvatore
                    D. Fazzolari, President, Chief Financial Officer &
                    Treasurer

                


        

         

        
          	Address:	
                  P.O.
                    Box 8888

                


        

        Camp
          Hill, PA 17001-8888

        
          	Attention:	
                  R.
                    G. Yocum