<DOCUMENT>
<TYPE>EX-10.A
<SEQUENCE>2
<FILENAME>y46501mex10-a.txt
<DESCRIPTION>$50,000,000.00 FACILITY AGREEMENT DATE 12/15/2000
<TEXT>

<PAGE>   1

                                                                   Exhibit 10(a)




                         $50,000,000 FACILITY AGREEMENT

                             dated 15 December 2000




                                       for



                               HARSCO FINANCE B.V.

                                       and

                            HARSCO INVESTMENT LIMITED

                                  as Borrowers


                                       and

                               HARSCO CORPORATION

                                  as Guarantor




                                      with



                          NATIONAL WESTMINSTER BANK PlC
                                acting as Lender











                                   LINKLATERS
                                   & ALLIANCE

                                   LINKLATERS


                                 Ref: JOBS/PHPS
<PAGE>   2
                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                    PAGE
<S>         <C>                                                           <C>
1.          Definitions and interpretation...............................    1
2.          The Facility.................................................   10
3.          Purpose......................................................   10
4.          Conditions of Utilisation....................................   10
5.          Utilisation..................................................   11
6.          Optional Currencies..........................................   12
7.          Repayment....................................................   13
8.          Prepayment and cancellation..................................   14
9.          Interest.....................................................   15
10.         Interest Periods.............................................   16
11.         Changes to the calculation of interest.......................   17
12.         Fees.........................................................   17
13.         Tax gross up and indemnities.................................   18
14.         Increased costs..............................................   20
15.         Other indemnities............................................   21
16.         Mitigation by the Lender.....................................   22
17.         Costs and expenses...........................................   23
18.         Guarantee and indemnity......................................   23
19.         Representations..............................................   25
20.         Information undertakings.....................................   30
21.         Financial covenants..........................................   32
22.         General undertakings.........................................   33
23.         Events of Default............................................   37
24.         Changes to the Lender........................................   40
25.         Changes to the Obligors......................................   41
26.         Conduct of business by the Lender............................   42
27.         Lender's Management Time.....................................   42
28.         Payment mechanics............................................   42
29.         Set-off......................................................   44
30.         Notices......................................................   44
31.         Calculations and certificates................................   45
32.         Partial invalidity...........................................   45
33.         Remedies and waivers.........................................   45
34.         Amendments and waivers.......................................   45
35.         Counterparts.................................................   46
36.         Governing law................................................   46
37.         Enforcement..................................................   46
</TABLE>


<PAGE>   3
<TABLE>
<CAPTION>
SCHEDULE                                                                  PAGE
<S>                                                                       <C>
SCHEDULE 1 Conditions Precedent..........................................   47
SCHEDULE 2 Requests......................................................   49
SCHEDULE 3 Mandatory Cost Formulae.......................................   52
SCHEDULE 4 Existing Liens................................................   54
SCHEDULE 5 Existing Indebtedness.........................................   55
</TABLE>



<PAGE>   4
THIS AGREEMENT is dated 15 December 2000 between:

(1)      HARSCO FINANCE B.V. (a private limited liability company with its
         corporate seat in Amsterdam) and HARSCO INVESTMENT LIMITED (a private
         limited company incorporated in England and Wales with company number
         03985379) (the "BORROWERS" and each a "BORROWER");

(2)      HARSCO CORPORATION (a corporation incorporated in the State of
         Delaware) (the "GUARANTOR"); and

(3)      NATIONAL WESTMINSTER BANK Plc as lender (the "LENDER").



IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this Agreement:

         "AFFILIATE" means, in relation to any person, a Subsidiary of that
         person or a Holding Company of that person or any other Subsidiary of
         that Holding Company.

         "AUTHORISATION" means an authorisation, consent, approval, resolution,
         licence, exemption, filing or registration.

         "AVAILABILITY PERIOD" means the period from and including the date of
         this Agreement to and including the Business Day before the Final
         Maturity Date specified in paragraph (a) of that definition.

         "AVAILABLE COMMITMENT" means the Lender's Commitment minus:

         (a)      the Base Currency Amount of any outstanding Loans; and

         (b)      in relation to any proposed Utilisation, the Base Currency
                  Amount of any Loans that are due to be made on or before the
                  proposed Utilisation Date other than any Loans that are due to
                  be repaid or prepaid on or before the proposed Utilisation
                  Date.

         "BASE CURRENCY" or "$" means Dollars.

         "BASE CURRENCY AMOUNT" means, in relation to a Loan, the amount
         specified in the Utilisation Request delivered by a Borrower for that
         Loan (or, if the amount requested is not denominated in the Base
         Currency, that amount converted into the Base Currency at the Lender's
         Spot Rate of Exchange on the date which is three Business Days before
         the Utilisation Date or, if later, on the date the Lender receives the
         Utilisation Request) adjusted to reflect any repayment.

         "BOARD" means the Board of Governors of the Federal Reserve System of
         the USA (or any successor).

         "BREAK COSTS" means the amount (if any) by which:

         (a)      the interest which the Lender should have received for the
                  period from the date of receipt of all or any part of a Loan
                  or Unpaid Sum to the last day of the current Interest

                                      -1-
<PAGE>   5
                  Period in respect of that Loan or Unpaid Sum had the principal
                  amount or Unpaid Sum received been paid on the last day of
                  that Interest Period;

                  exceeds:

         (b)      the amount which the Lender would be able to obtain by placing
                  an amount equal to the principal amount or Unpaid Sum received
                  by it on deposit with a leading bank in the Relevant Interbank
                  Market for a period starting on the Business Day following
                  receipt or recovery and ending on the last day of the current
                  Interest Period.

         "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
         banks are open for general business in London and:

         (a)      (in relation to any date for payment or purchase of a currency
                  other than euro) the principal financial centre of the country
                  of that currency; or

         (b)      (in relation to any date for payment or purchase of euro) any
                  TARGET Day.

         "CAPITAL LEASE OBLIGATIONS" of any person means the obligations of such
         person to pay rent or other amounts under any lease of (or other
         arrangement conveying the right to use) real or personal property, or a
         combination thereof, which obligations are required to be classified
         and accounted for as capital leases on a balance sheet of such person
         under GAAP and, for the purposes of this Agreement, the amount of such
         obligations at any time shall be the capitalised amount thereof at such
         time determined in accordance with GAAP.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
         time.

         "COMMITMENT" means $50,000,000, to the extent not cancelled, reduced or
         transferred by the Lender under this Agreement.

         "COMPLIANCE CERTIFICATE" means a certificate in form and substance
         satisfactory to the Lender.

         "DEFAULT" means an Event of Default or any event or circumstance
         specified in Clause 23 (Events of Default) which would (with the expiry
         of a grace period, the giving of notice, the making of any
         determination under the Finance Documents or any combination of any of
         the foregoing) be an Event of Default.

         "DOLLARS" and "$" mean the lawful currency of the USA.

         "DOMESTIC SUBSIDIARIES" means any Subsidiary organised or incorporated
         under the laws of one of the States of the United States, the laws of
         the District of Columbia or the Federal laws of the United States.

         "ENVIRONMENT" means living organisms including the ecological systems
         of which they form part and the following media:

         (a)      air (including air within natural or man-made structures,
                  whether above or below ground);

         (b)      water (including territorial, coastal and inland waters, water
                  under or within land and water in drains and sewers); and

         (c)      land (including land under water).

                                      -2-
<PAGE>   6
         "ENVIRONMENTAL LAW" means all laws and regulations of any relevant
         jurisdiction which:

         (a)      have as a purpose or effect the protection of, and/or
                  prevention of harm or damage to, the Environment;

         (b)      provide remedies or compensation for harm or damage to the
                  Environment; or

         (c)      relate to Hazardous Substances or health and safety matters.

         "ENVIRONMENTAL LICENCE" means any Authorisation required at any time
         under Environmental Law.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended from time to time.

         "ERISA AFFILIATE" means any trade or business (whether or not
         incorporated) that is a member of a group of which the US Obligor is a
         member and which is treated as a single employer under Section 414 of
         the Code.

