EXHIBIT 10.1
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SUPPLEMENT NO. 1 TO THE
DEALER AGREEMENT
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Dated as of October 12, 2005
BETWEEN
(a) Harsco Finance B.V., a limited company validly existing under Dutch Law,
having its registered office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ Noord,
The Netherlands, represented by Mr. S. D. ▇▇▇▇▇▇▇▇▇, acting in his
capacity of Managing Director and Mr. M. E. Kimmel, acting in his capacity
of Managing Director (the "ISSUER");
and
(b) HARSCO Corporation, a company validly existing under Delaware law, having
its registered office at c/o Corporation Trust Company, Corporation Trust
Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇.,
represented by Mr. S. D. ▇▇▇▇▇▇▇▇▇, acting in his capacity of Senior Vice
President, Chief Financial Officer & Treasurer (the "GUARANTOR");
ON THE ONE HAND,
AND
(c) ING Belgium SA/NV, a credit institution validly existing under the laws of
the Kingdom of Belgium, having its registered office at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, registered with the Commercial Register of
Brussels under nr. 77.186, represented by ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, acting in
his capacity of Vice-President and ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, acting in his
capacity of Head of Securities Transaction Management (the "ARRANGER" or
the "DEALER");
ON THE OTHER HAND,
FOR THE PURPOSE OF THIS DOMICILIARY AGENCY AGREEMENT, ALL CAPITALISED TERMS USED
HEREIN SHALL, UNLESS DEFINED OR SPECIFIED OTHERWISE OR WHERE THE CONTEXT
REQUIRES OTHERWISE, HAVE THE RESPECTIVE MEANINGS GIVEN THERETO IN THE AMENDED
AND RESTATED INFORMATION MEMORANDUM RELATED TO THE EUR 200,000,000 PROGRAMME FOR
THE ISSUE OF DEMATERIALISED TREASURY NOTES BY THE ISSUER DATED OCTOBER 12, 2005
(THE "PROGRAMME") (THE "INFORMATION MEMORANDUM").
WHEREAS,
A dealer agreement (the "DEALER AGREEMENT") and an agency agreement (the
"DOMICILIARY AGENCY AGREEMENT") between the Issuer, the Guarantor and the Dealer
relating to the programme of EUR 100,000,000 dematerialised
THESAURIEBEWIJZEN/BILLETS DE TRESORERIE ("TREASURY NOTES") (the "PROGRAMME")
have been signed on September 24, 2003;
WHEREAS,
The Treasury Notes will be unconditionally and irrevocably guaranteed by Harsco
Corporation as to all payments due under the Programme, pursuant to a guarantee
signed on October 12, 2005;
WHEREAS,
The Dealer Agreement, as amended, shall remain in full force and effect, subject
to the amendments below;
THE FOLLOWING CHANGE TO THE DEALER AGREEMENT HAS BEEN AGREED:
THAT the issuer has decided, pursuant to a resolution of its board of Directors
dated October 12, 2005, to increase the maximum amount of the Programme from EUR
100,000,000 to EUR 200,000,000;
THAT the amount of the Guarantee has been increased accordingly;
THAT the Issuer has appointed ING Belgium SA/NV, which accepted, to act as
Domiciliary Agent pursuant to the Amended and Restated Domiciliary Agency
Agreement dated October 12, 2005.
This amendment is drawn up in 3 originals on October 12, 2005.
FOR THE ISSUER
Harsco Finance B.V.
By: By:
/S/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: Mr. S. D. ▇▇▇▇▇▇▇▇▇ Name: Mr. M. E. Kimmel
Title: Managing Director Title: Managing Director
FOR THE GUARANTOR
Harsco Corporation
By:
/S/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: Mr. S. D. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President, Chief
Financial Officer & Treasurer
FOR THE DOMICILIARY AGENT
ING BELGIUM SA/NV
By: By:
/S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /S/ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Head of Securities Transaction Head of International Cash
Management Management Sales and CP/MTN
Origination
