FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.3

HARSCO CORPORATION

AND

FIRST SUPPLEMENTAL INDENTURE

Dated as of May 15, 2008

to

Indenture

Dated as of May 15, 2008

          FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2008, between HARSCO CORPORATION, a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).

          Capitalized terms used herein and not otherwise defined herein have the meanings assigned to those terms in the Indenture unless otherwise indicated.

R E C I T A L S

     WHEREAS, the Company executed and delivered an indenture dated as of May 15, 2008 (the “Indenture”) between the Company and the Trustee;

     WHEREAS, Section 9.1 of the Indenture provides that the Company and the Trustee may enter into one or more indentures supplemental to the Indenture, without the consent of any Holders, to add, among other things, covenants and agreements of the Company to be observed thereafter for the protection of the Holders of all or any series of Securities and to establish the terms of any series of Securities;

     WHEREAS, the Company desires to issue one series of Securities, the 5.75% Senior Notes Due 2018 (the “Notes”); and

     WHEREAS, all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

     NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the parties hereto hereby agree as follows:

ARTICLE I
Terms and Conditions

     Section 1.1. Terms and Conditions. The terms and characteristics of the Notes shall be as follows (the numbered clauses set forth below corresponding to the lettered subsections of Section 3.1 of the Indenture, with terms used and not defined herein having the meanings specified in the Indenture):

	(a)		the title of the Notes shall be “5.75% Senior Notes due 2018” and the CUSIP for the Notes is 415864AJ6;
	(b)		the aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture shall be limited to $450,000,000; provided,

			however, that such authorized aggregate principal amount may from time to time be increased above such amount by a resolution of the Board of Directors to such effect;
	(c)		not applicable;
	(d)		the date on which the principal of the Notes shall be payable shall be May 15, 2018;
	(e)		the Notes shall bear interest at the rate of 5.75% per annum. The Interest Payment Dates on which such interest will be payable shall be May 15 and November 15 of each year, or the first business day thereafter if May 15 or November 15 is not a business day, commencing on November 15, 2008. The regular record date for the determination of Holders to whom interest is payable on any such Interest Payment Date shall be the May 1 and November 1, as the case may be, (in each case, whether or not a business day) immediately preceding the related Interest Payment Date;
	(f)		the principal of and any premium or interest on any Notes shall be payable at the office or agency of the Company maintained for that purpose in at the Corporate Trust Office of the Trustee, currently located at The Bank of New York, 101 Barclay Street, Fl. 8W, New York, NY 10286, Attn: U.S. Corporate Finance Group;
	(g)		The Notes will be redeemable in whole or in part, at the Company’s option, at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate as defined below, plus 30 basis points, plus accrued interest thereon to the date of redemption.
			“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to a maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount equal to the Comparable Treasury Price for such redemption date).
			“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new

			issues of corporate debt securities of comparable maturity to the remaining term of such Notes.
			“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the trustee obtains fewer than six such Reference Treasury Dealer Quotations, the average of all such Quotations, or (iii) if only one Reference Dealer Quotation is received, such quotation.
			“Independent Investment Banker” means one of the Reference Treasury Dealers that the Company appoints.
			“Reference Treasury Dealer” means (i) J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Greenwich Capital Markets, Inc. and their successors, provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the Company.
			“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time on the third business day preceding such redemption date.
			Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed.
			Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.
			If less than all of the Notes then outstanding are to be redeemed, the Notes to be redeemed shall be selected by DTC (as defined below), in the case of Notes represented by a Global Security, or by the Trustee by a method that the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Security.
	(h)		not applicable;
	(i)		the Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000;

	(j)		not applicable;
	(k)		not applicable;
	(l)		not applicable;
	(m)		not applicable;
	(n)		the Notes shall be subject to Sections 13.2 (Defeasance) and 13.3 (Covenant Defeasance) of the Indenture;
	(o)		(a) the Notes shall be issued in the form of one or more Global Securities; (b) the Depositary for such Global Securities shall be The Depository Trust Company (“DTC”); and (c) the procedures with respect to transfer and exchange of Global Securities shall be as set forth in the Indenture;
	(p)		not applicable;
	(q)		Covenants of the Company

(i) Change of Control Offer

If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option to redeem the Notes in accordance with Section 1.1(g) above, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in the Notes. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (as defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the applicable notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.

On each Change of Control Payment Date, the Company shall, to the extent lawful:

(A) accept for payment all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer;

(B) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(C) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.

The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions herein by virtue of any such conflict.

(ii) Limitations on Liens

The Company will not at any time create, incur, assume or guarantee, and will not cause, suffer or permit a Restricted Subsidiary (as defined below) to create, incur, assume or guarantee, any Secured Debt (as defined below) without making effective provision (and the Company covenants that in such case it will make or cause to be made effective provision) whereby the Securities then outstanding and any other indebtedness of or guaranteed by the Company or such Restricted Subsidiary then entitled thereto, subject to applicable priorities of payment, shall be secured by the Security Interest (as defined below) or guaranty securing such Secured Debt equally and ratably with (or, at the Company’s option, prior to) any

and all other obligations and indebtedness thereby secured, so long as any such Secured Debt remains outstanding, provided, however, that the foregoing covenants shall not be applicable to the following:

(A) (1) Any Security Interest upon any property hereafter acquired or constructed by the Company or a Restricted Subsidiary and created contemporaneously with, or within 12 months after, such acquisition or construction to secure or provide for the payment of all or any part of the purchase price of such property or the cost of construction thereof, as the case may be; or (2) the acquisition of property subject to any Security Interest upon such property existing at the time of acquisitions thereof, whether or not the obligation secured thereby is assumed by the Company or such Restricted Subsidiary; or (3) any Security Interest existing on the property or on the outstanding shares of indebtedness of a corporation at the time such corporation shall become a Restricted Subsidiary or arising after such corporation becomes a Restricted Subsidiary pursuant to contractual commitments entered into prior to and not in contemplation of such corporation becoming a Restricted Subsidiary; or (4) any Security Interest on property of a corporation (x) existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary, (y) existing at the time of a sale, lease or other disposition of the properties of a corporation or firm as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary, or (z) arising after a transaction described in (x) or (y) of this clause (4) pursuant to contractual commitments entered into prior to and not in contemplation of such transaction; provided in each case that any such Security Interest does not attach to or affect property owned by the Company or a Restricted Subsidiary prior to such acquisition or construction (except the real property on which any property so constructed is physically located, in the case of any such construction) or to other property thereafter acquired or constructed other than additions to such acquired or constructed property; or

(B) Mechanics’, materialmen’s, carriers’ or other like liens, arising in the ordinary course of businesses; or

(C) Any Security Interest arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulations as a condition to the transaction of any business, or the exercise of any privilege or license; or

(D) Liens of taxes or assessments for the then current year not at the time due, or the liens of taxes or assessments already due but the validity of which is