ASSET AND STOCK PURCHASE AGREEMENT

Asset Purchase Agreement

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AMERICAN WELDING & TANK LLC | HARSCO CORPORATION | SHERWOOD VALVE LLC | STRUCTURAL COMPOSITES INDUSTRIES LLC | TW CRYOGENICS LLC

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Title: ASSET AND STOCK PURCHASE AGREEMENT
Governing Law: Delaware Date: 2/29/2008
Industry: Misc. Capital Goods Law Firm: Jones Day;Reed Smith Sector: Capital Goods

EXHIBIT 2(d)

ASSET AND STOCK PURCHASE AGREEMENT

BY AND BETWEEN

HARSCO CORPORATION

AND

TAYLOR-WHARTON INTERNATIONAL LLC

DATED AS OF

N ovember 28 , 2007

TABLE OF CONTENTS

Page

ARTICLE I	DEFINITIONS	1
1.1	Certain Defined Terms	1
1.2	Other Defined Terms	11


ARTICLE II	PURCHASE AND SALE	14
2.1	Purchase and Sale of the Sold Assets	14
2.2	Purchase and Sale of the Shares	15
2.3	Excluded Assets	16
2.4	Assumption of Liabilities, etc	17
2.5	Purchase Price	19
2.6	Cash Adjustment	19
2.7	Net Working Capital	21
2.8	Allocation of Total Consideration.	24
2.9	The Closing	25
2.10	Deliveries at the Closing	26
2.11	Post-Closing Share Transfer Filings	30
2.12	Tax Withholding	30


ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	31
3.1	Organization	31
3.2	Authorization; Enforceability	31
3.3	Capital Stock of Sold Companies	31
3.4	Financial Statements	32
3.5	Sufficiency of the Assets	32
3.6	No Approvals or Conflicts	32
3.7	Compliance with Law; Permits	33
3.8	Proceedings	33
3.9	Absence of Certain Changes	33
3.10	Tax Matters	35
3.11	Employee Benefits	38
3.12	Labor Relations	40
3.13	Intellectual Property	40
3.14	Contracts	42

TABLE OF CONTENTS

(continued)

Page

3.15	Environmental Matters	44
3.16	Insurance	44
3.17	Personal Property Assets	45
3.18	Real Property	45
3.19	No Brokers’ or Other Fees	47
3.20	Undisclosed Liabilities	47
3.21	Customers and Suppliers	47
3.22	Product and Services Liability	47
3.23	Inventories	47
3.24	Accounts Receivable	48
3.25	Acquisitions and Divestitures	48
3.26	Books and Records	48
3.27	Certain Business Relationships with the Company	49
3.28	Employees; Employment Matters	49
3.29	No Other Representations or Warranties	49


ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF THE BUYER	50
4.1	Organization	50
4.2	Authorization; Enforceability	50
4.3	No Approvals or Conflicts	50
4.4	Proceedings	51
4.5	Compliance with Laws; Permits	51
4.6	Financing	51
4.7	No Brokers’ or Other Fees	52
4.8	Condition of the Business	52
4.9	Solvency	52
4.10	Capitalization	53


ARTICLE V	COVENANTS AND AGREEMENTS	53
5.1	Conduct of Business Prior to the Closing	53
5.2	Access to Books and Records; Cooperation	55
5.3	Tax Matters: Cooperation; Preparation and Filing of Tax Returns; Transfer Taxes and other Tax Matters	57
5.4	Tax Indemnity	60

TABLE OF CONTENTS

(continued)

Page

5.5	Procedures Relating to Indemnity of Tax Claims	62
5.6	Refunds; Treatment of Payments	63
5.7	Employees; Employment Matters	64
5.8	Labor Matters	70
5.9	Financing	70
5.10	Contact With Customers and Suppliers	70
5.11	Non-Solicitation	70
5.12	Closing and Disclosure Schedules	71
5.13	Reserved	71
5.14	Corporate Names	71
5.15	Further Actions	73
5.16	Elimination of Certain Obligations	74
5.17	Bulk Transfer Laws	74
5.18	Confidentiality	74
5.19	Exclusivity	75
5.20	Capital Expenditures	75
5.21	Post-Signing Statements	75


ARTICLE VI	CONDITIONS TO THE COMPANY’S OBLIGATIONS	75
6.1	Representations and Warranties	75
6.2	Performance	76
6.3	Officer’s Certificate	76
6.4	HSR Act; Competition/Foreign Investment Law	76
6.5	Governmental Orders	76


ARTICLE VII	CONDITIONS TO THE BUYER’S OBLIGATIONS	76
7.1	Representations and Warranties	76
7.2	Performance	77
7.3	Officer’s Certificate	77
7.4	HSR Act; Competition/Foreign Investment Law	77
7.5	Governmental Orders	77
7.6	Financing	77
7.7	Business Material Adverse Effect	77

iii

TABLE OF CONTENTS

(continued)

Page

ARTICLE VIII	TERMINATION	77
8.1	Termination	77
8.2	Procedure and Effect of Termination	78


ARTICLE IX	INDEMNIFICATION	79
9.1	Indemnification by the Company	79
9.2	Indemnification by the Buyer	81
9.3	Indemnification as Exclusive Remedy	81
9.4	Environmental Indemnification Claims	82
9.5	Procedures for Environmental Response Action	84
9.6	Indemnification Calculations	86
9.7	Survival	87
9.8	Notice and Opportunity to Defend	87
9.9	Additional Limitations	88
9.10	Subrogation	89
9.11	Taylor-Wharton Asia	89


ARTICLE X	MISCELLANEOUS	90
10.1	Fees and Expenses	90
10.2	Governing Law	90
10.3	Projections	90
10.4	Certain Interpretive Matters	91
10.5	Amendment	92
10.6	No Assignment	92
10.7	Waiver	92
10.8	Notices	92
10.9	Complete Agreement	93
10.10	Counterparts	94
10.11	Publicity	94
10.12	Severability	94
10.13	Third Parties	94
10.14	Non-Recourse	94
10.15	Arbitration	94

SCHEDULES

Schedule 1.1	Knowledge of the Buyer
Schedule 1.2	Reference Working Capital Calculation
Schedule 2.1(c)	Sold Contracts
Schedule 2.1(e)	Intellectual Property to be Assigned
Schedule 2.1(f)	Company Owned Real Property
Schedule 2.1(g)	Company Leased Real Property
Schedule 2.1(h)	Motor Vehicles
Schedule 2.1(m)	Other Sold Assets
Schedule 2.4(a)(v)	Assumed Litigation Matters
Schedule 2.7(a)	Accounting Principles
Schedule 2.8	Allocation of Total Consideration
Schedule 2.8 (a)	Preliminary Allocation Statement
Schedule 2.8 (b)	Revised Allocation Statement
Schedule 2.8(d)	Real Property Allocation Statement
Schedule 2.10(a)(xviii)	Material Closing Condition Consents
Schedule 3.3	Sold Companies Share Information
Schedule 3.4	Audited Financial Statements and Interim Financial Statements
Schedule 3.4(a)	Certain Financial Information
Schedule 3.5	Sufficiency of Assets
Schedule 3.6	No Approvals or Conflicts
Schedule 3.7	Compliance with Law; Permits
Schedule 3.8	Proceedings
Schedule 3.9	Absence of Certain Changes
Schedule 3.10	Tax Matters
Schedule 3.10(w)	Certain Tax Elections
Schedule 3.11(a)	Company Benefit Plans
Schedule 3.11(d)	Proceedings with respect to Assumed Plans
Schedule 3.11(e)	Acceleration of Benefits under U.S. Company Benefit Plans
Schedule 3.11(f)	Foreign Plan Exceptions
Schedule 3.11(h)	Unfunded U.S. Company Benefit Plans
Schedule 3.12	Labor Relations
Schedule 3.13	Intellectual Property
Schedule 3.13 (o)	Certain Trademarks and Domain Names
Schedule 3.14(a)	Material Contracts
Schedule 3.14(c)	Material Contracts not in Full Force and Effect
Schedule 3.15	Environmental Matters
Schedule 3.16	Insurance
Schedule 3.17	Personal Property Assets
Schedule 3.18(a)	Sold Companies’ Leased Real Property
Schedule 3.18(b)	Sold Companies’ Owned Real Property
Schedule 3.20	Undisclosed Liabilities
Schedule 3.21	Customers and Suppliers
Schedule 3.23	Consigned Inventory
Schedule 3.24(a)	Acquired Accounts Receivable
Schedule 3.25(a)	Acquisitions and Divestitures
Schedule 3.27	Related Party Transactions

Schedule 3.28(a)	Employees; Employment Matters
Schedule 3.28(b)	WARN Act
Schedule 4.6	Commitment Letters
Schedule 4.10	Buyer Capitalization
Schedule 5.1	Exceptions to Covenants Regarding Conduct of Business Prior to the Closing
Schedule 5.7(a)	Certain Active Employees
Schedule 5.7(a) (i)	Certain Designated Employees of the Sold Companies
Schedule 5.7(a) (ii)	Certain Designated Employees of the Asset Sellers
Schedule 5.7(f)	Assumed Plans
Schedule 5.7(m)	German Transferred Employees
Schedule 5.20	Capital Expenditures
Schedule 9.4(a) (iii)	Permitted Environmental Compliance Activities

EXHIBITS

A	Cooperation Agreement
B	Harrisburg Lease
C	Transition Services Agreement
D	Non-Compete Agreement
E	Waiver and Release
F	Form of Operating Agreement

vii

ASSET AND STOCK PURCHASE AGREEMENT

This ASSET AND STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of November 28, 2007, is by and between Harsco Corporation, a Delaware corporation (the “ Company ”), and Taylor-Wharton International LLC, a Delaware limited liability company (the “ Buyer ”).

RECITALS

WHEREAS, the Company’s Gas Technologies Segment, directly or indirectly through the Asset Sellers and the Sold Companies, is engaged in the manufacture, marketing, sale and service of (a) gas containment products including cryogenic gas storage tanks, high pressure and acetylene cylinders, propane tanks, composite vessels for industrial and commercial gases and natural gas vehicle products and (b) gas control products including valves and regulators, in its facilities located in the United States, Europe, Australia, Malaysia and China (the “ Business ”; defined terms shall have the meanings set forth in ARTICLE I); and

WHEREAS, the Company desires to sell, and the Buyer desires to purchase, the Business, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Acquired Intellectual Property ” shall mean all Intellectual Property owned by the Sold Companies and all Intellectual Property owned by the Asset Sellers and included in the Sold Assets.

“ Affiliate ” shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“ Ancillary Agreements ” shall mean (a) with respect to the Sold Assets, such Deeds, bills of sale, endorsements, assignments, affidavits and other instruments of sale, conveyance, transfer and assignment from the Asset Sellers, in form and substance reasonably satisfactory to the Company and the Buyer, as shall be necessary under Law or contemplated by this Agreement in order to transfer all right, title and interest of the applicable Asset Sellers in, to and under such Sold Assets in accordance with the terms hereof, (b) with respect to the Assumed Liabilities, such instruments of assumption, in form and substance reasonably satisfactory to the Company and the Buyer, as shall be necessary under Law or contemplated by this Agreement in order for the Assumed Liabilities to be effectively assumed by the Buyer, (c) with respect to the Shares, such instruments of sale, conveyance, transfer and assignment, and such other

agreements or documents, if any, in each case, in form and substance reasonably satisfactory to the Company and the Buyer, as shall be necessary under Law or contemplated by this Agreement in order to transfer to the Buyer (or its designee) all right, title and interest of the applicable Equity Seller in such Shares in accordance with the terms hereof, (d) the Transition Services Agreement, (e) the Harrisburg Lease, (f) the Cooperation Agreement, (g) the Non-Compete Agreement, (h) the Waiver and Release and (i) the Operating Agreement.

“ Asset Sellers ” shall mean (a) the Company, (b) Harsco GmbH and (c) Harsco Technologies Corp., a Minnesota corporation and a wholly owned subsidiary of the Company.

“ Business Day ” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the city of New York, New York, United States of America.

“ Business Material Adverse Effect ” shall mean any material adverse effect on the business, results of operations, or financial condition of the Business, taken as a whole, but shall exclude any effect (a) resulting from general economic conditions, (b) affecting companies in the gas technologies industry generally, except to the extent having a disproportionate effect on the Business, (c) resulting from a material worsening of current conditions caused by acts of terrorism or war (whether declared or undeclared), except to the extent having a disproportionate effect on the Business, (d) resulting from the announcement or performance of this Agreement or the transactions contemplated hereby, or (e) resulting from any changes in applicable Laws or accounting rules.

“ Business Real Property ” shall mean, collectively, the Company Leased Real Property, the Sold Companies’ Leased Real Property, the Company Owned Real Property and the Sold Companies’ Owned Real Property.

“ Buyer Subsidiary ” shall mean, collectively, TW Cylinders LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer, TW Cryogenics LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer, Sherwood Valve LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer, American Welding & Tank LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer, and Structural Composites Industries LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer.

“ Cash ” shall mean the sum of cash and cash equivalents, plus all uncollected bank deposits and less all outstanding checks and other draws and drafts (including overdrafts) as of the applicable measurement date (it being understood that “Cash” can be a negative number).