         "EVENT OF DEFAULT" means any event or circumstance specified as such in
         Clause 23 (Events of Default).

         "FACILITY" means the revolving or, after the Term-Out Date, the term
         loan facility made available under this Agreement as described in
         Clause 2 (The Facility).

         "FACILITY OFFICE" means the office or offices notified by the Lender to
         the Guarantor and the Borrowers in writing as the office or offices
         through which it will perform its obligations under this Agreement.

         "FEE LETTER" means any letter or letters dated on or about the date of
         this Agreement between the Lender and the Guarantor setting out fees
         payable in relation to the Facility.

         "FINAL MATURITY DATE" means:

         (a)      in relation to a Revolving Loan not converted into a Term Loan
                  pursuant to Clause 7.2 (Term-Out), the date which is 364 days
                  from the date of this Agreement or, if extended in accordance
                  with Clause 7.3 (Extension), the date provided for in Clause
                  7.3 (Extension); or

         (b)      in relation to a Term Loan, the date provided for in Clause
                  7.2 (Term-Out).

         "FINANCE DOCUMENT" means this Agreement, any Fee Letter and any other
         document designated as such by the Lender and the Guarantor.

         "FINANCIAL OFFICER" of any person means the Chief Financial Officer,
         principal accounting officer, Treasurer or Controller of such person.

         "GAAP" means the generally accepted accounting principles, standards
         and practices in the United States.

         "GOVERNMENTAL AUTHORITY" means any Federal, state, local or foreign
         court or governmental agency, authority, instrumentality or regulatory
         body.

         "GROUP" means the Guarantor and its consolidated Subsidiaries for the
         time being.

                                      -3-
<PAGE>   7
         "GUARANTOR'S AUDITORS" means PricewaterhouseCoopers or such other
         auditors as may be appointed to the Group in accordance with Clause
         22.11 (Guarantor's Auditors).

         "HAZARDOUS SUBSTANCE" means any waste, pollutant, contaminant or other
         substance (including any liquid, solid, gas, ion, living organism or
         noise) that may be harmful to human health or other life or the
         Environment or a nuisance to any person or that may make the use or
         ownership of any affected land or property more costly.

         "HOLDING COMPANY" means, in relation to a company or corporation, any
         other company or corporation in respect of which it is a Subsidiary.

         "INDEBTEDNESS" of any person means, without duplication:

         (a)      all obligations of such person for borrowed money or with
                  respect to deposits or advances of any kind;

         (b)      all obligations of such person evidenced by bonds, debentures,
                  notes or similar instruments;

         (c)      all obligations of such person upon which interest charges are
                  customarily paid;

         (d)      all obligations of such person under conditional sale or other
                  title retention agreements relating to property or assets
                  purchased by such person;

         (e)      all obligations of such person issued or assumed as the
                  deferred purchase price of property or services;

         (f)      all Indebtedness of others secured by (or for which the holder
                  of such Indebtedness has an existing right, contingent or
                  otherwise, to be secured by) any Lien on property owned or
                  acquired by such person, whether or not the obligations
                  secured thereby have been assumed;

         (g)      all guarantees by such person of Indebtedness of others;

         (h)      all Capital Lease Obligations of such person;

         (i)      all obligations of such person in respect of interest rate
                  protection agreements, foreign currency exchange agreements or
                  other interest or exchange rate hedging arrangements; and

         (j)      all obligations of such person as an account party in respect
                  of letters of credit and bankers' acceptances,

         provided, however, that Indebtedness shall not include trade accounts
         payable in the ordinary course of business. The Indebtedness of any
         person shall include the Indebtedness of any partnership in which such
         person is a general partner.

         "INTEREST PERIOD" means, in relation to a Loan, each period determined
         in accordance with Clause 10 (Interest Periods) and, in relation to an
         Unpaid Sum, each period determined in accordance with Clause 9.3
         (Default interest).

         "LENDER'S SPOT RATE OF EXCHANGE" means the Lender's spot rate of
         exchange for the purchase of the relevant currency with the Base
         Currency in the London foreign exchange market at or about 11:00 a.m.
         on a particular day.

                                      -4-
<PAGE>   8
         "LIBOR" means, in relation to any Loan:

         (a)      the applicable Screen Rate; or

         (b)      (if no Screen Rate is available for the currency or period of
                  that Loan) the rate quoted by the Lender to leading banks in
                  the London interbank market,

         as of 11:00 a.m. on the Quotation Day for the offering of deposits in
         the currency of that Loan and for a period comparable to the Interest
         Period for that Loan.

         "LIEN" means, with respect to any asset:

         (a)      any mortgage, deed of trust, lien, pledge, encumbrance, charge
                  or security interest in or on such asset;

         (b)      the interest of a vendor or a lessor under any conditional
                  sale agreement, capital lease or title retention agreement
                  relating to such asset; and

         (c)      in the case of securities, any purchase option, call or
                  similar right of a third party with respect to such
                  securities.

         "LOAN" means a Revolving Loan or a Term Loan or the principal amount
         outstanding for the time being of that Revolving Loan or, as the case
         may be, Term Loan.

         "MANDATORY COST" means the percentage rate per annum calculated by the
         Lender in accordance with Schedule 3 (Mandatory Cost Formulae).

         "MARGIN" means:

         (a)      during any period on or before the first anniversary of the
                  date of this Agreement, 0.425 per cent. per annum; and

         (b)      to the extent the Facility continues in accordance with this
                  Agreement, during any period after the first anniversary of
                  the date of this Agreement, 0.525 per cent. per annum.

         "MARGIN STOCK" means margin stock or "Margin Security" within the
         meaning of Regulations T, U and X.

         "MATERIAL ADVERSE EFFECT" means:

         (a)      a materially adverse effect on the business, assets,
                  operations, prospects or condition, financial or otherwise, of
                  the Group taken as a whole; or

         (b)      a material impairment of the ability of any Obligor to perform
                  any of its respective obligations under any Finance Document
                  to which it is or becomes a party.

         "MONTH" means a period starting on one day in a calendar month and
         ending on the numerically corresponding day in the next calendar month,
         except that:

         (a)      if the numerically corresponding day is not a Business Day,
                  that period shall end on the next Business Day in that
                  calendar month in which that period is to end if there is one,
                  or if there is not, on the immediately preceding Business Day;
                  and

         (b)      if there is no numerically corresponding day in the calendar
                  month in which that period is to end, that period shall end on
                  the last Business Day in that calendar month.

                                      -5-
<PAGE>   9
         The above rules will only apply to the last Month of any period.

         "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section
         4001(a)(3) of ERISA to which the US Obligor or any ERISA Affiliate
         (other than one considered an ERISA Affiliate only pursuant to
         subsection (m) or (o) of Section 414 of the Code) is making or accruing
         an obligation to make contributions, or has within any of the preceding
         five years made or accrued an obligation to make contributions.

         "NET WORTH" has the meaning given to it in Clause 21 (Financial
         covenants).

         "OBLIGOR" means a Borrower or the Guarantor.

         "OPTIONAL CURRENCY" means a currency (other than the Base Currency)
         which complies with the conditions set out in Clause 4.3 (Conditions
         relating to Optional Currencies).

         "ORIGINAL FINANCIAL STATEMENTS" means:

         (a)      in relation to the Guarantor, the consolidated balance sheet
                  of the Group as at 31 December 1999 and the related
                  consolidated statements of income, cash flows and changes in
                  shareholders' equity of the Group for the fiscal year ended on
                  such date, with the opinion thereon of the Guarantor's
                  Auditors;

         (b)      in relation to the Guarantor, the unaudited consolidated
                  balance sheet of the Group as at 30 September 2000 and the
                  related consolidated statements of income and cash flows of
                  the Group for the nine-month period ended on such date; and

         (c)      in relation to each Borrower, its unaudited financial
                  statements for the nine-month period ended 30 September 2000.

