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  EXHIBIT 10(a) (xii)    
    


THIS AMENDING AGREEMENT is made the thirteenth day of December 2011 



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, 22 December 2008, 10 December 2009 and 20 December 2010 (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 "Commitment" in Clause 1.1 of
the Facility Agreement reference to $30,000,000 shall be replaced with $25,000,000.



	1.2
	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 2012 or, if extended
in accordance with Clause 7.3 (Extension), the date provided for in Clause 7.3 (Extension); or


 



	1.3
	The definition of "Margin" in Clause 1.1 of the
Facility Agreement shall be deleted in its entirety and replaced with: 



"Margin" means 1.00 per cent per annum.  



	1.4
	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 2013;


 



	1.5
	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 2013.


 



	1.5
	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 0.40 per cent per annum on the Available Commitment from
day to day during the Availability Period. 










	1.6
	Clause 12.2(a) of the Facility Agreement shall be deleted in its entirety and replaced
with:



	(a)
	The
Guarantor shall pay to the Lender a utilization fee in Dollars computed at the rate of .125 per cent per annum on the aggregate amount of the
Loans outstanding payable in respect of each day that the Base Currency Amount of all Losses exceeds 50 per cent of the Commitment on that day. 






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$37,500.  


	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:	 	250 Bishopsgate, London, EC2M 4AA, GB
	Attention:	 	 




 

 HARSCO FINANCE B.V.

 






			
	By:	 	 Han Jansen
	Address:	 	Harsco Corporate Office

350 Poplar Church Road

Camp Hill, PA 17011

United States
	Attention:	 	 




 

 HARSCO INVESTMENT LIMITED

 






			
	By:	 	 Han Jansen
	Address:	 	Harsco Corporate Office

350 Poplar Church Road

Camp Hill, PA 17011

United States
	Attention:	 	 




 

 HARSCO CORPORATION

 






			
	By:	 	S.J. Schnoor Senior Vice President, CFO and Treasurer
	Address:	 	350 Poplar Church Road

Camp Hill, PA 17011

United States
	Attention:	 	 




 

 








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EXHIBIT 10(a) (xii)