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 Wenckbachstraat 1, NL-1951JZ Velsen Noord,
The
Netherlands, represented by Mr. S. D. Fazzolari, 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,
1209 Orange Street, Wilmington, Delaware 19801, U.S.A.,
represented by Mr. S. D. Fazzolari, 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 Avenue
Marnixlaan
24, B-1000
Brussels, Belgium, registered with the Commercial Register of
Brussels
under nr. 77.186, represented by Mr. Francois De Witte, acting
in
his
capacity of Vice-President and Mr. Bertrand Soenen, 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, HAV