         "PARTICIPATING MEMBER STATE" means any member state of the European
         Communities that adopts or has adopted the euro as its lawful currency
         in accordance with legislation of the European Union relating to
         European Monetary Union.

         "PARTY" means a party to this Agreement and includes its successors in
         title, permitted assigns and permitted transferees.

         "PBGC" means the Pension Benefit Guaranty Corporation of the USA
         established pursuant to Section 4002 of the ERISA or any entity
         succeeding to all or any of its functions under ERISA.

         "PLAN" means any employee pension benefit plan as defined in Section
         3(2) of ERISA (other than a Multiemployer Plan) subject to the
         provisions of Title IV of ERISA or Section 412 of the Code which is
         maintained for current or former employees, or any beneficiary thereof,
         of the US Obligor or any ERISA Affiliate.

         "QUALIFYING LENDER" has the meaning given to it in Clause 13 (Tax
         gross-up and indemnities).

         "QUOTATION DAY" means, in relation to any period for which an interest
         rate is to be determined:

         (a)      (if the currency is Sterling or Dollars) the first day of that
                  period;

         (b)      (if the currency is euro) two TARGET Days before the first day
                  of that period; or

         (c)      (for any other currency) two Business Days before the first
                  day of that period,

                                      -6-
<PAGE>   10
         unless market practice differs in the London interbank market for a
         currency, in which case the Quotation Day will be determined by the
         Lender in accordance with market practice in the Relevant Interbank
         Market (and if quotations for that currency and that period would
         normally be given by leading banks in the Relevant Interbank Market on
         more than one day, the Quotation Day will be the last of those days).

         "REGULATION T" means Regulation T of the Board as from time to time in
         effect and all official rulings and interpretations thereunder or
         thereof.

         "REGULATION U" means Regulation U of the Board as from time to time in
         effect and all official rulings and interpretations thereunder or
         thereof.

         "REGULATION X" means Regulation X of the Board as from time to time in
         effect and all official rulings and interpretations thereunder or
         thereof.

         "RELEVANT AGREEMENT" means the $50,000,000 facility agreement dated on
         or about the date of this Agreement between the Borrowers, the
         Guarantor and Citibank, N.A.

         "RELEVANT INTERBANK MARKET" means, in relation to euro, the European
         interbank market and, in relation to any other currency, the London
         interbank market.

         "REPEATING REPRESENTATIONS" means each of the representations set out
         in Clauses 19.1 (Status) to 19.4 (Power and authority), 19.6 (Dutch
         provisions), 19.9 (No default), 19.10(b) (True and complete
         disclosure), 19.11 (a) and (b) (Financial statements), 19.12 (Pari
         passu ranking), 19.14 (Environment laws and licences) to 19.18
         (Investment Company Act and Public Utility Holding Company Act).

         "REPORTABLE EVENT" means any reportable event as defined in Section
         4043(c) of ERISA or the regulations issued thereunder with respect to a
         Plan (other than a Plan maintained by an ERISA Affiliate that is
         considered an ERISA Affiliate only pursuant to a subsection (m) or (o)
         of Section 414 of the Code).

         "REVOLVING LOAN" means a revolving loan made or to be made under the
         Facility and which has not been converted into a Term Loan or the
         principal amount outstanding for the time being of that loan.

         "ROLLOVER LOAN" means one or more Loans:

         (a)      made or to be made on the same day that one or more maturing
                  Loans is or are due to be repaid;

         (b)      the aggregate amount of which is equal to or less than the
                  maturing Loan(s) (unless it is more than the maturing Loan(s)
                  solely because it arose as a result of the operation of Clause
                  6.2 (Unavailability of a currency));

         (c)      in the same currency as the maturing Loan(s) (unless it arose
                  as a result of the operation of Clause 6.2 (Unavailability of
                  a currency)); and

         (d)      made or to be made to the same Borrower for the purpose of
                  refinancing the maturing Loan(s).

                                      -7-
<PAGE>   11
         "SCREEN RATE" means the British Bankers' Association Interest
         Settlement Rate for the relevant currency and period displayed on the
         appropriate page of the Telerate screen. If the agreed page is replaced
         or service ceases to be available, the Lender may specify another page
         or service displaying the appropriate rate after consultation with the
         Guarantor.

         "SELECTION NOTICE" means a notice substantially in the form set out in
         Part II of Schedule 2 (Requests) given in accordance with Clause 10
         (Interest Periods) in relation to the Facility after the Term-Out Date.

         "STERLING" means the lawful currency of the United Kingdom.

         "SUBSIDIARY" means, in relation to any person (referred to in this
         definition as the "PARENT"), any corporation, partnership, association
         or other business entity:

         (a)      of which securities or other ownership interests representing
                  more than 50 per cent. of the equity or more than 50 per cent.
                  of the ordinary voting power or more than 50 per cent. of the
                  general partnership interests are, at the time any
                  determination is being made, owned, controlled or held; or

         (b)      which is, at the time any determination is made, otherwise
                  controlled by the parent or one or more Subsidiaries of the
                  parent or by the parent and one or more Subsidiaries of the
                  parent.

         In this definition, one person being controlled by another means that
         the other (whether directly or indirectly and whether by the ownership
         of share capital, the possession of voting power, contract or
         otherwise) has the power to appoint and/or remove all or the majority
         of the members of the Board of Directors or other governing body of
         that person or otherwise controls or has the power to control the
         affairs and policies of that person.

         "TARGET" means Trans-European Automated Real-time Gross Settlement
         Express Transfer payment system.

         "TARGET DAY" means any day on which TARGET is open for the settlement
         of payments in euro.

         "TAX" means any tax, levy, impost, duty or other charge or withholding
         of a similar nature (including any penalty or interest payable in
         connection with any failure to pay or any delay in paying any of the
         same).

         "TAXES ACT" means the Income and Corporation Taxes Act 1988.

         "TERM LOAN" means a Revolving Loan which has been converted into a term
         loan on the Term-Out Date pursuant to Clause 7.2 (Term-Out), a loan
         made or to be made on the Term-Out Date or the principal amount
         outstanding for the time being of that loan.

         "TERM-OUT DATE" has the meaning given to it in Clause 7.2(a)
         (Term-Out).

         "TERM-OUT NOTICE" means a notice substantially in the form set out in
         Part III of Schedule 2 (Requests).

         "TERM-OUT OPTION" has the meaning given to it in Clause 7.2(a)
         (Term-Out).

         "TOTAL CAPITAL" has the meaning given to it in Clause 21 (Financial
         covenants).

                                      -8-
<PAGE>   12
         "TOTAL DEBT" has the meaning given to it in Clause 21 (Financial
         covenants).

         "UNPAID SUM" means any sum due and payable but unpaid by an Obligor
         under the Finance Documents.

         "USA" or "US" or "UNITED STATES" means the United States of America.

         "US OBLIGOR" means the Guarantor to the extent incorporated in any
         state of the USA.

         "UTILISATION" means a utilisation of the Facility.

         "UTILISATION DATE" means the date of a Utilisation, being the date on
         which the relevant Loan is to be made.

         "UTILISATION REQUEST" means a notice substantially in the form set out
         in Part I of Schedule 2 (Requests).

         "VAT" means value added tax as provided for in the Value Added Tax Act
         1994 and any other tax of a similar nature.

1.2      CONSTRUCTION

(a) Any reference in this Agreement to:

         (i)      "ASSETS" includes present and future properties, revenues and
                  rights of every description;

         (ii)     a "CHANGE OF CONTROL" shall be deemed to have occurred if (a)
                  any person or group (within the meaning of Rule 13d-5 of the
                  Securities and Exchange commission as in effect on the date of
                  this Agreement) shall own directly or indirectly, beneficially
                  or of record, shares representing more than 20 per cent. of
                  the aggregate ordinary voting power represented by the issued
                  and outstanding capital stock of the Guarantor; or (b) a
                  majority of the seats (other than vacant seats) on the board
                  of directors of the Guarantor shall at any time have been
                  occupied by persons who were neither (i) nominated by the
                  board of directors of the Guarantor, nor (ii) appointed by
                  directors so nominated; or (c) any person or group shall
                  otherwise directly or indirectly control the Guarantor.