“ Change of Control Payments ” shall mean any payment in the nature of compensation that becomes payable (without regard to any conditions precedent) to any Person by the Company or any of its Affiliates (including the Sold Companies) as a result of, or in connection with, the transactions contemplated by this Agreement, including stay bonuses, sale or transaction bonuses, or similar change of control payments.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Competition/Foreign Investment Law ” means any Law that prohibits, restricts or regulates (a) foreign investment, (b) antitrust, monopolization or restraint of trade or (c) competition.

“ Confidentiality Agreement ” shall mean the confidentiality agreement dated March 28, 2007, between the Buyer and the Company.

“ control ” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“ Cooperation Agreement ” shall mean the Cooperation Agreement, dated as of the Closing Date, to be entered into by the Company and the Buyer, substantially in the form of Exhibit A .

“ Customs and International Trade Laws ” means any Law, Executive Order, Permit, directive, ruling, order, decree, ordinance, award, or other decision or requirement having the force or effect of law, of any arbitrator, court, government or government agency or instrumentality (domestic or foreign), concerning the importation of merchandise, the export or re-export of products (including technology and services), the terms and conduct of international transactions, and making or receiving international payments, including (i) the Tariff Act of 1930, as amended and other laws and programs administered or enforced by the United States Bureau of Customs and Border Protection, the United States Bureau of Customs and Immigration Enforcement, and their predecessor agencies, (ii) the Export Administration Act of 1979, as amended and the Export Administration Regulations, (iii) the International Emergency Economic Powers Act as amended, (iv) the Arms Export Control Act, (v) the International Traffic in Arms Regulations, (vi) export controls administered by an agency of the United States government, (vii) the USA PATRIOT Act of 2001 as amended, (viii) Executive Orders of the President regarding embargoes and restrictions on transactions with designated entities (including countries, terrorists, organizations and individuals), (ix) embargoes and restrictions administered by the United States Office of Foreign Assets Control, (x) the Money Laundering Control Act of 1986 as amended, (xi) requirements for the marking of imported merchandise, prohibitions or restrictions on the importation of merchandise made with the use of slave or child labor, (xii) the Foreign Corrupt Practices Act as amended, (xiii) the antiboycott regulations administered by the United States Department of Commerce and the United States Department of the Treasury, (xiv) legislation and regulations of the United States and other countries implementing the North American Free Trade Agreement and other free trade agreements to which the United States is a party, (xv) antidumping and countervailing duty laws and regulations, and (xvi) laws and regulations adopted by the governments or agencies of foreign countries concerning the ability of U.S. persons to own businesses or conduct business in those countries, restrictions by foreign countries on holding foreign currency or repatriating funds, or otherwise relating to the same subject matter as the United States laws and regulations described above.

“ Debt Obligations ” shall mean, with respect to any Person as of any date without duplication, (i) all indebtedness of such Person or any of its subsidiaries for borrowed money, whether or not current, short-term or long-term, secured or unsecured, (ii) all indebtedness of such Person or any of its subsidiaries for the deferred purchase price of property or services, including obligations represented by a note, earnout or contingent purchase payment agreement, (iii) all indebtedness of such Person or any of its subsidiaries created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person or any of its subsidiaries, as applicable (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (iv) all indebtedness of such Person or any of its subsidiaries secured by a purchase money mortgage or other lien to secure all or part of the purchase price of the property subject to such mortgage or lien, (v) all lease obligations of such Person or any of its subsidiaries under leases that are capital leases in accordance with GAAP, (vi) all credit extended on behalf of such Person or any of its subsidiaries in respect of banker’s acceptances and letters of credit (other than stand-by letters of credit in support of ordinary course trade payables), (vii) all liability of such Person or any of its subsidiaries with respect to interest rate swaps, collars, caps and similar hedging obligations, (viii) any accrued and unpaid interest, fees and other expenses on any of the foregoing, (ix) all indebtedness referred to in clauses (i) through (viii) above of any Person other than such Person or any of its subsidiaries that is either guaranteed by, or secured by an Encumbrance upon any property owned by, such Person or any of its subsidiaries.

“ Deeds ” shall mean the special or limited warranty deeds or deeds with covenant against grantor’s acts conveying the Company Owned Real Property to the Buyer or its designee.

“ Disclosure Schedules ” shall mean the schedules delivered by the Company prior to or concurrently with the execution and delivery of this Agreement, as such schedules may be amended or supplemented by the Company from time to time prior to the Closing pursuant to Section 5.12.

“ Disposition ” shall mean any transaction or series of transactions pursuant to which any Person (other than an Affiliate of Buyer) acquire(s), directly or indirectly, (i) limited liability company interests possessing the voting power to elect a majority of the board of managers of a Buyer Subsidiary (whether by merger, consolidation, reorganization, combination, sale or transfer of limited liability company interests) or (ii) all or substantially all of a Buyer Subsidiary’s assets.

“ Due Date ” shall mean the due date with respect to any applicable Tax Return (taking into account valid extensions).

“ Dutch III ” shall mean GasServ (Netherlands) III, B.V., a company incorporated under the Laws of the Netherlands and a wholly owned indirect subsidiary of the Company.

“ Dutch IV ” shall mean GasServ (Netherlands) IV, B.V., a company incorporated under the Laws of the Netherlands and a wholly owned indirect subsidiary of the Company.

“ Dutch V ” shall mean GasServ (Netherlands) V, B.V., a company incorporated under the Laws of the Netherlands and a wholly owned indirect subsidiary of the Company.

“ Duty ” shall mean any stamp, transaction or registration duty or similar charge imposed by any Governmental Authority, including any interest, fine, penalty, charge or other amount imposed in respect thereof, excluding any Tax.

“ Encumbrance ” shall mean any security interest, pledge, mortgage, lien, transfer restriction, lease, charge, option, easement, claim or right of first refusal.

“ Environment ” shall mean soil, surface water, groundwater, stream sediment, surface or subsurface strata and ambient air.

“ Environmental Claim ” shall mean any written notice, claim, demand, action, suit, complaint or proceeding by any Person alleging any actual or potential liability or violation under any Environmental Law.

“ Environmental Laws ” means all U.S. federal, state, local and foreign (including the Republic of China, Slovak Republic and Malaysia) laws, statutes, regulations, ordinances, rules and binding orders, judgments, decrees, common law, or any other provisions having the force or effect of law, pertaining to Hazardous Materials, pollution, protection of the environment, or public health and safety with respect to exposure to Hazardous Materials, and including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Solid Waste Disposal Act, the Federal Water Pollution Control Act, the Clean Air Act and the Toxic Substances Control Act.

“ Equity Sellers ” shall mean (a) GasServ (Netherlands) I, B.V., a company organized under the Laws of the Netherlands and a wholly owned subsidiary of the Company, (b) GasServ (Netherlands) II, B.V., a company organized under the Laws of the Netherlands and a wholly owned subsidiary of the Company, (c) GasServ (Netherlands) VI, B.V., a company organized under the Laws of the Netherlands and a wholly owned subsidiary of the Company, (d) GasServ (Netherlands) VII, B.V., a company organized under the Laws of the Netherlands and a wholly owned subsidiary of the Company, and (e) Harsco (Australia) Pty Limited, a company organized under the Laws of Australia and a wholly owned subsidiary of the Company.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ ERISA Affiliate ” shall mean any person that, together with the Company, is or was at any time treated as a single employer under Section 414 of the Code or Section 4001 of ERISA and any general partnership of which the Company is or has been a general partner.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ GAAP ” shall mean United States generally accepted accounting principles and practices as of the date hereof.

“ General Enforceability Exceptions ” means the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at Law).

“ Governmental Authority ” means any of the following: (i) the United States of America or any other country, (ii) any state, commonwealth, territory or possession of any of the foregoing and any political subdivision thereof (including counties and municipalities), and (iii) any agency, authority or instrumentality of any of the foregoing, including any court, tribunal, department, bureau, commission, board, arbitrator or panel of arbitrators.

“ Governmental Order ” shall mean any order, writ, injunction, decree, judgment, assessment or arbitration award of a Governmental Authority.

“ Harrisburg Lease ” shall mean the Lease Agreement, dated as of the Closing Date, to be entered into by the Company and the Buyer, substantially in the form of Exhibit B , providing for the Buyer’s lease from the Company of certain real property located in Harrisburg, Pennsylvania relating to the Business.

“ Harsco GmbH ” shall mean Harsco GmbH, a company organized under the laws of Germany and a wholly owned indirect subsidiary of the Company.

“ Hazardous Material ” shall mean any material that is listed or defined as a “hazardous substance,” “hazardous waste,” “toxic substance” or any other term of similar import under any Environmental Law, including petroleum, asbestos or asbestos containing materials and polychlorinated biphenyls.

“ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“ Income Taxes ” shall mean (i) all Taxes based upon, measured by, or calculated with respect to (A) net income or profits (including any capital gains or minimum Tax but not including any sales, use, real or personal property, transfer or similar Taxes) or (B) multiple bases (including, but not limited to, corporate franchise or doing business) if one or more Taxes upon which such Tax may be based, measured by or calculated with respect to, is described in clause (i)(A) above; or (ii) all U.S., state, local and foreign franchise Taxes, including in the case of each of clauses (i) and (ii) and related interest and penalties, additions to such Tax or additional amounts imposed with respect thereto by any Taxing Authority.

“ Intellectual Property ” shall mean any and all: (a) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent invention disclosures, and all other rights of inventorship together with all reissuances, continuations, continuations-in-part, divisions, revisions, extensions and re-examinations thereof; (b) registered and unregistered trademarks, trade names, trade dress, brand names, logos, slogans and Internet domain names and their associated goodwill and all registrations thereof and applications therefor; (c) copyrights and copyrightable works and all other rights of authorship recognized by statute or otherwise (including software, source code, object code, databases schematics, flowcharts and related items) and all applications, registrations and renewals in connection therewith; (d) trade secrets, ideas, processes, formulae, compositions, technology, manufacturing and production processes and

techniques, technical data, engineering production and other designs, engineering notebooks industrial models, discoveries, know-how, specifications, designs, plans, manuals, drawings, research, financial, marketing and business data, pricing and cost information, business and marketing plans, customer and supplier lists and information and all other confidential or proprietary information; (e) rights to sue for and remedies against past, present and future infringements of any or all of the foregoing and rights of priority and protection of interests therein under the Laws of any jurisdiction; (f) copies and tangible embodiments of all of the foregoing; and (g) all other proprietary, intellectual property or other rights relating to any of the foregoing.

“ Intercompany Obligations ” shall mean all intercompany notes, cash advances and payables between the Company or its Affiliates (other than the Sold Companies), on the one hand, and any of the Sold Companies, on the other hand.

“ Knowledge of the Buyer ” shall mean the actual knowledge of the individuals listed on Schedule 1.1 .

“ Knowledge of the Company ” shall mean the actual knowledge of the following individuals: Derek C. Hathaway, Chairman and Chief Executive Officer of the Company; Salvatore D. Fazzolari, President, Chief Financial Officer and Treasurer of the Company; Mark E. Kimmel, General Counsel and Corporate Secretary of the Company; James E. Cline, President of the Business; Douglas C. Shuff, Vice President and Controller of the Business; Scott W. Boyd, Vice President Sales and Marketing, Industrial Gas; Donald F. Fabricy, Vice President Sales and Marketing, Propane Products; Michael L. Larsen, Vice President and General Manager, American Welding and Tank; Hoyt H. Fitzsimmons, Jr., Vice President and General Manager, Taylor-Wharton, except that solely with respect to the Sold Companies, “Knowledge of the Company” shall mean in the case of Mr. Fitzsimmons, the actual knowledge of Mr. Fitzsimmons after reasonable independent inquiry; Kenneth O. Miller, Vice President and General Manager, Structural Composites; and Roger Carlson, Vice President and General Manager, Sherwood.

“ Law ” shall mean any statute, law, ordinance, regulation or rule of any Governmental Authority.

“ Liabilities ” shall mean any debt, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due), including all costs and expenses relating thereto.

“ Permits ” shall mean any permits, licenses, certificates, approvals and authorizations of any Governmental Authority and any industry certifications.

“ Permitted Encumbrances ” shall mean (a) statutory Encumbrances for current Taxes not yet due and payable, (b) Encumbrances in respect of property or assets imposed by Law that were incurred in the ordinary course of business, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar liens, and (c) easements, restrictions, covenants or similar matters relating to real property; provided , however , that none of the foregoing described in clauses (a), (b) and (c) above do or will, individually or in the aggregate,

materially impair the value or continued use and operation of the property to which they relate in the Business as presently conducted.

“ Person ” shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company, Governmental Authority or other entity.

“ Post-Closing Tax Period ” shall mean a taxable period that begins after the Closing Date.

“ Pre-Closing Period ” shall mean a taxable period that ends on or prior to the Closing Date.

“ Pre-Closing Period Income Tax Return ” shall mean any Pre-Closing Period Tax Return relating to Income Taxes.

“ Pre-Closing Period Tax Returns ” shall mean any Tax Return relating to a Pre-Closing Period.

