WWW.EXFILE.COM, INC. -- 888-775-4789 -- HARSCO CORP. -- EXHIBIT 10.1 TO FORM 8-K


    EXHIBIT
10.1

    


    THIS AMENDING AGREEMENT is
made the Twenty Second day of December 2008

    


    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 and 8 December 2008 (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), 10 December 2009 or, if extended in accordance with
      Clause 7.3 (Extension), the date provided for in Clause 7.3 (Extension);
      or

            


    

    


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

    


    "Margin" means 1.50 per cent.
per annum.

    


    1.3           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 2010;

            


    

    


    1.4           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 2010.

            


    

    


    
      1.5           A new
clause 7.2(c ) (v) shall be incorporated into the Facility Agreement as
follows:

       

      
        
          	
                  (v)      
        

                	
                        
                    The Borrowers shall
      pay to the Lender a term out fee of 0.25 per cent. of each
      Revolving Loan being converted to a Term Loans in accordance with this
      Clause 7.2 (Term-Out).

                  

                


        

        
 

      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      1.6          
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 0.525 per cent. per annum on the Available Commitment from day
      to day during the Availability
Period.

            


    

    


    
      1.7         
 Clause
24.1(b) shall be deleted in its entirety and replaced with:

    

    


    
      	
              (b)       
        

            	
              transfer
      by novation any of its rights and obligations, to any other bank or
      financial institution or to a trust, fund or other entity which is
      regularly engaged in or established for the purpose of making, purchasing
      or investing in loans, securities or other financial assets (the "New
      Lender").

            


    

    


    
      1.8          
A new sub
clause 24.3(d) shall be incorporated into to the Facility Agreement as
follows

       

      
        
          	
                  (d)       
        

                	
                        
                    Any
      Lender may also disclose the size and term of the Facility and the name of
      each of the Obligors to any investor or a potential investor in a
      securitisation (or similar transaction of broadly equivalent economic
      effect) of that Lender’s rights or obligations under the Finance
      Documents.

                  

                


        

         

      

    

    1.9          A
new clause 24.4 shall be incorporated into to the Facility Agreement as
follows:

    


    24.4         Security
over Lenders’ rights

    


    In
addition to the other rights provided to the Lender under this Clause 24, the
Lender or any New Lender may without consulting with or obtaining consent from
the Borrowers or the Guarantor, at any time charge, assign or otherwise create
any Security Interest in or over (whether by way of collateral or otherwise) all
or any of its rights under any Finance Document to secure its obligations
including, without limitation:

    


    
      	
              (a)       
        

            	
              any
      charge, assignment or other Security Interest to secure obligations to a
      federal reserve or central bank;
and

            


    

    


    
      	
              (b)        
       

            	
              in
      the case of any New Lender which is a fund, any charge, assignment or
      other Security Interest granted to any holders (or trustee or
      representatives of holders) of obligations owed, or securities issued, by
      that New Lender as security for those obligations or
      securities,

            


    

    


    except
that no such charge or assignment of a Security Interest shall:

    


    
      	
              (i)       
        

            	
              release
      the Lender or any New Lender from any of its obligations under the Finance
      Documents or substitute the beneficiary of the relevant charge, assignment
      or Security Interest for the Lender or New Lender as a party to any of the
      Finance Documents; or

            


    

    


    
      	
              (ii)         

            	
              require
      any payments to be made by the Borrowers or grant to any person any more
      extensive rights than those required to be made or granted to the Lender
      or relevant New Lender under the Finance
  Documents.

            


    

    


    
      	
              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
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$67,500.

    


    
      	
              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:                  J
Jones, Director

    


    Address:        135
Bishopsgate, London EC2M 3UR

    


    Attention:      J
Jones

    


    HARSCO
FINANCE B.V.

    


    By:                  
M.H. Cubitt, Director

                      M.E.
Kimmel, Director

    


    Address:         Wenckebachstraat
1

    1951 JZ Velsen-Noord, Postbus
83

    1970 AB Ijmudien

    


    Attention:     
 Financial Manager

    


    HARSCO
INVESTMENT LIMITED

    


    By:                 
  M.H. Cubitt, Director

    


    Address:         Harsco
House

    Regent Park, 299 Kingston
Road

    Leatherhead, Surrey KT22
7SG

    


    Attention:      
M.R.G. Hoad

    


    HARSCO
CORPORATION

    


    By:                 
S.J. Schnoor, Senior Vice President & CFO

    


    Address:        350
Poplar Church Road

                            
Camp
Hill, PA 17011

    


    Attention: 
     R.G. Yocum