         (iii)    the "EUROPEAN INTERBANK MARKET" means the interbank market for
                  euro operating in Participating Member States;

         (iv)     a "FINANCE DOCUMENT" or any other agreement or instrument is a
                  reference to that Finance Document or other agreement or
                  instrument as amended or novated;

         (v)      a "GUARANTEE" of or by any person means any obligation,
                  contingent or otherwise, of such person guaranteeing or having
                  the economic effect of guaranteeing any Indebtedness of any
                  other person (the "PRIMARY OBLIGOR") in any manner, whether
                  directly or indirectly, and including any obligation of such
                  person, direct or indirect, (a) to purchase or pay (or advance
                  or supply funds for the purchase or payment of) such
                  Indebtedness or to purchase (or to advance or supply funds for
                  the purchase of) any security for the payment of such
                  Indebtedness, (b) to purchase property, securities or services
                  for the purpose of assuring the owner of such Indebtedness of
                  the payment of such Indebtedness or (c) to maintain working
                  capital, equity capital or other financial statement condition
                  or liquidity of the primary obligor so as to enable the
                  primary obligor


                                      -9-
<PAGE>   13
                  to pay such Indebtedness; provided, however, that the term
                  guarantee shall not include endorsements for collection or
                  deposit, in either case in the ordinary course of business;

         (vi)     a "PERSON" includes any person, firm, company, corporation,
                  government, state or agency of a state or any association,
                  trust or partnership (whether or not having separate legal
                  personality) or two or more of the foregoing;

         (vii)    a "REGULATION" includes any regulation, rule, official
                  directive, request or guideline (whether or not having the
                  force of law) of any governmental, intergovernmental or
                  supranational body, agency, department or regulatory,
                  self-regulatory or other authority or organisation;

         (viii)   a provision of law is a reference to that provision as amended
                  or re-enacted; and

         (ix)     unless a contrary indication appears, a time of day is a
                  reference to London time.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance
Document or in any notice given under or in connection with any Finance Document
has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default (other than an Event of Default) is "CONTINUING" if it has not
been remedied or waived and an Event of Default is "CONTINUING" if it has not
been waived or otherwise cured.

1.3      THIRD PARTY RIGHTS

         A person who is not a party to this Agreement has no right under the
         Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the
         benefit of any term of this Agreement.

2.       THE FACILITY

         Subject to the terms of this Agreement, the Lender makes available to
         the Borrowers a multicurrency 364-day renewable revolving loan facility
         with a term-out option in an aggregate amount equal to the Commitment.

3.       PURPOSE

3.1      PURPOSE

         Each Borrower shall apply all amounts borrowed by it under the Facility
         towards (i) the financing of the Group's working capital requirements
         or (ii) supporting issues by the Group of commercial paper.

3.2      MONITORING

        The Lender is not bound to monitor or verify the application of any
amount borrowed pursuant to this Agreement.

4.       CONDITIONS OF UTILISATION

4.1      INITIAL CONDITIONS PRECEDENT

         No Borrower may deliver a Utilisation Request unless the Lender has
         received all of the documents and other evidence listed in Schedule 1
         (Conditions Precedent) in form and

                                      -10-
<PAGE>   14
         substance satisfactory to the Lender. The Lender shall notify the
         Guarantor promptly upon being so satisfied.

4.2      FURTHER CONDITIONS PRECEDENT

         The Lender will only be obliged to comply with Clause 5.4 (Availability
         of Loans) if on the date of the Utilisation Request and on the proposed
         Utilisation Date:

         (a)      in the case of a Rollover Loan, no Event of Default is
                  continuing or would result from the proposed Loan and, in the
                  case of any other Loan, no Default is continuing or would
                  result from the proposed Loan; and

         (b)      the Repeating Representations to be made by each Obligor are
                  true in all material respects.

4.3      CONDITIONS RELATING TO OPTIONAL CURRENCIES

(a) A currency will constitute an Optional Currency in relation to a Loan if:

         (i)      it is readily available in the amount required and freely
                  convertible into the Base Currency in the Relevant Interbank
                  Market on the Quotation Day and the Utilisation Date for that
                  Loan; and

         (ii)     it has been approved by the Lender on or prior to receipt by
                  the Lender of the relevant Utilisation Request for that Loan.

(b)      If the euro constitutes an Optional Currency at any time, a Loan will
         only be made available in the euro unit or any other units of the euro
         agreed by the Lender.

4.4      MAXIMUM NUMBER OF LOANS/CURRENCIES

         A Borrower may not deliver a Utilisation Request if as a result of the
         proposed Utilisation more than six Loans would be outstanding. Loans
         may not be outstanding in more than three currencies at any one time.

5.       UTILISATION

5.1      DELIVERY OF A UTILISATION REQUEST

         A Borrower may utilise the Facility by delivery to the Lender of a duly
         completed Utilisation Request not later than 3:00 p.m. one Business Day
         before the Utilisation Date, in the case of Loans in Sterling or
         Dollars, and not later than 3:00 p.m. three Business Days before the
         Utilisation Date, in any other case.

5.2      COMPLETION OF A UTILISATION REQUEST

(a)      Each Utilisation Request is irrevocable and will not be regarded as
         having been duly completed unless:

         (i)      the proposed Utilisation Date is a Business Day within the
                  Availability Period;

         (ii)     the currency and amount of the Utilisation comply with Clause
                  5.3 (Currency and amount);

         (iii)    the proposed Interest Period complies with Clause 10 (Interest
                  Periods); and

                                      -11-
<PAGE>   15
         (iv)     it specifies the account and bank (which must be in the
                  principal financial centre of the country of the currency of
                  the Utilisation or, in the case of euro, the principal
                  financial centre of a Participating Member State in which
                  banks are open for general business on that day or London) to
                  which the proceeds of the Utilisation are to be credited.

(b) Only one Loan may be requested in each Utilisation Request.

5.3      CURRENCY AND AMOUNT

(a)      The currency specified in a Utilisation Request must be the Base
         Currency or an Optional Currency.

(b)      The amount of the proposed Loan must be an amount which is not more
         than the Available Commitment and which is a minimum of $5,000,000 (and
         integral multiples of $1,000,000) or, if less, the Available
         Commitment.

5.4      AVAILABILITY OF LOANS

         If the conditions set out in this Agreement have been met, the Lender
         shall make each Loan available through its Facility Office.

6.       OPTIONAL CURRENCIES

6.1      SELECTION OF CURRENCY

        A Borrower shall select the currency of a Loan in the Utilisation
Request.

6.2      UNAVAILABILITY OF A CURRENCY

         If before 3.00 p.m. on any Quotation Day:

         (a)      the Optional Currency requested is not readily available to
                  the Lender in the amount required; or

         (b)      compliance with the Lender's obligation to make available a
                  Loan in the proposed Optional Currency would contravene a law
                  or regulation applicable to it;

         the Lender will give notice to the relevant Borrower to that effect by
         5.00 p.m. on that day. In this event, the Lender will be required to
         make the Loan available in the Base Currency (in an amount equal to the
         Base Currency Amount or, in respect of a Rollover Loan, an amount equal
         to the Base Currency Amount of the maturing Loan that is due to be
         repaid).

6.3      EXCHANGE RATE MOVEMENTS

(a)      In respect of successive Interest Periods of a Term Loan denominated in
         a currency (other than the Base Currency), the Lender shall calculate
         the amount of the Term Loan in that currency for the next following
         Interest Period (by calculating the amount of that currency equal to
         the Base Currency Amount of that Term Loan at the Lender's Spot Rate of
         Exchange three Business Days before the next following Interest Period
         and (subject to paragraph (b) below):

         (i)      if the amount calculated is less than the existing amount of
                  that Term Loan in the relevant currency during the then
                  current Interest Period, promptly notify the relevant Borrower
                  that the Borrower shall pay, on the last day of that Interest
                  Period, an amount equal to the difference; or



                                      -12-
<PAGE>   16
         (ii)     if the amount calculated is more than the existing amount of
                  that Term Loan in the relevant currency during the then
                  current Interest Period, the Lender shall, if no Event of
                  Default is continuing, on the last day of that Interest
                  Period, pay an amount equal to the difference.