“ Pre-Closing Taxes ” shall mean (a) all Taxes of or imposed on any of the Sold Companies for any and all Pre-Closing Periods, (b) all Taxes of or imposed on any of the Sold Companies for any and all portions of Straddle Periods ending on the Closing Date (determined in accordance with Section 5.4(b)), (c) all Taxes of an “affiliated group” (as defined in Section 1504 of the Code) (or similar group under applicable state, local or foreign Law) of which any of the Sold Companies (or any predecessor of any such Person) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar state, local or foreign Law), (d) all Taxes of any Person imposed on or required to be paid by any of the Sold Companies as a result of transferee, successor or similar liability, by contract, agreement (including any Tax Sharing Agreement) or assumption or pursuant to any Law or otherwise, which relate to an event or transaction occurring on or before the Closing, (e) any and all Transfer Taxes required to be paid by the Company pursuant to Section 5.3(f), (f) all Taxes of or imposed on any of the Sellers or their Affiliates, including Taxes of the Sellers or such Affiliates imposed on the Buyer or any of its Affiliates as a result of transferee, successor or similar liability (including bulk transfer laws) or pursuant to any Law or otherwise, which Taxes relate to an event or transaction (including transactions contemplated by this Agreement) occurring on or before the Closing, (g) all Periodic Taxes required to be paid by the Company pursuant to Section 5.3(e), (h) all Taxes imposed on the Company as a result of the transactions contemplated by Section 5.16, (i) all Taxes of the Buyer or any of its Affiliates as a result of an inclusion under Section 951(a) of the Code (or any similar provision of state or local Law) attributable to (A) “subpart F income,” within the meaning of Section 952 of the Code (or any similar provision of state or local Law) received or accrued on or prior to the Closing Date that is related or attributable to the Sold Companies or (B) the holding of “United States property,” within the meaning of Section 956 of the Code (or any similar provision of state or local Law) on or prior to the Closing Date that is related or attributable to the Sold Companies and (j) all withholding Taxes required to be withheld in connection with any payment with respect to the Preferred Rights.

“ Proceeding ” shall mean any judicial, administrative or arbitral actions, suits or proceedings (public or private) by or before any Governmental Authority or before any arbitrator, mediator or other alternative dispute resolution provider pursuant to any collective bargaining agreement, contractual agreement or Law, and including any audit or examination, or other administrative or court proceeding with respect to Taxes or Tax Returns.

“ Products ” shall mean any and all products of the Business.

“ Recourse Financing ” shall mean the financing provided to, or for the benefit of, the Company pursuant to that certain Loan and Security Agreement, dated as of April 18, 2001, between the Company and PNC Leasing, LLC and any collateral security or other related documents entered into in connection therewith.

“ Recourse Financing Receivables ” shall mean the notes receivable that remain outstanding as of the Closing under the Recourse Financing, along with the security interest in the underlying products relating to the Recourse Financing Receivables.

“ Reference Working Capital ” shall mean $162,417,000, as determined pursuant to Schedule 1.2 .

“ Release ” shall have the meaning provided in 42 U.S.C. Section 9601(22).

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Sellers ” shall mean the Asset Sellers and the Equity Sellers, collectively.

“ Shares ” shall mean all of the issued and outstanding capital stock or equity interests of Dutch III, T-W Slovakia, Dutch IV, Dutch V, and T-W Australia.

“ Sold Companies ” shall mean, collectively, (a) Dutch III, (b) Taylor-Wharton Asia (M) Sdn. Bhd., a company incorporated under the Laws of Malaysia and a wholly owned indirect subsidiary of the Company, (c) T-W Slovakia, (d) Dutch IV, (e) Taylor-Wharton Gas Equipment Sdn. Bhd., a company incorporated under the Laws of Malaysia and a wholly owned indirect subsidiary of the Company, (f) Dutch V, (g) Taylor-Wharton (Beijing) Cryogenic Equipment Co. Ltd., a company organized under the Laws of the People’s Republic of China and a wholly owned indirect subsidiary of the Company, and (h) T-W Australia.

“ Special Purpose Accounting Principles ” shall mean the accounting principles set forth in Note 2 to the Audited Financial Statements.

“ Straddle Period ” shall mean any taxable period that includes but does not end on the Closing Date.

“ Straddle Period Income Tax Return ” shall mean any Straddle Period Tax Return relating to Income Taxes.

“ Straddle Period Tax Returns ” shall mean any Tax Return relating to a Straddle Period.

“ subsidiaries ” shall mean, with respect to any Person, any other Person 50% or more of the voting equity of which is owned, directly or indirectly, by such first Person.

“ Tax ” or “ Taxes ” shall mean all (a) taxes, charges, withholdings, fees, levies, imposts, duties and governmental fees or other like assessments or charges of any kind whatsoever in the nature of taxes imposed by any United States federal, state, local or foreign or other Taxing Authority (including those related to income, net income, gross income, receipts, capital, windfall profit, severance, property (real and personal), production, sales, goods and services, use, business and occupation, license, excise, registration, franchise, employment, payroll (including social security contributions), deductions at source, withholding, alternative or add-on minimum, intangibles, ad valorem, transfer, gains, stamp, customs, duties, estimated, transaction, title, capital, paid-up capital, profits, premium, value added, recording, inventory and merchandise, business privilege, federal highway use, commercial rent or environmental tax, and any liability under unclaimed property, escheat, or similar Laws), (b) interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with (i) any item described in clause (a) or (ii) the failure to comply with any requirement imposed with respect to any Tax Return, and (c) liability in respect of any items described in clause (a) and/or (b) payable by reason of contract (including any Tax Sharing Agreement), assumption, transferee, successor or similar liability, operation of law (including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar state, local, or foreign Law)) or otherwise.

“ Tax Return ” shall mean any return, declaration, form, report, claim, informational return (including all Forms 1099) or statement required to be filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto or amendment thereof.

“ Taxing Authority ” shall mean, with respect to any Tax or Tax Return, the Governmental Authority that imposes such Tax or requires a person to file such Tax Return and the agency (if any) charged with the collection of such Tax or the administration of such Tax Return, in each case, for such Governmental Authority.

“ Tax Sharing Agreement ” shall mean any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract or arrangement, whether written or unwritten.

“ Third Party Expenses ” means all fees and expenses incurred by any Asset Seller or Sold Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties in connection therewith, including any management fee.

“ Transition Services Agreement ” shall mean a transition services agreement, dated as of the Closing Date, to be entered into by the Company and the Buyer, substantially in the form of Exhibit C .

“ Treasury Regulations ” shall mean the Treasury regulations promulgated under the Code, as such Treasury Regulations may be amended from time to time. Any reference herein to a particular provision of the Treasury Regulations means, where appropriate, the corresponding successor provision.

“ T-W Australia ” shall mean Taylor-Wharton (Australia) Pty Ltd., a company organized under the Laws of Australia and a wholly owned indirect subsidiary of the Company.

“ T-W Slovakia ” shall mean TAYLOR-WHARTON HARSCO, s.r.o., having its registered seat at Vstupný areál U.S. STEEL, Košice 044 54, Slovak Republic, identification number 36 206 750, registered with the District Court Košice I., Section: Sro, ins. No. 12483/V, a company organized under the Laws of the Slovak Republic and a wholly owned indirect subsidiary of the Company.

1.2 Other Defined Terms . The following terms shall have the meanings defined for such terms in the Sections set forth below:

Term	Section

AAA	10.15(a)(ii)
AAA Rules	10.15(a)(ii)
Acquired AR	3.24(a)
Acquired Inventories	3.23
Acquisition Transaction	5.19
Acquisitions and Divestitures	3.25(a)
Active Employee	5.7(a)
Agreed Principles	2.7(a)
Agreement	Preamble
Alternative Sale	9.11(b)
Answer	10.15(a)(i)
Answering Date	10.15(a)(ii)
Arbitration	10.15(a)
Arbitration Hearing	10.15(a)(v)
Arbitration Rules	10.15(a)(iii)
Arbitrator	10.15(a)(ii)
Arbitrator Engagement Date	10.15(a)(iv)
Arbitrator’s Award	10.15(a)(vi)
Assumed Liabilities	2.4(a)
Assumed Plans	5.7(e)
Audited Financial Statements	3.4(a)
Balance Sheet	3.4(a)
Basket	9.1
Business	Recitals
Buyer	Preamble

Term	Section

Buyer Indemnified Persons	9.1
Buyer’s Flexible Account Plan	5.7(i)
Buyer’s Welfare Plans	5.7(e)
Cap	9.1
Cash Statement Objection	2.6(c)
Claim Notice	9.8(a)
Claimant	10.15(a)(i)
Closing	2.9
Closing Balance Sheet	2.7(b)
Closing Date	2.9
Closing Purchase Price	2.5
Commitment Letters	4.6
Company	Preamble
Company Benefit Plans	3.11(a)
Company Indemnified Persons	9.2
Company Leased Real Property	2.1(g)
Company Owned Real Property	2.1(f)
Company’s Flexible Account Plan	5.7(i)
Company’s Welfare Plans	5.7(e)
CPA Firm	2.6(c)
Customers	3.21
Debt Commitment Letter	4.6
Demand	10.15(a)(i)
Environmental Basket	9.1
Environmental Cap	9.1
Environmental Sub-Basket	9.1
Environmental Sub-Basket Limitation	9.1
Equity Commitment Letter	4.6
Equity Condition Sale	9.11(a)
Estimated Cash	2.6(a)
Estimated Net Working Capital	2.7(a)
Excluded Assets	2.3
Excluded Liabilities	2.4(b)
Fast-Track Environmental Arbitration Answer	9.5(h)(ii)
Fast-Track Environmental Arbitration Submission	9.5(h)(i)
Fast-Track Environmental Arbitrator	9.5(h)(ii)
Fast-Track Standard	9.5(h)(ii)
Final Cash	2.6(b)
Final Cash Statement	2.6(c)
Final Net Working Capital	2.7(b)
Final Statement of Net Working Capital	2.7(c)
FIRPTA Certificate	2.10(a)(vi)
Foreign Plans	3.11(a)
German Transferred Employees	5.7(m)
Indemnification Acknowledgement	9.8(a)

Term	Section

Indemnified Party	9.8(a)
Indemnifying Party	9.8(a)
Indemnity Limitations	9.1
Initial Cash Statement	2.6(b)
Interim Financial Statements	3.4(a)
Inventory	2.1(b)
IRS	3.11(b)
Losses	9.1
Material Contracts	3.14(a)
MITI	9.11(a)
Net Working Capital	2.7(a)
Net Working Capital Objection	2.7(c)
Net Working Capital Statement	2.7(b)
Notice of Objection	9.5(h)(i)
Operating Agreement	2.5
Outside Date	8.1(d)
PBGC	3.11(l)
Pension Plan	3.11(m)
Periodic Taxes	5.3(e)
Preferred Rights	2.5
Prime Rate	2.6(d)
Purchase Price	2.5
Related Party	3.27
Related Party Agreements	2.10(a)(xv)
Respondent	10.15(a)(i)
Response Action	9.5
Schedule 2.8 Allocation Statements	2.8
Schedule 2.8(i) Allocation Statement	2.8
Schedule 2.8(ii) Allocation Statement	2.8
Shared Losses	9.1
Sold Assets	2.1
Sold Companies’ Leased Real Property	3.18(a)
Sold Companies’ Owned Real Property	3.18(b)
Sold Contracts	2.1(c)
Special Warranties	9.7
Sub-Basket	9.1
Sub-Basket Limitation	9.1
Substitute Financing	5.9
Suppliers	3.21
Tax Claim	5.5(a)
Tax Indemnitee	5.5(a)
Tax Indemnitor	5.5(a)
Tax Notice Period	5.5(b)
Third Party Claim	9.8(a)
Title Insurer	2.10(a)(ii)(A)(1)

Term	Section

Total Consideration	2.5
Transaction Financing	4.6
Transfer Taxes	5.3(f)
Transferred Employees	5.7(a)
Trust	5.7(e)
Trustee	5.7(e)
TW Asia	9.11(a)
Union Employees	5.7(c)
U.S. Company Benefit Plans	3.11(a)
WARN Act	3.28(b)

ARTICLE II

PURCHASE AND SALE

2.1 Purchase and Sale of the Sold Assets . On the Closing Date and subject to the terms and conditions set forth in this Agreement, the Company shall cause the Asset Sellers to sell, assign, transfer, convey and deliver to the Buyer (or its assignee(s)), and the Buyer (or its assignee(s)) shall purchase and acquire from the Asset Sellers, all of the right, title and interest of the Asset Sellers in and to the Sold Assets. The term “ Sold Assets ” shall mean collectively all properties, assets and rights of every nature, kind and description, tangible or intangible, whether real, personal or mixed, whether or not reflected on the books and records of the Asset Sellers and whether now existing or hereafter acquired, relating primarily to the Business as the same exist on the Closing Date, other than the Excluded Assets, including all of the following that relate primarily to the Business:

(a) all machinery, equipment, computer hardware, computer software, tools, office equipment, business machines, furniture, furnishings and all other tangible personal property;

(b) all inventories of raw material, work in progress, finished goods, spare parts, replacement and component parts, packaging, office and other supplies and all inventory of the Asset Sellers whether held by an Asset Seller or a third party on consignment or otherwise (collectively, “ Inventory ”);

