HARSCO CORP
AMENDMENT NO. 1 TO FIVE YEAR CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(C)
<SEQUENCE>6
<FILENAME>exh-10c_12280.txt
<DESCRIPTION>AMENDMENT NO. 1 TO FIVE YEAR CREDIT AGREEMENT
<TEXT>
                                                                   Exhibit 10(c)
                                                                   -------------

                                    AMENDMENT NO. 1 (this "Amendment") dated as
                           of September 27, 2002, to the FIVE-YEAR CREDIT
                           AGREEMENT dated as of September 29, 2000 (the "Credit
                           Agreement"), among HARSCO CORPORATION, a Delaware
                           corporation (the "Company"), the LENDERS referred to
                           therein (the "Lenders"), and JPMORGAN CHASE BANK
                           (formerly known as The Chase Manhattan Bank), as
                           administrative agent for the Lenders (in such
                           capacity, the "Administrative Agent").

                  A. Pursuant to the Credit Agreement, the Lenders have extended
credit to the Company pursuant to the terms and subject to the conditions set
forth therein. Capitalized terms used but not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.

                  B. The Company has requested that the Credit Agreement be
amended as set forth herein.

                  C. The Required Lenders are willing so to amend the Credit
Agreement pursuant to the terms and subject to the conditions set forth herein.

                  Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:

                  SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT. (a) Section
6.02 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:

                  "SECTION 6.02. SALE AND LEASE-BACK TRANSACTIONS. Enter into
any arrangement, directly or indirectly, with any person whereby it shall sell
or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred (such an
arrangement, a "Sale and Lease-Back Transaction"), other than (i) Sale and
Lease-Back Transactions entered into in connection with the financing of
aircraft to be used in connection with the Company's business capitalized on the
books of the Company or treated as operating leases if the aggregate sale price
of all such Sale and Lease-Back Transactions does not exceed $25,000,000 in
aggregate amount at any time outstanding, and (ii) Sale and Lease-Back
Transactions capitalized on the books of the Company or treated as operating
leases (other than a Sale and Lease-Back Transaction permitted by clause (i)
above) if the aggregate sale price of all such Sale and Lease-Back Transactions
does not exceed $25,000,000 in aggregate amount at any time outstanding."

(b) Section 3.09 of the Credit Agreement is hereby amended by deleting the last
sentence thereof and in its place inserting the following:

                  "The Company has not given any waiver of the statute of
limitations relating to payment of U.S. Federal taxes, but has in the ordinary
course of business given extensions or waivers of the statutes of limitations
relating to various state, local and
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                                                                               2

foreign taxes or impositions, none of which might reasonably be expected to
result in a Material Adverse Effect."

                  SECTION 2. REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to each of the Lenders and the Administrative Agent
that, after giving effect to this Amendment:

                           (a) the representations and warranties set forth in
         Article III of the Credit Agreement are true and correct in all
         material respects with the same effect as if made on and as of the date
         hereof, except to the extent such representations and warranties
         expressly relate to an earlier date.

                           (b) the Borrowers are in compliance with the
         covenants set forth in Article V and Article VI of the Credit Agreement
         as of the date hereof.

                           (c) no Event of Default or Default has occurred and
         is continuing.

                  SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall
become effective as of the date first written above at such time as the
Administrative Agent shall have received counterparts hereof, duly executed and
delivered by the Company and the Required Lenders.

                  SECTION 4. EFFECTIVENESS. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent, the Syndication Agent or the Documentation
Agent under the Credit Agreement, and shall not alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect. Nothing herein shall be
deemed to entitle the Company to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement in similar or
different circumstances. This Amendment shall apply and be effective only with
respect to the provisions of the Credit Agreement specifically referred to
herein. As used in the Credit Agreement, the terms "Agreement", "herein",
"hereunder", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Credit Agreement as modified hereby.

                  SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be an original but all of which,
when taken together, shall constitute but one instrument. Delivery of an
executed counterpart of a signature page of this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.
<PAGE>

                                                                               3

                  SECTION 7. EXPENSES. The Company agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.

                  SECTION 8. HEADINGS. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
<PAGE>

                                                                               4

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


                                   HARSCO CORPORATION,

                                   by
                                      /s/ Salvatore D. Fazzolari
                                      ------------------------------------------
                                      Name: Salvatore D. Fazzolari
                                      Title: Sr. Vice President, CFO & Treasurer


                                   JPMORGAN CHASE BANK, individually
                                   and as Administrative Agent,

                                   by
                                      /s/ Tina L. Ruyter
                                      ------------------------------------------
                                      Name: Tina L. Ruyter
                                      Title: Vice President
<PAGE>

                                                                               5

                                   SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF
                                   SEPTEMBER 27, 2002, TO THE HARSCO CORPORATION
                                   FIVE-YEAR CREDIT AGREEMENT DATED AS OF
                                   SEPTEMBER 29, 2000



                                   NATIONAL WESTMINTER BANK PLC

                                   by
                                      /s/ Julian Dakin
                                      Name: Julian Dakin
                                      Title: Senior Vice President



                                   SVENSKA HANDELSBANKEN AB (PUBL)

                                   by
                                      /s/ Jonas Daun
                                      ------------------------------------------
                                      Name: Jonas Daun
                                      Title: Senior Vice President

                                   by
                                      /s/ Mikael Westerback
                                      ------------------------------------------
                                      Name: Mikael Westerback
                                      Title: Vice President



                                   CITIBANK N.A.

                                   by
                                      /s/ Stuart G. Miller
                                      ------------------------------------------
                                      Name: Stuart G. Miller
                                      Title: Vice President



                                   ALLFIRST BANK

                                   by
                                      /s/ Jennifer Uricheck
                                      ------------------------------------------
                                      Name: Jennifer Uricheck
                                      Title: Assistant Vice President
<PAGE>

                                                                               6

                                   PNC BANK, NATIONAL ASSOCIATION

                                   by
                                      /s/ Robert J. Giannone
                                      ------------------------------------------
                                      Name: Robert J. Giannone
                                      Title: Vice President



                                   SUNTRUST BANK

                                   by
                                      /s/ Stephen Derby
                                      ------------------------------------------
                                      Name: Stephen Derby
                                      Title: Director



                                   THE BANK OF NOVA SCOTIA

                                   by
                                      /s/ Todd S. Meller
                                      ------------------------------------------
                                      Name: Todd S. Meller
                                      Title: Managing Director



                                   WACHOVIA BANK, NATIONAL ASSOCIATION

                                   by
                                      /s/ David L. Driggers
                                      ------------------------------------------
                                      Name: David L. Driggers
                                      Title: Managing Director

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</DOCUMENT>