(b)     If the calculation made by the Lender pursuant to paragraph (a) above
        shows that the amount of the Term Loan in the relevant currency has
        increased or decreased by less than 5 per cent. compared to its Base
        Currency Amount, no notification shall be made by the Lender and no
        payment shall be required under paragraph (a) above.

7.       REPAYMENT

7.1      REPAYMENT OF LOANS

(a)      Subject to Clause 7.2 (Term-Out), each Loan drawn by a Borrower shall
         be repaid on the last day of its Interest Period.

(b)      Each Term Loan that a Borrower has drawn following an exercise of the
         Term-Out Option shall be repaid on the Final Maturity Date (as
         determined in accordance with Clause 7.2 (Term-Out)).

(c)      Any Term Loan which is repaid may not be reborrowed.

7.2      TERM-OUT

(a)      A Borrower may on or prior to the Final Maturity Date specified in
         paragraph (a) of that definition (the "TERM-OUT Date") convert all or
         part of the Revolving Loans advanced to it and outstanding at the close
         of business on the Term-Out Date into Term Loans (in the same currency
         as the Revolving Loan from which they are being converted) and/or draw
         further Term Loans (the "TERM-OUT OPTION") by delivery to the Lender
         of:

         (i)      a Term-Out Notice at least 5 days' prior to the Term-Out Date;
                  and

         (ii)     a duly completed Utilisation Request in relation to each Loan
                  being converted pursuant to this Clause 7.2 and any further
                  Term Loan the Borrower may request, in each case in accordance
                  with Clause 5.1 (Delivery of a Utilisation Request).

(b)      In the Term-Out Notice, the relevant Borrower shall specify:

         (i)      the date to which the Final Maturity Date for each Term Loan
                  converted from a Revolving Loan is to be extended, which date
                  shall be no later than the date falling 5 years after the date
                  of this Agreement;

         (ii)     the extent to which the Revolving Loans are to be converted,
                  if the Borrower does not intend to convert all Revolving
                  Loans;

         (iii)    any further Term Loan to be requested; and

         (iv)     the Final Maturity Date for any further Term Loan requested,
                  which date shall be no later than the date falling 5 years
                  after the date of this Agreement.

(c)      If a Borrower has exercised the Term-Out Option, on the Term-Out Date:

         (i)      any part of Revolving Facility which remains undrawn at close
                  of business on that date shall be cancelled;

                                      -13-
<PAGE>   17
         (ii)     to the extent that it is not to be converted into a Term Loan,
                  the Borrower shall repay each Revolving Loan;

         (iii)    save as provided in paragraph (c) (ii) above, each Revolving
                  Loan shall be converted into a Term Loan; and

         (iv)     the then Final Maturity Date shall be extended as provided in
                  Clause 7.2(b)(i) and, if applicable, (iv).

7.3      EXTENSION

(a)      The Guarantor may, not earlier than 30 and not later than 15 days prior
         to the end of the Availability Period by notice to the Lender request
         an extension to the Availability Period subject to the provisions of
         this Clause 7.3.

(b)      Upon receipt of any such request, the Lender shall undertake a full
         credit assessment of the Obligors. The Lender shall not be under any
         obligation to extend the Availability Period.

(c)      If the Guarantor requests an extension of the Availability Period the
         Lender shall, at its absolute discretion, have the option to:

         (i)      subject to paragraph (d) below, extend the Availability Period
                  for a further period of 364 days from the date on which the
                  Availability Period is then due to expire; or

         (ii)     decline such request, in which event the Commitment shall be
                  cancelled on the date the Availability Period is then due to
                  expire.

(d)      The Availability Period may be extended more than once pursuant to this
         Clause 7.3 provided that no extension of the Availability Period shall
         be made if the Term-Out Option has been exercised.

8.       PREPAYMENT AND CANCELLATION

8.1      ILLEGALITY

         If it becomes unlawful in any jurisdiction for the Lender to perform
         any of its obligations as contemplated by this Agreement or to fund any
         Loan:

         (a)      the Lender shall promptly notify the Guarantor upon becoming
                  aware of that event;

         (b)      upon the Lender notifying the Guarantor, the Commitment will
                  be immediately cancelled; and

         (c)      each Borrower shall repay the Loans made to that Borrower on
                  the last day of the Interest Period for each Loan occurring
                  after the Lender has notified the Guarantor or, if earlier,
                  the date specified by the Lender in the notice delivered to
                  the Guarantor (being no earlier than the last day of any
                  applicable grace period permitted by law).

8.2      VOLUNTARY CANCELLATION

         The Guarantor may, if it gives the Lender not less than 10 Business
         Days' prior notice, cancel the whole or any part (being a minimum
         amount of $10,000,000 and integral multiples thereof) of the Available
         Commitment.

                                      -14-
<PAGE>   18
8.3      VOLUNTARY PREPAYMENT OF LOANS

         The relevant Borrower to which a Loan has been made may, if it gives
         the Lender not less than 10 Business Days' prior notice, prepay the
         whole or any part of a Loan (but, if in part, being an amount that
         reduces the Base Currency Amount of the Loan by a minimum amount of
         $5,000,000 and integral multiples thereof).

8.4      RESTRICTIONS

(a)      Any notice of cancellation or prepayment given by any Party under this
         Clause 8 shall be irrevocable and, unless a contrary indication appears
         in this Agreement, shall specify the date or dates upon which the
         relevant cancellation or prepayment is to be made and the amount of
         that cancellation or prepayment.

(b)      Any prepayment under this Agreement shall be made together with accrued
         interest on the amount prepaid and, subject to any Break Costs, without
         premium or penalty.

(c)      Unless a contrary indication appears in this Agreement, any part of the
         Facility which is prepaid may be reborrowed in accordance with the
         terms of this Agreement.

(d)      The Borrowers shall not repay or prepay all or any part of the Loans
         and the Guarantor shall not cancel all or any part of the Commitment
         except at the times and in the manner expressly provided for in this
         Agreement.

(e)      No amount of the Commitment cancelled under this Agreement may be
         subsequently reinstated.

9.       INTEREST

9.1      CALCULATION OF INTEREST

         The rate of interest on each Loan for each Interest Period is the
         percentage rate per annum which is the aggregate of the applicable:

         (a)      Margin;

         (b)      LIBOR; and

         (c)      Mandatory Cost, if any.

9.2      PAYMENT OF INTEREST

         The Borrower to which a Loan has been made shall pay accrued interest
         on each Loan on the last day of each Interest Period (and, if the
         Interest Period is longer than three Months, on the dates falling at
         three monthly intervals after the first day of the Interest Period).

9.3      DEFAULT INTEREST

(a)      If an Obligor fails to pay any amount payable by it under a Finance
         Document on its due date, interest shall accrue on the overdue amount
         from the due date up to the date of actual payment (both before and
         after judgment) at a rate which is the sum of one per cent. and the
         rate which would have been payable if the overdue amount had, during
         the period of non-payment, constituted a Loan in the currency of the
         overdue amount for successive Interest Periods, each of a duration
         selected by the Lender (acting reasonably).

(b)      However if the overdue amount is principal of a Loan and became due on
         a day other than the last day of an Interest Period relating to that
         Loan, the first Interest Period applicable to that

                                      -15-
<PAGE>   19
         overdue amount shall be of a duration equal to the unexpired portion of
         that Interest Period and the rate of interest on that overdue amount
         for that Interest Period shall be the sum of one per cent. and the rate
         applicable to it immediately before it became due.

(c)      Any interest accruing under this Clause 9.3 shall be immediately
         payable by the relevant Obligor on demand by the Lender.