(c) all rights and incidents of interest of, and benefits accruing to, the Asset Sellers in and to (i) all contracts and agreements set forth on Schedule 2.1(c) , (ii) open sales orders or other contracts for the sale of Products or services with respect to which such Products or services have not been delivered, whether or not set forth on Schedule 2.1(c) or (iii) any open purchase orders or other contracts made in the ordinary course of business, consistent with past practice, for the acquisition of materials by the Asset Sellers (collectively, the “ Sold Contracts ”);

(d) the rights and benefits of all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items;

(e) all rights, title and interest in and to the Acquired Intellectual Property as set forth on Schedule 2.1 (e) , and all other Intellectual Property owned by the Asset Sellers and used primarily in the operation of the Business;

(f) all real property owned by the Asset Sellers as set forth on Schedule 2.1(f) , including the buildings, structures, fixtures and improvements located thereon (the “ Company Owned Real Property ”);

(g) all rights and incidents of interest of, and benefits accruing to, the Asset Sellers pursuant to leases in and to the leased real property set forth on Schedule 2.1(g) (the “ Company Leased Real Property ”);

(h) the motor vehicles, including the motor vehicles set forth on Schedule 2.1(h) ;

(i) all Permits (including applications for issuance or renewal thereof), subject to Section 5.15(b);

(j) any accounts, notes and other receivables carried on the Asset Sellers’ books (including the Recourse Financing Receivables) and all lockboxes (but not the corresponding bank accounts) utilized by the Business with respect to receipt of customer payments;

(k) the rights of the Asset Sellers under, and any funds and property held in trust or any other funding vehicle pursuant to, or any insurance contract providing funding for, any Assumed Plan;

(l) copies of all books, records, ledgers, files, documents, correspondence, customer, supplier or other lists, manufacturing and engineering drawings and specifications, patterns, jigs, program maps, sales information, environmental records and files, business and marketing plans and proposals, service, maintenance and warranty records, procedure manuals, computer records, and other technical and business records; provided , however , that, subject to the obligations of the Company and its Affiliates under the Non-Compete Agreement, each Asset Seller shall be entitled to retain copies of any such materials that are necessary in its reasonable judgment for its Tax, accounting, personnel or legal purposes (including Securities and Exchange Commission reporting);

(m) the assets listed on Schedule 2.1(m) ; and

(n) any claim, remedy or right relating to any asset listed in clauses (a) through (m) above, including any insurance benefits arising from or relating to such assets prior to the Closing, but excluding any self-insured benefits of any of the Asset Sellers.

The Sold Assets shall be transferred, assigned or otherwise conveyed to the Buyer (or its assignee(s)) free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances that may be created by or on behalf of the Buyer (or its assignee(s)).

2.2 Purchase and Sale of the Shares . On the Closing Date and subject to the terms and conditions set forth in this Agreement, the Company shall cause the Equity Sellers to sell, assign and transfer to the Buyer (or its assignee(s)), and the Buyer (or its assignee(s)) shall purchase and acquire, all of the Equity Sellers’ right, title and interest in and to the Shares, free and clear of all Encumbrances other than such Encumbrances that may be created by or on behalf of the Buyer, subject to the full and prompt payment of all required Duties payable in connection with the transfer of such Shares by the Equity Sellers to the Buyer (or its assignee(s)) in accordance with Section 5.3(f).

2.3 Excluded Assets . The Sold Assets shall not include, and the Asset Sellers shall not sell, assign, transfer, convey or deliver to the Buyer (or its assignee(s)), and neither the Buyer nor its assignee(s) shall purchase or acquire, any right, title or interest in or to any of the Excluded Assets. The term “ Excluded Assets ” shall mean each of the following assets:

(a) any Cash owned by any of the Asset Sellers;

(b) the organizational documents, taxpayer and other identification numbers, minute and record books and the company seals of the Asset Sellers;

(c) any trademarks, corporate names, trade names, logos, domain names, or any variation thereof, and any rights or interests therein, and the goodwill associated therewith, incorporating the name “Harsco” or “MultiServ”, or any abbreviation thereof, including those set forth on Schedule 3.13(o) ;

(d) any assets and properties used in the Business that have been disposed of in the ordinary course, consistent with past practice, since the date of this Agreement;

(e) except as provided in Section 2.1(n), any rights to the Asset Sellers’ insurance policies, premiums or proceeds from insurance coverages relating to the Business for any period, and any other recovery by any of the Asset Sellers for the benefit of or otherwise relating to the Business from any Person;

(f) any rights to any refunds, and any deposits of the Asset Sellers with any Governmental Authority, relating to Taxes;

(g) subject to Section 5.3(b), all Tax Returns and financial statements of the Asset Sellers and the Business (other than Tax Returns and financial statements of the Sold Companies) and all records (including working papers) related thereto pertaining primarily to the Excluded Assets or the Excluded Liabilities;

(h) all of the Asset Sellers’ causes of action, claims, credits, demands or rights of set-off against third parties, to the extent related to any Excluded Asset;

(i) all rights that accrue to any of the Asset Sellers under this Agreement;

(j) all rights of the Asset Sellers under, and any funds and property held in trust or any other funding vehicle pursuant to, or any insurance contract providing funding for, any Company Benefit Plan that is not an Assumed Plan;

(k) the real property owned by the Company and to be leased to the Buyer pursuant to the Harrisburg Lease; and

(l) the real property owned by the Company and located in Lockport, New York, including all equipment located at such facility.

2.4 Assumption of Liabilities, etc . (a) Without limiting or otherwise affecting the Buyer’s (or its assignee(s) to the extent provided in the assumption agreement executed by such assignee(s) at Closing) responsibilities with respect to the Liabilities of the Sold Companies, on the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer (or its assignee(s) to the extent provided in the assumption agreement executed by such assignee(s) at Closing) shall assume effective as of the Closing, and shall thereafter pay, perform, be responsible for and discharge as and when due only the following Liabilities of the Asset Sellers relating to the Business, but excluding any Excluded Liabilities (the “ Assumed Liabilities ”):

(i) all Liabilities to be performed under the Sold Contracts after the Closing Date (but not any Liability thereunder arising out of or in connection with any breach of any such Contract occurring on or prior to the Closing Date);

(ii) all Liabilities assumed by the Buyer pursuant to Section 5.7;

(iii) Reserved.

(iv) all Liabilities of the Asset Sellers with respect to the Business for accounts payable and other current liabilities, but only to the extent included in the Final Statement of Net Working Capital;

(v) the litigation matters described on Schedule 2.4(a)(v);

(vi) all Liabilities arising out of or relating to accidents, occurrences and other incidents (including all Proceedings relating thereto) occurring after the Closing that result in (A) personal injury, (B) property damage or (C) any other Losses and, in each case, that result from, are caused by or arise out of, or are alleged to have resulted from, been caused by or arisen out of, directly or indirectly, use of, exposure to or otherwise on account of any Product manufactured, sold or distributed, or any service rendered, by or on behalf of any Asset Seller on or prior to the Closing Date; and

(vii) all Liabilities and claims arising out of or relating to refunds, repairs or replacements under any Product warranty on account of any Products sold, distributed or otherwise disposed of at any time prior to or after the Closing Date.

(b) Excluded Liabilities . The Buyer shall not assume, and shall not have been deemed to assume, any Liabilities other than the Assumed Liabilities. The term “ Excluded Liabilities ” shall mean all Liabilities of the Asset Sellers whether arising on or before the Closing Date, other than the Assumed Liabilities, including:

(i) all Liabilities arising out of Excluded Assets;

(ii) all Liabilities under any Company Benefit Plan that is not, or, to the extent such Company Benefit Plan is not, an Assumed Plan;

(iii) all employee- and/or labor-related Liabilities (including workers’ compensation Liabilities) other than those assumed by the Buyer pursuant to Section 5.7;

(iv) all Liabilities (including with respect to loss of life, personal injury, damage to any Business Real Property, Environmental Claims, or natural resource damages) arising out of or resulting from (A) any violation of any Environmental Law that occurred prior to the Closing Date in connection with the Business Real Property, operations of the Sold Assets or operation of the Business, (B) any Release of any Hazardous Materials into the Environment at, on, under or from the Business Real Property that occurred prior to the Closing Date, (C) any Release of any Hazardous Material into the Environment at, on, under or from any property formerly owned, leased or operated by the Asset Sellers in connection with the operation of the Business prior to the Closing Date (but not including the Business Real Property), and (D) any off-site disposal of any Hazardous Material prior to the Closing Date from the Business Real Property;

(v) (A) all Liabilities of or imposed on any of the Asset Sellers related or attributable to Taxes and (B) all Periodic Taxes related or attributable to the Sold Assets for all Pre-Closing Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on the Closing Date (determined in accordance with Section 5.3(e));

(vi) all Liabilities arising out of any Debt Obligations of any of the Asset Sellers (including the Recourse Financing and related notes receivable bad debt reserve);

(vii) all Liabilities to the Company or any of its Affiliates;

(viii) all Liabilities for any Third Party Expenses, severance pay obligations with respect to terminations on or prior to the Closing Date, and Change of Control Payments;

(ix) all Liabilities arising out of or relating to accidents, occurrences and other incidents (including all Proceedings relating thereto) occurring on or prior to the Closing (whether known or unknown and whether or not reported) that result in (A) personal injury, (B) property damage or (C) any other Losses and, in each case, that result from, are caused by or arise out of, or are alleged to have resulted from, been caused by or arisen out of, directly or indirectly, (1) use of, exposure to or otherwise on account of any Product manufactured, sold or distributed, or any service rendered, by or on behalf of any Asset Seller on or prior to the Closing Date; (2) automobile liability occurrences relating to any Asset Seller on or prior to the Closing Date; or (3) workers’ compensation occurrences relating to any Asset Seller on or prior to the Closing Date;

(x) all Liabilities for outstanding checks and other draws and drafts (including overdrafts) of the Asset Sellers; and

(xi) all Liabilities under a U.S. Company Benefit Plan in connection with any obligation to indemnify any Person for any penalties or taxes and underpayment or interest penalties under Section 409A of the Code.

(c) Further Assurances . Each party hereto covenants that it will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts and instruments that the other party hereto or any of its successors or permitted assigns may reasonably request in order to more fully evidence the assumption of the Assumed Liabilities provided for in this Section 2.4 and the sale and transfer of the Sold Assets and the Shares. With regard to the Sold Assets of Harsco GmbH, Harsco GmbH shall transfer the possession to the Buyer on the Closing Date. If certain assets sold pursuant to Section 2.1 are in the possession of third parties on the Closing Date, the transfer of possession shall be replaced by the assignment of the revindication right (“Herausgabeanspruch”) of Harsco GmbH to the Buyer.

2.5 Purchase Price . On the Closing Date and subject to the terms and conditions set forth in this Agreement, in consideration of the sale, assignment and transfer of the Shares and the Sold Assets, the Buyer shall on the Closing Date (a) pay to the Sellers (in a manner consistent with the allocation of the Purchase Price determined in accordance with Section 2.8) or their respective designee(s) (as agent for such Sellers) an aggregate amount equal to $340,000,000 payable as follows: (i) $300,000,000 in cash (A) plus (to the extent the value thereof is a positive number) or minus (to the extent the value thereof is a negative number) the Estimated Cash, and (B) plus (to the extent the value thereof is a positive number) or minus (to the extent the value thereof is a negative number) the amount by which the Estimated Net Working Capital is greater than or less than the Reference Working Capital; provided , however , that any positive adjustment pursuant to this Section 2.5(a)(i)(B) shall not exceed three million dollars ($3,000,000) (such positive or negative number, the “ Closing NWC Adjustment ”), by wire transfer of immediately available funds in U.S. dollars to one or more accounts of the Sellers designated at least two Business Days prior to the Closing Date (the amount determined pursuant to this Section 2.5(a)(i), the “ Closing Purchase Price ”), and (ii) $40,000,000 pursuant to a Series A Preferred Earnout Right (the “ Preferred Rights ”) set forth in the Amended and Restated Limited Liability Company Agreement of Buyer in the form attached hereto as Exhibit F (the “ Operating Agreement ”); and (b) assume the Assumed Liabilities (the payment, delivery and assumption described in Section 2.5(a) and 2.5(b), collectively, the “ Total Consideration ”). The Closing Purchase Price shall be adjusted after the Closing pursuant to Sections 2.6 and 2.7. The Closing Purchase Price, plus or minus the adjustment amounts determined pursuant to Sections 2.6 and 2.7, shall be the “ Purchase Price .” For purposes of Sections 2.6 and 2.7, any monetary conversion from the currency of a foreign country to U. S. dollars shall be calculated using the applicable exchange rates set forth in The Wall Street Journal , Eastern Edition as of the applicable measurement date.

2.6 Cash Adjustment .

(a) Estimated Cash . No later than three Business Days prior to the Closing Date, the Company shall prepare and deliver to the Buyer a good faith estimate of the amount of Cash of the Sold Companies anticipated to exist immediately prior to the Closing (the “ Estimated Cash ”).

(b) Initial Cash Statement . Within 60 days after the Closing Date, Buyer shall cause to be prepared and delivered to the Company a statement (the “ Initial Cash Statement ”) setting forth the amount of Cash of the Sold Companies actually existing on the Closing Date (the “ Final Cash ”). The Company will assist and cooperate with Buyer in the preparation of the Initial Cash Statement.

(c) Dispute . Within 10 days following receipt by the Company of the Initial Cash Statement, the Company shall deliver written notice to Buyer of any dispute it has with respect to the Initial Cash Statement (the “ Cash Statement Objection ”) setting forth a specific description of the basis of the Cash Statement Objection, the adjustments to the Initial Cash Statement which the Company believes should be made, and the Company’s calculation of the Final Cash. The Buyer will assist and cooperate with the Company in the preparation of any Cash Statement Objection. During such 10-day period, subject to the Company’s confidentiality obligations under the Non-Compete Agreement, the Buyer shall, at the request of the Company, on reasonable prior notice from the Company and during normal business hours, afford the Company reasonable access to the books and records with respect to the Business (to the extent relevant to the determination of the Final Cash) and otherwise reasonably cooperate with the Company in connection with its preparation of any Cash Statement Objection. The Company shall be deemed to have accepted any items not specifically disputed in the Cash Statement Objection. Failure to so notify Buyer within such 10-day period shall constitute acceptance and approval of Buyer’s calculation of the Final Cash. Buyer shall have 10 days following the date it receives the Cash Statement Objection to review and respond to the Cash Statement Objection. If the Company and the Buyer are unable to resolve all of their disagreements with respect to the determination of the foregoing items by the 10th day following Buyer’s response thereto, after having used their commercially reasonable efforts to reach a resolution, they shall refer their remaining differences to Ernst & Young LLP or, if such firm refuses to accept such engagement (or such firm is, at the relevant time, doing any work for the Buyer or the Company), another nationally recognized firm of independent public accountants as to which the Company and the Buyer mutually agree acting promptly and in good faith (in either case, the “ CPA Firm ”). The CPA Firm shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the calculation of the Estimated Cash, and only with respect to the specific remaining accounting-related differences so submitted, whether and to what extent, if any, the Initial Cash Statement requires adjustment. The Buyer and the Company each agree to execute, if requested by the CPA Firm, a reasonable engagement letter. The Company and the Buyer shall request the CPA Firm to render its determination within 45 days. All fees and expenses of the CPA Firm relating to this work shall be borne 50% by the Company and 50% by the Buyer. All determinations made by the CPA Firm will be limited to the matters submitted to the CPA Firm by the Buyer and the Company and shall be final, conclusive and binding on the parties and neither the Buyer nor the Company nor any of their respective Affiliates shall seek further recourse to courts or other tribunals, other than to enforce the CPA Firm’s determination. Judgment may be entered to enforce such report in any court of competent jurisdiction. The Company and the Buyer shall make reasonably available to the CPA Firm all relevant books and records, any work papers (including those of the parties’ respective accountants) and supporting documentation relating to the Initial Cash Statement and all other items reasonably requested by the CPA Firm. The “ Final Cash Statement ” shall be (i) the Initial Cash Statement in the event that (A) no Cash Statement Objection is delivered to Buyer during the initial 10-day period specified above or (B) the Company and the Buyer so agree, (ii) the Initial Cash Statement,

adjusted in accordance with the Cash Statement Objection, in the event that (A) Buyer does not respond to the Cash Statement Objection during the 10-day period specified above following receipt by Buyer of the Cash Statement Objection or (B) the Company and the Buyer so agree or (iii) the Initial Cash Statement, as adjusted pursuant to the agreement of the Buyer and the Company or as adjusted by the CPA Firm together with any other modifications to the Initial Cash Statement agreed upon by the Company and the Buyer.

(d) Downward Adjustment . If the Final Cash (as set forth on the Final Cash Statement) is less than the Estimated Cash, then the Closing Purchase Price shall be adjusted downward by an amount equal to (i) the amount of the deficiency between the Estimated Cash and the Final Cash plus (ii) interest computed at the rate declared from time to time by Citibank, N.A. as its “base rate” (calculated on the basis of 365 days and the actual number of days elapsed, the “ Prime Rate ”) for the period from the Closing Date to the date of such payment of the deficiency amount, and the Company shall pay or cause to be paid such amount by wire transfer of immediately available funds to an account designated by the Buyer. Such payment shall be made within three Business Days after the date on which the Final Cash Statement is determined.

(e) Upward Adjustment . If the Final Cash (as set forth on the Final Cash Statement) is greater than the Estimated Cash, then the Closing Purchase Price shall be adjusted upward by an amount equal to (i) the amount of the excess between the Final Cash and the Estimated Cash plus (ii) interest computed at the Prime Rate for the period from the Closing Date to the date of such payment of the excess amount, and the Buyer shall pay or cause to be paid such amount by wire transfer of immediately available funds to an account designated by the Company. Such payment shall be made within three Business Days after the date on which the Final Cash Statement is determined.

2.7 Net Working Capital .

(a) Estimated Net Working Capital . No later than three Business Days prior to the Closing Date, the Company shall prepare and deliver to the Buyer a good faith estimate of the Net Working Capital as of the Closing Date, together with all calculations related thereto (the “ Estimated Net Working Capital ”). “ Net Working Capital ” shall mean (i) the total current assets of the Business, including the Recourse Financing Receivables but excluding (A) Cash, (B) all assets related or attributable to Taxes, except any value added Tax or other comparable indirect Tax actually paid by the Sold Companies on or prior to the Closing Date for which the Sold Companies will be entitled to input credit or other offset against Tax that otherwise would be required to be paid by the Sold Companies subsequent to the Closing Date, (C) prepaid insurance maintained on the books of the Company and (D) Excluded Assets, less (ii) the current liabilities of the Business, including all accrued vacation Liabilities with respect to employees of the Business but excluding (A) all liabilities related or attributable to Taxes other than payroll taxes attributable to the Sold Companies, (B) unclaimed property reserve, (C) accrued salaries and wages, bonus accrual and incentive accrual with respect to the Business’ U.S. employees and employees of Harsco GmbH (it being understood that such items are Excluded Liabilities pursuant to Section 2.4(b)(iii)), (D) insurance liabilities maintained on the books of the Company (it being understood that such items are Excluded Liabilities), (E) long-term disability accrual (it being understood that the corresponding liability is an Excluded Liability), and (F) Excluded

Liabilities, in each case, as of 11:59 p.m. (Eastern Time) on the Closing Date and giving effect to the transactions described in Section 5.16, determined (i) in accordance with the Special Purpose Accounting Principles applied on a basis consistent with the Audited Financial Statements, as modified by the accounting principles set forth on Schedule 2.7(a) (including with respect to inventories), and (ii) consistent with the calculation of Reference Working Capital, which calculation is attached hereto as Schedule 1.2 (the “ Agreed Principles ”).

(b) Closing Balance Sheet; Net Working Capital Statement . Within 90 days after the Closing Date, Buyer shall cause to be prepared and delivered to the Company and the Company will reasonably cooperate with Buyer in connection with such preparation as reasonably requested by Buyer: (i) a consolidated balance sheet (the “ Closing Balance Sheet ”) of the Business as of 11:59 p.m. (Eastern Daylight Saving Time) on the Closing Date in accordance with the Agreed Principles; and (ii) a net working capital statement (the “ Net Working Capital Statement ”), setting forth the Net Working Capital (the “ Final Net Working Capital ”) determined based on the Closing Balance Sheet. During the 30 days following receipt by the Company of the Net Working Capital Statement, Buyer shall, at the request of the Company, on reasonable prior notice from the Company and during normal business hours, afford the Company access to the books and records with respect to the Business and otherwise reasonably cooperate with the Company in connection with its evaluation of the Net Working Capital Statement.

(c) Dispute . Within 30 days following receipt by the Company of the Net Working Capital Statement, the Company shall deliver written notice to Buyer of any dispute it has with respect to the Net Working Capital Statement (the “ Net Working Capital Objection ”) setting forth a specific description of the basis of the Net Working Capital Objection, the adjustments to the Net Working Capital Statement that the Company believes should be made, and the Company’s calculation of the Final Net Working Capital. The Buyer will assist and cooperate with the Company in the preparation of any Net Working Capital Objection. During such 30-day period, subject to the Company’s confidentiality obligations under the Non-Compete Agreement, the Buyer shall, at the request of the Company, on reasonable prior notice from the Company and during normal business hours, afford the Company reasonable access to the books and records with respect to the Business (to the extent relevant to the determination of the Final Net Working Capital) and otherwise reasonably cooperate with the Company in connection with its preparation of any Net Working Capital Objection. The Company shall be deemed to have accepted the Net Working Capital Statement except to the extent specifically disputed in the Net Working Capital Objection. The Company shall not dispute the accounting principles and adjustments used in preparing the Net Working Capital Statement and the Final Net Working Capital if such principles and adjustments are consistent with the Agreed Principles. Failure to so notify Buyer within such 30-day period shall constitute acceptance and approval of Buyer’s calculation of the Final Net Working Capital. Buyer shall have 30 days following the date it receives the Net Working Capital Objection to review and respond to the Net Working Capital Objection. If the Company and the Buyer are unable to resolve all of their disagreements with respect to the items specified in the Net Working Capital Objection by the 30th day following Buyer’s response thereto, after having used their commercially reasonable efforts to reach a resolution, they shall refer their remaining differences to the CPA Firm, which shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the Agreed Principles, and only with respect to the specific remaining accounting-related

differences so submitted, whether and to what extent, if any, the Net Working Capital Statement requires adjustment. The Buyer and the Company each agree to execute, if requested by the CPA Firm, a reasonable engagement letter. The Company and the Buyer shall request the CPA Firm to render its determination within 45 days. All fees and expenses of the CPA Firm relating to this work shall be borne equally by the Company and the Buyer. All determinations made by the CPA Firm will be limited to the matters submitted to the CPA Firm by the Buyer and the Company and shall be final, conclusive and binding on the parties and neither the Buyer nor the Company nor any of their respective Affiliates shall seek further recourse to courts or other tribunals, other than to enforce the CPA Firm’s determination. Judgment may be entered to enforce such report in any court of competent jurisdiction. The Company and the Buyer shall make reasonably available to the CPA Firm all relevant books and records, any work papers (including those of the parties’ respective accountants) and supporting documentation relating to the Net Working Capital Statement and all other items reasonably requested by the CPA Firm. The “ Final Statement of Net Working Capital ” shall be (i) the Net Working Capital Statement in the event that (A) no Net Working Capital Objection is delivered to Buyer during the initial 30-day period specified above with respect thereto or (B) the Company and the Buyer so agree, (ii) the Net Working Capital Statement, adjusted in accordance with the Net Working Capital Objection, in the event that (A) Buyer does not respond to the Net Working Capital Objection during the 30-day period specified above following receipt by Buyer of the Net Working Capital Objection or (B) the Company and the Buyer so agree or (iii) the Net Working Capital Statement, as adjusted pursuant to the agreement of the Buyer and the Company or as adjusted by the CPA Firm together with any other modifications to the Net Working Capital Statement agreed upon by the Company and the Buyer.

(d) Adjustment . For purposes of this Agreement, (i) the term “ Final NWC Adjustment ” shall mean the amount by which the Final Net Working Capital (as set forth on the Final Statement of Net Working Capital) is greater than or less than the Reference Working Capital; provided, however, that any positive Final NWC Adjustment shall not exceed three million dollars ($3,000,000), and (ii) the term “ NWC True-Up ” shall mean the amount equal to the Final NWC Adjustment (expressed as a positive number, if such adjustment amount was positive, and as a negative number, if such adjustment amount was negative) minus the Closing NWC Adjustment (expressed as a positive number, if such adjustment amount was positive, and as a negative number, if such adjustment amount was negative). For example, if the Closing NWC Adjustment was a three million dollar increase, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be negative one million dollars; and if the Closing NWC Adjustment was a three million dollar decrease, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be a positive five million dollars (i.e., subtracting a negative number converts it into a positive number). If the NWC True-Up amount is a positive number, the Buyer shall pay such positive amount, plus interest computed at the Prime Rate for the period from the Closing Date to the date of such payment, by wire transfer of immediately available funds to an account designated by the Company. If the NWC True-Up amount is a negative number, the Company shall pay such negative amount, plus interest computed at the Prime Rate for the period from the Closing Date to the date of such payment, by wire transfer of immediately available funds to an account designated by the Buyer. In each case, such payment shall be made within three Business Days after the date on which the Final Net Working Capital Statement is determined.

2.8 Allocation of Total Consideration .

(a) Prior to the Closing, the Company and the Buyer shall determine in good faith the preliminary manner in which the Closing Purchase Price shall be allocated among each of the Sellers, which determination shall be reflected on Schedule 2.8(a) (the “ Schedule 2.8(a) Allocation Statement ”). In the event that the Company and the Buyer cannot agree on the Schedule 2.8(a) Allocation Statement prior to the Closing, the Company and the Buyer shall each submit its proposed Schedule 2.8(a) Allocation Statement to each other at the Closing, and any remaining disputes shall be settled after the Closing by the parties and the CPA Firm in accordance with the principles of Section 2.8(b). The Buyer and the Company shall request the CPA Firm to render its determination within 45 days.