(d)      Default interest (if unpaid) arising on an overdue amount will be
         compounded with the overdue amount at the end of each Interest Period
         applicable to that overdue amount but will remain immediately due and
         payable.

9.4      NOTIFICATION OF RATES OF INTEREST

         The Lender shall promptly notify the relevant Borrower of the
         determination of a rate of interest under this Agreement.

10.      INTEREST PERIODS

10.1     SELECTION OF INTEREST PERIODS

(a)      A Borrower (or the Guarantor on behalf of a Borrower) may select an
         Interest Period for a Loan in the Utilisation Request for that Loan or
         (in relation to a Term Loan that has already been borrowed) in a
         Selection Notice.

(b)      Each Selection Notice for a Term Loan is irrevocable and must be
         delivered to the Lender by a Borrower (or the Guarantor on behalf of a
         Borrower) not later than 3:00 p.m. one Business Day before the first
         day of the relevant Interest Period, in the case of Loans in Sterling
         or Dollars, and not later than 3:00 p.m. three Business Days before the
         first day of the relevant Interest Period, in any other case.

(c)      If the Borrower (or the Guarantor on behalf of a Borrower) does not
         deliver a Selection Notice to the Lender in accordance with paragraph
         (b) above, the relevant Interest Period will be three Months.

(d)      Subject to this Clause 10, a Borrower (or the Guarantor) may select an
         Interest Period of one, two or three Months other period not exceeding
         12 months agreed between the Borrower and the Lender.

(e)      An Interest Period for a Loan shall not extend beyond the Final
         Maturity Date.

(f)      A Revolving Loan has one Interest Period only.

(g)      Each Interest Period for a Term Loan shall start on the Term-Out Date
         or (if already made) the last day of its preceding Interest Period.

10.2     NON-BUSINESS DAYS

         If an Interest Period would otherwise end on a day which is not a
         Business Day, that Interest Period will instead end on the next
         Business Day in that calendar month (if there is one) or the preceding
         Business Day (if there is not).

                                      -16-
<PAGE>   20
11.      CHANGES TO THE CALCULATION OF INTEREST

11.1     MARKET DISRUPTION

(a)      If a Market Disruption Event occurs in relation to a Loan for any
         Interest Period, then the rate of interest on that Loan for the
         Interest Period shall be the rate per annum which is the sum of:

         (i)      the Margin;

         (ii)     the rate notified to the relevant Borrower by the Lender as
                  soon as practicable and in any event before interest is due to
                  be paid in respect of that Interest Period, to be that which
                  expresses as a percentage rate per annum the cost to the
                  Lender of funding that Loan from whatever source it may
                  reasonably select; and

         (iii)    the Mandatory Cost, if any, applicable to that Loan.

(b)      In this Agreement "MARKET DISRUPTION EVENT" means:

         (i)      at or about noon on the Quotation Day for the relevant
                  Interest Period the Screen Rate is not available and the
                  Lender is unable to provide a quotation to determine LIBOR for
                  the relevant currency and period; or

         (ii)     before close of business in London on the Quotation Day for
                  the relevant Interest Period, the relevant Borrower receives
                  notification from the Lender that the cost to it of obtaining
                  matching deposits in the Relevant Interbank Market would be in
                  excess of LIBOR.

11.2     ALTERNATIVE BASIS OF INTEREST OR FUNDING

(a)      If a Market Disruption Event occurs and the Lender or the relevant
         Borrower so requires, the Lender and the relevant Borrower shall enter
         into negotiations (for a period of not more than 30 days) with a view
         to agreeing a substitute basis for determining the rate of interest.

(b)      Any alternative basis agreed pursuant to paragraph (a) above shall,
         with the prior consent of the Lender and the relevant Borrower, be
         binding on all Parties.

11.3     BREAK COSTS

(a)      Each Borrower shall, within three Business Days of demand by the
         Lender, pay to the Lender its Break Costs attributable to all or any
         part of a Loan or Unpaid Sum being paid by that Borrower on a day other
         than the last day of an Interest Period for that Loan or Unpaid Sum.

(b)      The Lender shall, as soon as reasonably practicable after a demand by
         the relevant Borrower, provide a certificate confirming the amount of
         its Break Costs for any Interest Period in which they accrue.

12.      FEES

12.1     COMMITMENT FEE

(a)      The Guarantor shall pay to the Lender a commitment fee in Dollars
         computed at the rate of 0.15 per cent. per annum on the Available
         Commitment from day to day during the Availability Period.

(b)      The accrued commitment fee is payable in arrears quarterly from the
         date of this Agreement and on the Final Maturity Date in respect of the
         Revolving Loan or any earlier date on which the Lender's Commitment is
         reduced to zero.

                                      -17-
<PAGE>   21
12.2     UTILISATION FEE

(a)      The Guarantor shall pay to the Lender a utilisation fee in Dollars
         computed at the rate of 0.10 per cent. per annum on the aggregate
         amount of the Loans outstanding payable in respect of each day that the
         Base Currency Amount of all Loans exceeds 33 per cent. of the
         Commitment on that day.

(b)      The accrued utilisation fee is payable on the last day of each
         successive period of three Months commencing on the date of this
         Agreement and on the Final Maturity Date.

13.      TAX GROSS UP AND INDEMNITIES

13.1     DEFINITIONS

(a)      In this Clause 13:

         "QUALIFYING LENDER" means a person which is (on the date a payment
         falls due) within the charge to United Kingdom corporation tax as
         respects that payment and was a bank (as defined for the purpose of
         section 349 of the Taxes Act in section 840A of the Taxes Act) at the
         time the relevant Loan was made.

         "TAX CREDIT" means a credit against, relief or remission for, or
         repayment of any Tax.

         "TAX DEDUCTION" means a deduction or withholding for or on account of
         Tax from a payment under a Finance Document.

         "TAX PAYMENT" means an increased payment made by an Obligor to the
         Lender under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3
         (Tax indemnity).

         "TREATY LENDER" means a person which is (on the date a payment falls
         due) entitled to that payment under a double Taxation agreement in
         force on that date (subject to the completion of any necessary
         procedural formalities) without a Tax Deduction.

(b)      In this Clause 13 a reference to "DETERMINES" or "DETERMINED" means a
         determination made in the absolute discretion of the person making the
         determination.

13.2     TAX GROSS-UP

(a)      Each Obligor shall make all payments to be made by it without any Tax
         Deduction, unless a Tax Deduction is required by law.

(b)      The Guarantor or the Lender shall promptly upon becoming aware that an
         Obligor must make a Tax Deduction (or that there is any change in the
         rate or the basis of a Tax Deduction) notify the other party
         accordingly.

(c)      If a Tax Deduction is required by law to be made by an Obligor the
         amount of the payment due from that Obligor shall, subject to
         paragraphs (d) and (e) below, be increased to an amount which (on a net
         after Tax basis) leaves an amount equal to the payment which would have
         been due if no Tax Deduction had been required.

(d)      In the case of a Tax Deduction required by law to be made by Harsco
         Investment Limited, paragraph (c) shall only apply if the Lender:

                                      -18-
<PAGE>   22
         (i)      is a Qualifying Lender or a Treaty Lender, unless Harsco
                  Investment Limited is able to demonstrate the Tax Deduction is
                  required to be made as a result of the Lender (as a Treaty
                  Lender) failing to comply with paragraph (h) below; or

         (ii)     is not or has ceased to be a Qualifying Lender or, as the case
                  may be, Treaty Lender to the extent that this altered status
                  results from any change after the date of this Agreement in
                  (or in the interpretation, administration, or application of)
                  any law or double Taxation agreement or any published practice
                  or published concession of any relevant Taxing authority.