(b) Within thirty (30) Business Days after the later of the final resolution of the adjustments provided pursuant to Section 2.6 and Section 2.7 on the one hand, or any other adjustment, including any payment by Buyer in respect of the Preferred Rights, on the other hand, the Company shall provide to the Buyer (i) a revised Schedule 2.8(a) Allocation Statement (such revised Schedule 2.8(a) Allocation Statement shall be prepared in a manner consistent with the preliminary Schedule 2.8(a) Allocation Statement but adjusted solely to take into account the final determination of the adjustments pursuant to Section 2.6 and Section 2.7 (or otherwise pursuant to this Agreement and taking into account any payments by Buyer with respect to the Preferred Rights (other than the portion of any such payments characterized as interest)), provided , however , that any such adjustments or payments shall be allocated among the Sellers in the same manner (proportionately) in which the preliminary Schedule 2.8(a) Allocation Statement was prepared) and (ii) the manner in which the sum of the portion of the Purchase Price allocated to each Seller (in accordance with the revised Schedule 2.8(a) Allocation Statement) and the Assumed Liabilities (as agreed to by the parties) of each Seller (and, for U.S. federal income Tax purposes and applicable state and local income Tax purposes, the liabilities of the Sold Companies, as the case may be) shall be allocated among the Sold Assets (and, for U.S. federal income Tax purposes and applicable state and local income Tax purposes, the assets of the Sold Companies) of each Seller that will be acquired by the Buyer (or its assignees), which allocations shall be made in accordance with Section 1060 of the Code and the applicable Treasury Regulations and, to the extent not inconsistent therewith, any other applicable Tax Law (the “ Schedule 2.8(b) Allocation Statement ” and together with the Schedule 2.8(a) Allocation Statement, the “ Schedule 2.8 Allocation Statements ”); provided , however , that the Schedule 2.8 Allocation Statements shall be subject to the review and approval of the Buyer, which approval shall not be unreasonably withheld, delayed or conditioned. The Buyer shall have the right to withhold its approval to any portion of the Schedule 2.8 Allocation Statements by written notice to the Company. If the Buyer does not object to the Schedule 2.8 Allocation Statements by written notice to the Company within thirty (30) days after receipt by the Buyer of the Schedule 2.8 Allocation Statements, then the Schedule 2.8 Allocation Statements shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided , however , that such Schedule 2.8 Allocation Statements shall be subject to adjustment upon and as a result of any adjustment to the amounts used to determine the allocations used to prepare the Schedule 2.8 Allocation Statements under this Agreement and including any payments by the Buyer with respect to the Preferred Rights (other than the portion of any such payments characterized as interest). If the Buyer objects to the Schedule 2.8 Allocation

Statements, it shall notify the Company in writing of its objection to the Section 2.8 Allocation Statements and shall set forth in such written notice the disputed item or items and the basis for its objection and the Company and the Buyer shall act in good faith to resolve any such dispute for a period of thirty (30) days thereafter. If, within thirty (30) days of the Buyer’s delivery of a valid written notice of objection to the Schedule 2.8 Allocation Statements, the Company and the Buyer have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the CPA Firm, whose determination shall be binding upon the parties. The Buyer and the Company shall request the CPA Firm to render its determination within 45 days. The fees and expenses of the CPA Firm in connection with the resolution of any dispute under this Section 2.8 shall be paid 50% by the Company and 50% by the Buyer. In the event that any adjustment to the Total Consideration is paid between the parties pursuant to the terms of this Agreement (and taking into account any payments by the Buyer with respect to the Preferred Rights (other than the portion of any such payments characterized as interest)), the Company shall promptly provide the Buyer revised Schedule 2.8 Allocation Statements and the principles of this Section 2.8 shall apply to each of the revised Schedule 2.8 Allocation Statements. The parties agree to report (and cause their Affiliates to report) any payment with respect to the Preferred Rights in accordance with Section 4.5(e) of the Operating Agreement.

(c) Each of the parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (i) prepare and file all Tax Returns, including all IRS Forms 8594, in a manner consistent with (x) the Schedule 2.8 Allocation Statements as finally determined pursuant to this Section 2.8 (subject to adjustment in accordance with this Section 2.8 in the event of any adjustment to the Total Consideration), (y) the Real Property Allocation Statement, and (z) Section 4.5(e) of the Operating Agreement and (ii) take no position in any Tax Return, Proceeding, Tax contest or otherwise that is inconsistent with (x) the Schedule 2.8 Allocation Statements as finally determined pursuant to this Section 2.8 (subject to adjustment in accordance with this Section 2.8 in the event of any adjustment to the Total Consideration), (y) the Real Property Allocation Statement, or (z) Section 4.5(e) of the Operating Agreement. In the event that any of the allocations set forth in the Schedule 2.8 Allocation Statements are disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify and consult with the other party concerning the resolution of such dispute.

(d) Prior to the Closing, the Company and the Buyer shall determine in good faith the portion of the Total Consideration that will be allocated among the properties set forth on Schedule 2.8(d) (such allocation, the “Real Property Allocation Statement”). Notwithstanding anything to the contrary contained here, the Schedule 2.8 Allocation Statements shall be prepared in a manner consistent with the Real Property Allocation Statement. In the event that the Company and the Buyer cannot agree on the Real Property Allocation Statement prior to the Closing, the Buyer and the Company shall each submit its proposed Real Property Allocation Statement to each other at the Closing, and any remaining disputes shall be settled after the Closing by the parties and the CPA Firm in accordance with the principles of Section 2.8(b).

2.9 The Closing . Unless this Agreement shall have been terminated pursuant to ARTICLE VIII, subject to ARTICLE VI and ARTICLE VII, the closing (the “ Closing ”) of the

transactions contemplated by this Agreement shall take place at the offices of Reed Smith LLP, 10 S. Wacker Drive, 40 th Floor, Chicago, IL 60606, on the third Business Day following the satisfaction or waiver of all of the conditions set forth in ARTICLE VI and ARTICLE VII (other than those conditions that are to be satisfied at the Closing) (the “ Closing Date ”), or at such other place and time as may be agreed upon by the parties hereto. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered. Legal title, equitable title and risk of loss with respect to the Shares and the Sold Assets will be deemed transferred to or vested in the Buyer, and the transactions contemplated by this Agreement will be deemed effective for Tax, accounting and other computational purposes, and the parties will treat the Closing as if it had occurred, as of 11:59 p.m. (Eastern Time) on the Closing Date. Without limitation of any other provision hereof, the Company covenants and agrees to operate the Business in the ordinary course on the Closing Date.

2.10 Deliveries at the Closing .

(a) Deliveries by the Company . At or prior to the Closing, the Company shall deliver or cause to be delivered to the Buyer the following:

(i) either (A) stock certificates (or local legal equivalent) evidencing the Shares to be sold by the Equity Sellers duly endorsed in blank (and undated), or accompanied by stock powers duly executed in blank and with any required stock transfer tax stamps affixed, or (B) share transfer forms in respect of the Shares to be sold by the Equity Sellers, duly executed by the applicable Equity Sellers;

(ii) the Ancillary Agreements to which the Company or any of its Affiliates is a party, duly executed by the Company or such Affiliates, including the following documents pertaining to the transfer of each of the Company Owned Real Property and the Company Leased Real Property, as applicable:

(A) Company Owned Real Property Documents.

(B) Deed . The Deeds in recordable form executed and acknowledged by the Company in favor of Buyer (or Buyer’s nominee), in form and substance reasonably acceptable to Buyer and its counsel and Chicago Title Insurance Company (the “ Title Insurer ”), the delivery and recordation of which will vest in the Buyer (or the Buyer’s nominee) good, marketable and indefeasible fee title in and to the such real property and improvements, subject only to the Permitted Encumbrances;

(C) Title Policy . At the Company’s and the Buyer’s equally shared cost and expense, an ALTA Form 2006 owner’s policy of title insurance, if available, and if unavailable, an ALTA Form 10-17-92 owner’s policy of title insurance, dated the date and time of the Closing (or a written binding commitment from the Title Insurer to deliver the policy of title insurance at a future date), with an amount of insurance equivalent to the allocation of Purchase

Price as set forth herein, insuring the Buyer (or its nominee) as sole owner of good, marketable and indefeasible fee title to said real property and improvements, subject only to the Permitted Encumbrances, and containing such customary endorsements as are reasonably acceptable to the Company and the Buyer, of which the following shall be deemed reasonably acceptable if available in the applicable jurisdiction: a) extended coverage over standard or general exceptions; b) access; c) location; d) survey equivalency; e) utility facility; f) zoning 3.1 with parking; g) restrictions; h) deletion of creditor’s rights; i) encroachment, if applicable; j) subdivision, if applicable; k) mineral rights, if applicable; and l) contiguity, if applicable;

(D) Survey . At the Company’s and the Buyer’s equally shared cost and expense, a land title survey of the real property in accordance with current ALTA/ACSM standards, made by a surveyor or civil engineer reasonably acceptable to the Buyer, duly licensed in the jurisdiction in which the real property is located, setting forth: (A) the location of all easements, rights of way, set-back lines and other encumbrances and matters of record affecting or appurtenant to the real property; (B) the courses and measured distances of exterior property lines and the established building line(s) and side yard line(s), if any; (C) the location of the line of the street or streets abutting the real property or any portion thereof; (D) any and all encroachments (and the extent thereof in feet and inches) upon the real property or any easement appurtenant thereto; (E) the location of all improvements on the real property, the dimensions thereof and the distance therefrom to the facing exterior property lines and other buildings; and (F) whether the real property is located in a flood plain. The survey shall also contain the following Table A items: 1, 2, 3, 4, 6, 7(a), 7(b)(i), 8, 9, 10, 11(a), 14, 16 and 18. The survey shall be certified to the Buyer, the Company and the Title Insurer and be in form and substance reasonably acceptable to the Buyer, the Company and the Title Insurer; and

(E) Transfer Tax Forms . All state, city and/or county transfer tax forms and returns required to be completed, filed or recorded at the Closing with respect to said owned real property.

(F) Other Title and Escrow Documents . Such other documents as may be reasonably necessitated by the Title Insurer in connection with effectuating the issuance of the Title Policy and any related closing escrows, including an owner’s affidavit or statement in customary and commercially reasonable form; provided , that this delivery shall not require any special or exception-specific indemnifications to permit the deletion or “insuring over” of any non-standard title exception.

(G) Company Leased Real Property Documents.

(H) Assignment of Lease . A good and sufficient assignment of all right, title and interest of the applicable Asset Seller in and to the lease of the real property; and

(I) Transfer Tax Forms . All state, city and/or county transfer tax forms and returns required to be completed, filed or recorded at the Closing with respect to said leased real property.

(iii) possession and occupancy of the Company Owned Real Property and the Company Leased Real Property;

(iv) a certificate of good standing (if applicable) of each Seller and each Sold Company, issued by the secretary of state (or similar Governmental Authority) of its jurisdiction of incorporation or formation, dated as of the most recent practicable date;

(v) certified copies of resolutions duly adopted by the Board of Directors of each Seller, and certified copies of resolutions duly adopted by the shareholders of each Seller (to the extent such resolutions are required under applicable Law) evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party (to the extent applicable) and the consummation of the transactions contemplated hereby and thereby;

(vi) a certificate of an officer of each of the Company and Harsco Technologies Corp., a Minnesota corporation, certifying, pursuant to Treasury Regulations Section 1.1445-2(b)(2), that such entity is not a foreign person within the meaning of Sections 1445 and 897 of the Code (each such certificate, a “ FIRPTA Certificate ”);

(vii) a certificate of an officer of the Company certifying that none of the assets to be sold by Harsco GmbH hereunder is a “U.S. real property interest” (as defined in Section 897(c)(i)(A) of the Code);

(viii) a certificate of the Secretary or Assistant Secretary of the Company identifying the name and title and bearing the signatures of the officers of the Company authorized to execute this Agreement and the other agreements and instruments contemplated hereby;

(ix) a cross-receipt for the Closing Purchase Price paid on the Closing Date;

(x) a “pay-off” letter in respect of each Debt Obligation of the Asset Sellers (with respect to the Business) and the Sold Companies (including the Recourse Financing), each in form and substance reasonably acceptable to the Buyer and the Title Insurer (as applicable) and duly executed by the administrative agent or each of the lenders party thereto, as applicable, certifying as to the aggregate amount owed under such Debt Obligation as of immediately prior to the Closing (including any per diem amounts, if applicable) and agreeing that, among other things, upon the payment of such amount to the administrative agent or the lenders, as applicable at the Closing in accordance with the “pay-off” letter, (A) all amounts due and owing under such Debt Obligations will be satisfied in full and (B) all Encumbrances granted in favor of any Person under such Debt Obligations shall be released;

(xi) forms of UCC-3 Termination Statements in proper form for filing upon the Closing and such other release documents and/or forms as the Buyer deems reasonably necessary to validly terminate or release all Encumbrances (other than Permitted Encumbrances) granted by any Seller or any of its Affiliates in favor of any Person against any of the Sold Assets or any of the assets of the Sold Companies;

(xii) evidence reasonably satisfactory to the Buyer of the payments required under Section 5.16;

(xiii) a Non-Compete, Non-Solicitation and Confidentiality Agreement, in the form attached hereto as Exhibit D (the “ Non-Compete Agreement ”), duly executed by the Sellers;

(xiv) a Waiver and Release, in the form attached hereto as Exhibit E (the “ Waiver and Release ”), duly executed by the Sellers;

(xv) evidence reasonably satisfactory to the Buyer of the termination of all agreements, if any, by and among any of the Sold Companies or any of the Asset Sellers (with respect to the Business), on the one hand, and the Company or any of its Affiliates (other than any such agreements by and among two or more Sold Companies), on the other hand (“ Related Party Agreements ”);

(xvi) articles of incorporation, bylaws (or the equivalent applicable organizational documents) for each of the Sold Companies, certified by the jurisdiction of incorporation;

(xvii) minute books, stock record books, and all other books and records relating to the Sold Companies;

(xviii) evidence reasonably acceptable to Buyer of the consents set forth on Schedule 2.10(a)(xviii); and

(xix) Intellectual Property assignments, in form and substance reasonably satisfactory to the Buyer and executed by the applicable Seller(s), assigning the Seller’s entire right, title and interest in, to and under the trademarks, patents and domain names listed on Schedule 3.13 (but excluding those set forth on Schedule 3.13(o) ).