(e)      In the case of a Tax Deduction for or on account of US Federal
         withholding tax required by law to be made by the US Obligor, paragraph
         (c) shall only apply if the Lender is:

         (i)      a Treaty Lender unless the US Obligor is able to demonstrate
                  the Tax Deduction is required to be made as a result of the
                  Lender failing to comply with paragraph (h) below; or

         (ii)     is not or has ceased to be a Treaty Lender to the extent that
                  this altered status results from any change after the date of
                  this Agreement in (or in the interpretation, administration or
                  application of) any law or double Taxation agreement or any
                  published practice or published concession of any relevant Tax
                  authority.

(f)      If an Obligor is required to make a Tax Deduction, that Obligor shall
         make that Tax Deduction and any payment required in connection with
         that Tax Deduction within the time allowed and in the minimum amount
         required by law.

(g)      Within 30 days of making either a Tax Deduction or any payment required
         in connection with that Tax Deduction, the Obligor making that Tax
         Deduction shall deliver to the Lender evidence reasonably satisfactory
         to the Lender that the Tax Deduction has been made or (as applicable)
         any appropriate payment paid to the relevant taxing authority.

(h)      The Lender as a Treaty Lender and each Obligor which makes a payment to
         which the Lender as a Treaty Lender is entitled shall co-operate in
         completing any procedural formalities necessary for that Obligor to
         obtain authorisation to make that payment without a Tax Deduction.

13.3     TAX INDEMNITY

(a)      If the Lender is or will be, for or on account of Tax, subject to any
         liability or required to make any payment in relation to a sum received
         or receivable (or any sum deemed for the purposes of Tax to be received
         or receivable) under a Finance Document, then the Guarantor shall
         (within three Business Days of demand by the Lender) pay to the Lender
         an amount equal to the loss, liability or cost which the Lender
         determines will be or has been (directly or indirectly) suffered by it
         for or on account of Tax.

(b)      Paragraph (a) above shall not apply with respect to any Tax assessed on
         the Lender:

         (i)      under the law of the jurisdiction in which the Lender is
                  incorporated or, if different, the jurisdiction (or
                  jurisdictions) in which the Lender is treated as resident for
                  tax purposes; or

                                      -19-
<PAGE>   23
         (ii)     under the law of the jurisdiction in which the Lender's
                  Facility Office is located in respect of amounts received or
                  receivable in that jurisdiction,

         if that Tax is imposed on or calculated by reference to the net income
         received or receivable (but not any sum deemed to be received or
         receivable) by the Lender.

(c)      If the Lender makes, or intends to make, a claim pursuant to paragraph
         (a) above, it shall promptly notify the Guarantor of the event which
         will give, or has given, rise to the claim.

13.4     TAX CREDIT

         If an Obligor makes a Tax Payment and the Lender determines that:

         (i)      a Tax Credit is attributable to that Tax Payment; and

         (ii)     the Lender has obtained, utilised and retained that Tax
                  Credit,

         the Lender shall pay an amount to the Obligor which the Lender
         determines will leave it (after that payment) in the same after-Tax
         position as it would have been in had the Tax Payment not been made by
         the Obligor.

13.5     STAMP TAXES

         The Guarantor shall pay and, within three Business Days of demand,
         indemnify the Lender against any cost, loss or liability the Lender
         incurs in relation to all stamp duty, registration and other similar
         Taxes payable in respect of any Finance Document.

13.6     VALUE ADDED TAX

(a)      All consideration payable under a Finance Document by an Obligor to the
         Lender shall be deemed to be exclusive of any VAT. If VAT is
         chargeable, the Obligor shall pay to the Lender (in addition to and at
         the same time as paying the consideration) an amount equal to the
         amount of the VAT.

(b)      Where a Finance Document requires an Obligor to reimburse the Lender
         for any costs or expenses, that Obligor shall also at the same time pay
         and indemnify the Lender against all VAT incurred by the Lender in
         respect of the costs or expenses.

14.      INCREASED COSTS

14.1     INCREASED COSTS

(a)      Subject to Clause 14.3 (Exceptions) the Guarantor shall, within three
         Business Days of a demand by the Lender, pay the Lender the amount of
         any Increased Costs incurred by the Lender or any of its Affiliates as
         a result of (i) the introduction of or any change in (or in the
         interpretation or application of) any law or regulation or (ii)
         compliance with any law or regulation made after the date of this
         Agreement.

(b)      In this Agreement "INCREASED COSTS" means:

         (i)      a reduction in the rate of return from the Facility or on the
                  Lender's (or its Affiliate's) overall capital;

         (ii)     an additional or increased cost; or

         (iii)    a reduction of any amount due and payable under any Finance
                  Document,

                                      -20-
<PAGE>   24
                  which is incurred or suffered by the Lender or any of its
                  Affiliates to the extent that it is attributable to the Lender
                  having entered into its Commitment or funding or performing
                  its obligations under any Finance Document.

14.2     INCREASED COST CLAIMS

(a)      If the Lender intends to make a claim pursuant to Clause 14 .1
         (Increased costs) it shall notify the Guarantor of the event giving
         rise to the claim.

(b)      The Lender shall, as soon as practicable after a demand by the
         Guarantor, provide a certificate confirming the amount of its Increased
         Costs.

14.3     EXCEPTIONS

(a)      Clause 14.1 (Increased costs) does not apply to the extent any
         Increased Cost is:

         (i)      attributable to a Tax Deduction required by law to be made by
                  an Obligor;

         (ii)     compensated for by Clause 13.3 (Tax indemnity) (or would have
                  been compensated for under Clause 13.3 (Tax indemnity) but was
                  not so compensated solely because one of the exclusions in
                  paragraph (b) of Clause 13.3 (Tax indemnity) applied);

         (iii)    compensated for by the payment of the Mandatory Cost; or

         (iv)     attributable to the wilful breach, or breach resulting from
                  gross negligence, by the Lender or its Affiliates of any law
                  or regulation.

(b)      In this Clause 14.3, a reference to a "TAX DEDUCTION" has the same
         meaning given to the term in Clause 13.1 (Definitions).

15.      OTHER INDEMNITIES

15.1     CURRENCY INDEMNITY

(a)      If any sum due from an Obligor under the Finance Documents (a "SUM"),
         or any order, judgment or award given or made in relation to a Sum, has
         to be converted from the currency (the "FIRST CURRENCY") in which that
         Sum is payable into another currency (the "SECOND CURRENCY") for the
         purpose of:

         (i)      making or filing a claim or proof against that Obligor;

         (ii)     obtaining or enforcing an order, judgment or award in relation
                  to any litigation or arbitration proceedings,

         that Obligor shall as an independent obligation, within three Business
         Days of demand, indemnify the Lender against any cost, loss or
         liability arising out of or as a result of the conversion including any
         discrepancy between (A) the rate of exchange used to convert that Sum
         from the First Currency into the Second Currency and (B) the rate or
         rates of exchange available to that person at the time of its receipt
         of that Sum.

(b)      Each Obligor waives any right it may have in any jurisdiction to pay
         any amount under the Finance Documents in a currency or currency unit
         other than that in which it is expressed to be payable.

                                      -21-
<PAGE>   25
15.2     OTHER INDEMNITIES

         The Guarantor shall, within three Business Days of demand, indemnify
         the Lender against any cost, loss or liability incurred by the Lender
         as a result of:

         (a)      the occurrence of any Event of Default;

         (b)      a failure by an Obligor to pay any amount due under a Finance
                  Document on its due date;

         (c)      funding, or making arrangements to fund, a Loan requested by a
                  Borrower in a Utilisation Request but not made by reason of
                  the operation of any one or more of the provisions of this
                  Agreement (other than by reason of default or negligence by
                  the Lender alone); or

         (d)      a Loan (or part of a Loan) not being prepaid in accordance
                  with a notice of prepayment given by a Borrower or the
                  Guarantor.

15.3     INDEMNITY TO THE LENDER

         The Guarantor shall promptly indemnify the Lender against any cost,
         loss or liability incurred by the Lender (acting reasonably) as a
         result of:

(a)      investigating any event which it reasonably believes is a Default;

(b)      entering into or performing any foreign exchange contract for the
         purposes of Clause 6 (Optional Currencies); or

(c)      acting or relying on any notice, request or instruction which it
         reasonably believes to be genuine, correct and appropriately
         authorised.