(b) Deliveries by the Buyer . At or prior to the Closing, the Buyer shall deliver or cause to be delivered to the Company (on its own behalf and as agent for the other Sellers) the following:

(i) the Closing Purchase Price by wire transfer of immediately available funds to an account or accounts designated by the Sellers, payable in accordance with Section 2.5(a) hereof;

(ii) the Ancillary Agreements to which the Buyer or any of its Affiliates is a party, duly executed by the Buyer or such Affiliates;

(iii) a certificate of good standing of the Buyer, issued by the Secretary of State of the State of Delaware, dated as of the most recent practicable date;

(iv) a copy of the certificate of formation (or equivalent document) of the Buyer, certified by the Delaware Secretary of State, dated as of the most recent practicable date;

(v) certified copies of resolutions duly adopted by the Board of Directors of the Buyer evidencing the taking of all corporate or other action necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby;

(vi) a certificate of the Secretary or Assistant Secretary of the Buyer identifying the name and title and bearing the signatures of the officers of the Buyer authorized to execute this Agreement and the other agreements and instruments contemplated hereby; and

(vii) a cross-receipt for the Sold Assets and the Shares delivered to the Buyer on the Closing Date.

2.11 Post-Closing Share Transfer Filings . Without limiting the generality of Section 2.4(c), the Buyer hereby covenants to and for the benefit of each of the Equity Sellers that it will, on or as soon as is reasonably practicable after the Closing Date, do and execute and deliver, or cause to be done and executed and delivered, all such further acts, deeds and instruments that may be necessary in the applicable jurisdiction to transfer to the Buyer the full legal title to the Shares, including (a) properly completing and submitting all administrative forms and other documentation required by the applicable Governmental Authority to legally recognize the transfer of such Shares to the Buyer (including corporate authorizations, financial statements, organizational documents and any other materials that may be required by the applicable Governmental Authority to determine the amount of any Duty that may be payable in connection with such transfer of Shares), (b) promptly responding to all questions of the applicable Governmental Authority with respect to the transfer of such Shares to the Buyer, and (c) upon the final determination of any applicable Duty, duly stamping the relevant documentation and submitting the same, as applicable, to the company secretary of the relevant company for registration. The Company covenants to and for the benefit of the Buyer that it will provide at the sole cost of the Buyer such reasonable assistance as is requested by the Buyer in relation to the Buyer’s obligations set out in this Section 2.11.

2.12 Tax Withholding . Notwithstanding anything contained herein to the contrary, the Buyer will be entitled to deduct, withhold and remit (or cause to be deducted, withheld and remitted) to the appropriate Taxing Authority from the Closing Purchase Price (or any adjustment thereto including any payment by the Buyer with respect to the Preferred Rights) and any other payments contemplated by this Agreement or the Operating Agreement such amounts as the Buyer, in its reasonable discretion, determines are required to be deducted, withheld and remitted with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law (including as a result of the failure of the Asset Sellers to deliver FIRPTA Certificates to the extent required pursuant to Section 2.10(a)(vi)).

The Buyer shall notify the Company in writing of its intent to deduct, withhold and remit to the appropriate Taxing Authority pursuant to this Section 2.12 promptly upon the Buyer’s discovery of any withholding tax obligation under this Agreement. The Buyer shall provide the Company with all reasonable opportunities to take appropriate action to avoid any such withholding obligation prior to the Closing Date. To the extent that amounts are deducted, withheld and remitted to the appropriate Taxing Authority pursuant to this Section 2.12, such amounts will be treated for all purposes of this Agreement or otherwise as having been paid to the Company or a Seller (as applicable) in respect of whom such deduction and withholding were made by Buyer or other Person. The Buyer shall provide the Company with appropriate documentation of all amounts so withheld, deducted and remitted pursuant to this Section 2.12.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Buyer as follows:

3.1 Organization . Each of the Sellers and the Sold Companies is a corporation or company, as applicable, duly incorporated, formed or organized, as applicable, validly existing and (to the extent any such jurisdiction recognizes the concept of good standing) in good standing under the Laws of its jurisdiction of incorporation, formation or organization, as applicable. Each of the Sellers and the Sold Companies has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not have and could not reasonably be expected to have a Business Material Adverse Effect or a material adverse effect on the ability of the Sellers to consummate the transactions contemplated by this Agreement.

3.2 Authorization; Enforceability . Each of the Sellers has the corporate power and authority to execute and deliver this Agreement (to the extent party hereto) and each Ancillary Agreement to which it is a party and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements by each of the Sellers, as applicable, and the performance by each of them of their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of such party. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Buyer, constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms.

3.3 Capital Stock of Sold Companies . Schedule 3.3 sets forth for each of the Sold Companies (a) its jurisdiction of incorporation, formation or organization, as applicable, and (b) the number of authorized, issued and outstanding shares of each class of its capital stock or other authorized, issued and outstanding equity interests, as applicable, the names of the holders thereof, and the number of shares or percentage interests, as applicable, held by each such holder. All the issued and outstanding shares of capital stock or other equity interests of the Sold Companies are owned of record free and clear of any Encumbrances. All of the issued and outstanding shares of capital stock or other equity interests of the Sold Companies have been validly issued, are fully paid and nonassessable and have not been issued in violation of any

preemptive or similar rights. There are no outstanding options, warrants, calls, rights or any other agreements relating to the sale, issuance or voting of any shares of the capital stock or other equity interests of the Sold Companies, or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock or other equity interests of the Sold Companies. The Sold Companies do not own any equity interest in any other Person (other than in another Sold Company).

3.4 Financial Statements .

(a) Attached as Schedule 3.4 are the (i) audited special purpose combined balance sheets of Harsco GasServ, a division of the Company, as of December 31, 2006 and 2005 (such balance sheet as of December 31, 2006, the “ Balance Sheet ”), and the related special purpose combined statements of income, comprehensive income, owner’s equity and cash flows for the years then ended (collectively, the “ Audited Financial Statements ”) and (ii) unaudited combined balance sheet of the Business as of October 31, 2007 and the related statements of income and cash flow for the ten-month period ended October 31, 2007 (the “ Interim Financial Statements ”). The foregoing income statements and statements of cash flow included in the Audited Financial Statements and the Interim Financial Statements present fairly, in all material respects, the combined results of operations and cash flow of the Business for the respective periods covered thereby, and the foregoing balance sheets included in the Audited Financial Statements and the Interim Financial Statements present fairly, in all material respects, the combined financial condition of the Business as of their respective dates, in each case, except as set forth on Schedule 3.4 , in accordance with the Special Purpose Accounting Principles applied on a consistent basis (subject, in the case of the Interim Financial Statements, to the absence of footnotes and to normal quarter-end and year-end adjustments). Attached as Schedule 3.4(a) is a correct and complete statement in all material respects of: (i) the corporate charges allocated to the Business in the Audited Financial Statements and in the Interim Financial Statements; and (ii) the insurance expense allocated to the Business in the Audited Financial Statements and in the Interim Financial Statements.

(b) The Business has not operated as a separate “stand alone” business within the Company. As a result, the Business, including the Sold Companies, have been allocated certain charges and credits as discussed more fully in the notes accompanying the Audited Financial Statements. Such charges and credits do not necessarily reflect the amounts that would have resulted from arms-length transactions.

3.5 Sufficiency of the Assets . Except for the Excluded Assets and as set forth on Schedule 3.5 , but giving effect to all transactions contemplated hereby (including, without limitation, the contemplated sale of a portion of the Harrisburg facility in accordance with the terms of the definitive agreement related thereto), the assets owned or held by the Sold Companies and the Sold Assets constitute all of the properties and assets necessary to conduct the Business as conducted by the Company and its Affiliates. The Sold Companies are not engaged in any activities other than the Business.

3.6 No Approvals or Conflicts . Except as set forth on Schedule 3.6 , the execution, delivery and performance by the Sellers of this Agreement and the Ancillary Agreements to which they are a party and the consummation by the Sellers of the transactions

contemplated hereby and thereby do not and will not (a) violate, conflict with or result in a breach by any Seller or any Sold Company of its organizational documents (including its certificate of incorporation and by-laws and similar documents), (b) violate, conflict with or result in a breach of, or constitute a default by any of the Sellers or the Sold Companies (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any payment or other penalty or any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of the Sellers, the Sold Companies or on the Shares or the Sold Assets under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit (including the permits listed on Schedule 3.15 ), lease, contract, Sold Contract or other material instrument to which any of the Sellers or the Sold Companies or any of their respective properties may be bound, (c) violate or result in a material breach of any Governmental Order or Law applicable to any of the Sellers or the Sold Companies or any of their respective properties or (d) except for filings for payment of Duty or required under any Competition/Foreign Investment Law or ERISA (each such requirement being identified on Schedule 3.6 ), and filings or approvals that may be required under the Exchange Act and as may be required by the nature of the business or ownership of the Buyer, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority.

3.7 Compliance with Law; Permits . Except as set forth on Schedule 3.7 (and except with respect to compliance with Environmental Laws, which is covered solely by Section 3.15), since January 1, 2005, the Sellers and the Sold Companies have conducted the Business, and the Sold Assets have been maintained, and the Sold Companies and the Asset Sellers (with respect to the Business) are currently, in compliance in all material respects with all Laws (including all Customs and International Trade Laws). Except with respect to Permits required under Environmental Laws (which are covered solely by Section 3.15), each of the Sold Companies possesses all material Permits necessary to conduct the Business as conducted and the Asset Sellers possess all of the material Permits necessary to conduct the Business as conducted and necessary to own, lease and operate the Sold Assets. All Permits described in the immediately preceding sentence are listed on Schedule 3.7 . All such Permits necessary to conduct the Business as conducted are in full force and effect, and, except as set forth on Schedule 3.6 or Schedule 3.7 , are transferable to the Buyer at the Closing. The Business has been conducted in accordance in all material respects with the requirements of such Permits.

3.8 Proceedings . Except as set forth on Schedule 3.8 (and except with respect to Environmental Claims, which are covered solely by Section 3.15), there are no Proceedings pending or, to the Knowledge of the Company, threatened against the Business or any of the Sellers or the Sold Companies.

3.9 Absence of Certain Changes . During the period from January 1, 2007 through the date of this Agreement, except as set forth on Schedule 3.9 (a) the Business has been conducted only in the ordinary course consistent in all material respects with past practice (other than data room assembly and maintenance, participation in management presentations, purchase agreement negotiations, and other similar activities undertaken by employees of the Business in connection with the process of selling the Business, which are not in the ordinary course) and (b) neither the Company (with respect to the Business) nor any Sold Company took any action that, if Section 5.1 had applied in such period, would have constituted a breach thereof. Since

January 1, 2007, there has not been a Business Material Adverse Effect or any event which reasonably could be expected to have a Business Material Adverse Effect.

3.10 Tax Matters . Except as set forth on Schedule 3.10:

(a) Each of the Sellers has: (i) timely filed all income, sales and other material Tax Returns that relate to the Business or the Sold Assets, and all such Tax Returns have been properly completed in compliance with all applicable Laws, and are true, correct and complete; and (ii) timely paid all Taxes shown to be due on any such Tax Return, and all other Taxes due and payable related or attributable to the Sold Assets or the Business, except for Taxes being contested in good faith and for which adequate reserves have been established and maintained in accordance with GAAP and specifically listed on Schedule 3.10 .

(b) Each of the Sellers has duly and timely collected and remitted all sales, use, excise or similar Taxes related or attributable to the Sold Assets or the Business in accordance with applicable Law, and none of the Sellers has any liability for the Taxes of any third Person with respect to the Sold Assets as a transferee or successor, by contract or otherwise.

(c) Solely with respect to the Sold Companies: (i) no Tax audits or administrative or judicial Proceedings are being conducted with respect to Taxes of any of the Sold Companies; (ii) there are no pending or threatened claims by any Taxing Authority with respect to Taxes that are related or attributable to the Sold Companies; (iii) there is no deficiency for any Tax, claim for additional Taxes, or other dispute or claim concerning any Tax liability of any of the Sellers that is related or attributable to the Sold Companies claimed, issued or raised by any Taxing Authority that has not been properly reflected in the Audited Financial Statements and/or the Interim Financial Statements; and (iv) none of the Sellers or Sold Companies has waived any statute of limitations in respect of Taxes that is related or attributable to the Sold Companies or agreed to any extension of time with respect to a Tax assessment or deficiency that is related or attributable to the Sold Companies.

(d) No material reassessments (for property, ad valorem or other Tax purposes) of any of the Sold Assets have been proposed in writing.

(e) No payments (or portion of any payments) resulting from, or in connection with, any transaction contemplated by this Agreement to any employee of the Business by the Company or any Affiliate thereof pursuant to any Company Benefit Plan or other arrangement will be considered “excess parachute payments” under Section 280G of the Code.

(f) All Tax Returns required to be filed by or on behalf of each of the Sold Companies on or prior to the Closing Date has been or shall be timely filed (subject to permitted extensions applicable to such filings), and all such Tax Returns are and shall be correct and complete. Each of the Sold Companies has timely paid all Taxes shown as due and payable on such Tax Returns and all other Taxes due and payable, other than Taxes that are being contested in good faith for which adequate reserves have been established in accordance with GAAP and which reserves are specifically disclosed on Schedule 3.10 .

(g) The Sold Companies have established reserves (which may be zero) in accordance with GAAP that are adequate for the payment of all Taxes not yet due and payable or

that are being contested in good faith and all such reserves, if any, are specifically disclosed on Schedule 3.10 . Since the date of the Audited Financial Statements, none of the Sold Companies have incurred any liability for Taxes other than in the ordinary course of business consistent with past practice.

(h) Each of the Sold Companies has timely withheld and paid over to the appropriate Taxing Authority all Taxes which it is required to withhold from amounts paid or owing to any employee, shareholder, creditor, holder of securities or other third party, and each of the Sold Companies has complied with all information reporting (including Forms 1099) and backup withholding requirements under applicable Law, including maintenance of required records with respect thereto.

(i) There are no Encumbrances relating to Taxes encumbering any of the Sold Assets or any assets of the Sold Companies, except for Permitted Encumbrances. There are no Encumbrances relating to Taxes encumbering any of the Shares.

(j) Reserved.

(k) None of the Sold Companies is the beneficiary of any extension of time within which to file any Tax Return.

(l) There are no: (i) examinations, audits, actions, Proceedings, investigations or disputes pending with respect to Taxes of the Sold Companies; (ii) deficiencies for any Tax, claims for Tax, or other dispute or claim concerning any Tax liability of any of the Sold Companies claimed, issued or raised by any Taxing Authority that has not been properly reflected (in accordance with GAAP) on Schedule 3.10 ; or (iii) written claims for Taxes asserted against the Sold Companies that, in each case, would reasonably be expected to result in Taxes of the Sold Companies except for Taxes which individually or in the aggregate would not reasonably be expected to be material, and none of the Sellers (with respect to the Business) or the Sold Companies has received from any Taxing Authority any written notice indicating an intent to open or initiate a Proceeding with respect to Tax matters.

(m) None of the Sold Companies has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired.

(n) None of the Sold Companies has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee, successor or as a result of similar liability, operation of Law, by contract (including any Tax Sharing Agreement) or otherwise.

(o) None of the Sold Companies is a party to or has any obligation under any Tax Sharing Agreement.

(p) No power of attorney that currently is in effect has been granted by any of the Sold Companies with respect to any Tax matter.

(q) None of the Sold Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period ending after the Closing Date as a result of any: (i) change in method of accounting for any period beginning on or prior to the Closing Date pursuant to Section 481 of the Code (or any similar provision of state, local or foreign Law); (ii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iii) intercompany transactions or excess loss accounts described in Treasury Regulation Section 1.1502-13, 1.1502-14 or 1.1502-19; (iv) installment sale or open transaction disposition made during a Pre-Closing Period; (v) prepaid income received or accrued on or prior to the Closing Date; or (vi) method of accounting that defers the recognition of income to any period ending after the Closing Date.

(r) None of the Sold Companies (i) has taken a reporting position on a Tax Return that, if not sustained, could be reasonably likely to give rise to a penalty for substantial understatement of federal income Tax under Section 6662 of the Code (or any similar provision of state, local or foreign Law) or (ii) has entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Section 1.6011-4(b)(2) or 301.6111-2(b)(2), or any other transaction that required or will require the filing of an IRS Form 8886.

(s) The Company has delivered or made available to the Buyer: (i) correct and complete copies of all Tax Returns required to be filed by each of the Sold Companies for which the statute of limitations has not expired; (ii) all ruling requests, technical advice memoranda, closing agreements or similar documents relating to each of the Sold Companies that could reasonably be expected to affect any period ending after the Closing Date or for which the statute of limitations has not expired; and (iii) all revenue agent’s reports, notices or proposed notices of deficiency or assessment, audit reports, information document requests, material correspondence and other similar documentation relating to Taxes or Tax Returns of each of the Sold Companies relating to any period for which the statute of limitations has not expired.

(t) None of the Sold Companies have or has had taxable presence in any jurisdiction other than jurisdictions for which Tax Returns have been duly filed, and Taxes have been duly paid, and no claim has been made by a Taxing Authority in a jurisdiction where any of the Sold Companies does not file Tax Returns and pay Taxes that any such Sold Company is or may be subject to any Tax Return filing requirements or subject to taxation by that jurisdiction.

(u) None of the Sold Companies is a party to any joint venture, partnership, other arrangement or contract which may reasonably be expected to be treated as a partnership for U.S. federal income Tax purposes.

(v) Each of the Asset Sellers other than Harsco GmbH is a United States person within the meaning of Section 7701(a)(30) of the Code. None of the Sold Assets of Harsco GmbH is a United States real property interest (within the meaning of Section 897(c) of the Code).

(w) Except as set forth on Schedule 3.10 3.10(w) , none of the Company or its Affiliates or the Sold Companies has made an election with respect to any of the Sold Companies pursuant to Treasury Regulations Section 301.7701-3. For U.S. federal income tax purposes, the

Company has treated each of the Sold Companies, and each of the Sold Companies is properly treated, as a disregarded entity (and not as a corporation or partnership).

3.11 Employee Benefits .

(a) Schedule 3.11(a) sets forth a list of (i) each “employee benefit plan” (within the meaning of Section 3(3) of ERISA), (ii) all other severance, salary continuation, Change of Control Payment, employment, incentive, bonus, stock option, stock purchase, restricted stock, retirement, pension, redundancy, profit sharing or deferred compensation plans, programs, agreements or policies and (iii) all other employee benefit plans or programs, in each case (A) in which Active Employees participate (other than any such plans, programs, agreements or policies required by Law to be provided to any such employees, including workers’ compensation or similar benefits) sponsored or maintained by the Company with respect to the Sold Assets or the Sold Companies or (B) with respect to which the Sold Companies or the Company have made or are required to make payments, transfers or contributions for employees of the Business (collectively, the “ Company Benefit Plans ”). Company Benefit Plans that are maintained in the United States are referred to as “ U.S. Company Benefit Plans ” and Company Benefit Plans that are not U.S. Company Benefit Plans are referred to as “ Foreign Plans ”. For purposes of this Section 3.11, the term “Company” includes any ERISA Affiliate.

(b) Copies of the following materials have been delivered or made available to the Buyer with respect to each Company Benefit Plan to the extent applicable: (i) current plan documents; (ii) the most recent determination letter from the Internal Revenue Service (“ IRS ”); and (iii) the most recent summary plan description and summary of material modifications to the extent not included in the summary plan description.

(c) The U.S. Company Benefit Plans are in material compliance with their terms and applicable requirements of ERISA, the Code and other Laws.

(d) Except as set forth on Schedule ‎ 3.11(d) , there are no pending or, to the Knowledge of the Company, threatened Proceedings, government audits or government investigations with respect to any Assumed Plans, other than routine claims for benefits by participants and beneficiaries.

(e) Except as set forth on Schedule ‎ 3.11(e) or as required by Law, no benefit under any of the Assumed Plans which is a U.S. Company Benefit Plan or under any employment-related agreement which is assumed by the Buyer in connection with the transaction contemplated by this Agreement, including any severance payment plan or agreement, will be provided or become accelerated, vested or payable solely by reason of any transaction contemplated by this Agreement.

(f) With regard to each Foreign Plan that is not a government scheme or program, except as set forth on Schedule 3.11 (f) and except as would not reasonably be expected to have a Business Material Adverse Effect: (i) all contributions to, and payments from, such Foreign Plan that may have been required to be made in accordance with the terms of such Foreign Plan, and, when applicable, the Laws of the jurisdiction in which such Foreign Plan is

maintained, have been timely made; (ii) the Company and each subsidiary of the Company (in each case, with respect to the Business) has complied with all applicable reporting and notice requirements, and such Foreign Plan has obtained from the Governmental Authority having jurisdiction with respect to such Foreign Plan all required determinations, if any, that such Foreign Plan is in compliance with the Laws of the relevant jurisdiction if such determinations are required in order to give effect to such Foreign Plan; (iii) such Foreign Plan has been administered in all material respects in accordance with its terms and all applicable Laws; (iv) the consummation of the transactions contemplated by this Agreement will not create or otherwise result in any Liabilities with respect to such Foreign Plan; and (v) except as required by applicable Laws, no condition exists that would prevent the Company from terminating or amending any Foreign Plan at any time for any reason without the payment of any fees, costs or expenses (other than the payment of benefits accrued thereunder and any reasonable expenses typically incurred in a termination event). Except as would not reasonably be expected to have a Business Material Adverse Effect, no Foreign Plan has unfunded liabilities that will not be offset by insurance or that are not fully accrued on the financial statements of the Assets Sellers or the Sold Companies.

(g) With respect to each Assumed Plan which is a U.S. Company Benefit Plan, within the past six (6) years there has occurred no non-exempt “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that could, if successful, reasonably be expected to result in any liability, direct or indirect, for the Company.

(h) The Company has paid all amounts that the Company is required to pay as contributions to the U.S. Company Benefit Plans as of the last day of the most recent fiscal year of each of such U.S. Company Benefit Plans; except as set forth on Schedule 3.11 (h) , all benefits accrued under any funded or unfunded U.S. Company Benefit Plan will have been paid, accrued or otherwise adequately reserved in accordance with GAAP as of the Closing Date, and all monies withheld from employee paychecks with respect to U.S. Company Benefit Plans have been transferred to the appropriate U.S. Company Benefit Plan in a timely manner as required by the Code, ERISA or other Laws.

(i) The Company has made no plan or commitment, whether or not legally binding, to create any additional Company Benefit Plan with respect to employees of the Business or, except as may be required by Law, to modify or change any Assumed Plan. No statement, either written or oral, has been made by the Company to any individual employed in the Business with regard to any Company Benefit Plan that was not in accordance with the Company Benefit Plans and that could reasonably be expected to have a Business Material Adverse Effect.

(j) With respect to the U.S. Asset Sellers, all individuals employed in the Business by the U.S. Asset Sellers as of the Closing and classified by the U.S. Asset Sellers as independent contractors satisfy the requirements under the Law to be so classified. No individuals are currently providing services to the Business pursuant to a leasing agreement or similar type of arrangement with the Company, nor has the Company (with respect to the Business) entered into any arrangement whereby services will be provided by such individuals.

(k) Within the last six (6) years, there have been no accumulated funding deficiencies (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Assumed Plan that is a U.S. Pension Plan and the Company made no request to the IRS for a waiver from any minimum funding requirement under Section 412 of the Code.

(l) With respect to any Company Benefit Plan that is a U.S. Pension Plan, the Company has not incurred any liability to the Pension Benefit Guaranty Corporation (the “ PBGC ”) under Section 4001 et seq. of ERISA other than with respect to the payment of premiums in the ordinary course, and no condition exists with respect to such Assumed Plan that could reasonably be expected to result in the Company incurring material liability to the PBGC under Title IV of ERISA. All premiums payable to the PBGC with respect to any Assumed Plan that is a U.S. Pension Plan have been paid when due.

(m) The term “ Pension Plan ” means all Company Benefit Plans that are defined benefit pension plans or that are otherwise subject to Section 412 of the Code or Title IV of ERISA. Within the past three (3) years, there has not been, with regard to any U.S. Pension Plan that is an Assumed Plan, any reportable event, as defined in Section 4043 of ERISA, which is required to be reported to the PBGC by Law.

(n) No U.S. Company Benefit Plan is a “multiemployer plan” as defined in Section 3(37) of ERISA.

(o) No Assumed Plan provides medical or other health benefits to retired or other former employees of the Asset Sellers or any Affiliate, except pursuant to COBRA or similar temporary continuation coverage provisions of state insurance law.

3.12 Labor Relations . Except as set forth on Schedule 3.12 : (a) none of the Sold Companies or the Asset Sellers (with respect to the Business) is a party to any collective bargaining agreement applicable to employees of the Sold Companies or the Asset Sellers (with respect to the Business), nor is any such contract or agreement presently being negotiated; (b) there is no material unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened against any of the Sold Companies or the Asset Sellers (with respect to the Business); (c) there have been no material grievances, arbitrations or other similar proceedings during the past three (3) years under, or pertaining to, any collective bargaining agreement or any associated side letters or agreements applicable to employees of the Sold Companies or the Asset Sellers (with respect to the Business)