16.      MITIGATION BY THE LENDER

16.1     MITIGATION

(a)      The Lender shall, in consultation with the Guarantor, take all
         reasonable steps to mitigate any circumstances which arise and which
         would result in any amount becoming payable under, or cancelled
         pursuant to, any of Clause 8.1 (Illegality), Clause 13 (Tax gross-up
         and indemnities) or Clause 14 (Increased costs) including (but not
         limited to) transferring its rights and obligations under the Finance
         Documents to another Affiliate or Facility Office.

(b)      Paragraph (a) above does not in any way limit the obligations of any
         Obligor under the Finance Documents.

16.2     LIMITATION OF LIABILITY

(a)      The Guarantor shall indemnify the Lender for all costs and expenses
         reasonably incurred by the Lender as a result of steps taken by it
         under Clause 16.1 (Mitigation).

(b)      The Lender is not obliged to take any steps under Clause 16.1
         (Mitigation) if, in its opinion (acting reasonably), to do so might be
         prejudicial to it.

                                      -22-
<PAGE>   26
17.      COSTS AND EXPENSES

17.1     TRANSACTION EXPENSES

         The Guarantor shall promptly on demand pay the Lender the amount of all
         costs and expenses (including legal fees) reasonably incurred by it in
         connection with the negotiation, preparation, printing and execution
         of:

         (a)      this Agreement and any other documents referred to in this
                  Agreement; and

         (b)      any other Finance Documents executed after the date of this
                  Agreement.

17.2     AMENDMENT COSTS

         If (a) an Obligor requests an amendment, waiver or consent or (b) an
         amendment is required pursuant to Clause 28.8 (Change of currency), the
         Guarantor shall, within three Business Days of demand, reimburse the
         Lender for the amount of all costs and expenses (including legal fees)
         reasonably incurred by the Lender in responding to, evaluating,
         negotiating or complying with that request or requirement.

17.3     ENFORCEMENT COSTS

         The Guarantor shall, within three Business Days of demand, pay to the
         Lender the amount of all costs and expenses (including legal fees)
         incurred by the Lender in connection with the enforcement of, or the
         preservation of any rights under, any Finance Document.

18.      GUARANTEE AND INDEMNITY

18.1     GUARANTEE AND INDEMNITY

         The Guarantor irrevocably and unconditionally:

         (a)      guarantees to the Lender punctual performance by each Borrower
                  of all that Borrower's obligations under the Finance
                  Documents;

         (b)      undertakes with the Lender that whenever a Borrower does not
                  pay any amount when due under or in connection with any
                  Finance Document, the Guarantor shall immediately on demand
                  pay that amount as if it was the principal obligor; and

         (c)      indemnifies the Lender immediately on demand against any cost,
                  loss or liability suffered by the Lender if any obligation
                  guaranteed by it is or becomes unenforceable, invalid or
                  illegal. The amount of the cost, loss or liability shall be
                  equal to the amount which the Lender would otherwise have been
                  entitled to recover.

18.2     CONTINUING GUARANTEE

         This guarantee is a continuing guarantee and will extend to the
         ultimate balance of sums payable by any Obligor under the Finance
         Documents, regardless of any intermediate payment or discharge in whole
         or in part.

18.3     REINSTATEMENT

         If any payment by an Obligor or any discharge given by the Lender
         (whether in respect of the obligations of any Obligor or any security
         for those obligations or otherwise) is avoided or reduced as a result
         of insolvency or any similar event:


                                      -23-
<PAGE>   27
         (a)      the liability of each Obligor shall continue as if the
                  payment, discharge, avoidance or reduction had not occurred;
                  and

         (b)      the Lender shall be entitled to recover the value or amount of
                  that security or payment from each Obligor, as if the payment,
                  discharge, avoidance or reduction had not occurred.

18.4     WAIVER OF DEFENCES

         The obligations of the Guarantor under this Clause 18 will not be
         affected by an act, omission, matter or thing which, but for this
         Clause, would reduce, release or prejudice any of its obligations under
         this Clause 18 (without limitation and whether or not known to it or
         the Lender) including:

         (a)      any time, waiver or consent granted to, or composition with,
                  any Obligor or other person;

         (b)      the release of the Guarantor or any other person under the
                  terms of any composition or arrangement with any creditor of
                  any member of the Group;

         (c)      the taking, variation, compromise, exchange, renewal or
                  release of, or refusal or neglect to perfect, take up or
                  enforce, any rights against, or security over assets of, any
                  Obligor or other person or any non-presentation or
                  non-observance of any formality or other requirement in
                  respect of any instrument or any failure to realise the full
                  value of any security;

         (d)      any incapacity or lack of power, authority or legal
                  personality of or dissolution or change in the members or
                  status of an Obligor or any other person;

         (e)      any amendment (however fundamental) or replacement of a
                  Finance Document or any other document or security;

         (f)      any unenforceability, illegality or invalidity of any
                  obligation of any person under any Finance Document or any
                  other document or security; or

         (g)      any insolvency or similar proceedings.

18.5     IMMEDIATE RECOURSE

         The Guarantor waives any right it may have of first requiring the
         Lender (or any trustee or agent on its behalf) to proceed against or
         enforce any other rights or security or claim payment from any person
         before claiming from the Guarantor under this Clause 18. This waiver
         applies irrespective of any law or any provision of a Finance Document
         to the contrary.

18.6     APPROPRIATIONS

         Until all amounts which may be or become payable by the Obligors under
         or in connection with the Finance Documents have been irrevocably paid
         in full, the Lender (or any trustee or agent on its behalf) may:

         (a)      refrain from applying or enforcing any other moneys, security
                  or rights held or received by the Lender (or any trustee or
                  agent on its behalf) in respect of those amounts, or apply and
                  enforce the same in such manner and order as it sees fit
                  (whether against those amounts or otherwise) and the Guarantor
                  shall not be entitled to the benefit of the same; and

                                      -24-

<PAGE>   28
         (b)      hold in an interest-bearing suspense account any moneys
                  received from the Guarantor or on account of the Guarantor's
                  liability under this Clause 18.

18.7     DEFERRAL OF GUARANTOR'S RIGHTS

         Until all amounts which may be or become payable by the Obligors under
         or in connection with the Finance Documents have been irrevocably paid
         in full and unless the Lender otherwise directs, the Guarantor will not
         exercise any rights which it may have by reason of performance by it of
         its obligations under the Finance Documents:

         (a)      to be indemnified by a Borrower;

         (b)      to claim any contribution from any other guarantor of the
                  Borrowers' obligations under the Finance Documents; and/or

         (c)      to take the benefit (in whole or in part and whether by way of
                  subrogation or otherwise) of any rights of the Lender under
                  the Finance Documents or of any other guarantee or security
                  taken pursuant to, or in connection with, the Finance
                  Documents by the Lender.

18.8     ADDITIONAL SECURITY

         This guarantee is in addition to and is not in any way prejudiced by
         any other guarantee or security now or subsequently held by the Lender.

19.      REPRESENTATIONS

         Each Obligor makes the representations and warranties set out in this
         Clause 19 to the Lender on the date of this Agreement.

19.1     STATUS

(a)      It is a company or corporation, duly organised, validly existing and in
         good standing under the law of its jurisdiction of incorporation.

(b)      It and each of its Subsidiaries has the power to own its assets and
         carry on its business as it is being conducted.

19.2     BINDING OBLIGATIONS

         The obligations expressed to be assumed by it in each Finance Document
         are, except as such enforceability may be limited by (a) bankruptcy,
         insolvency, reorganisation, moratorium or similar laws of general
         applicability affecting the enforcement of creditors' rights and (b)
         the application of general principles of equity (regardless of whether
         such enforceability is considered in a proceeding in equity or at law),
         legal, valid, binding and enforceable obligations.

19.3     NON-CONFLICT WITH OTHER OBLIGATIONS

         The entry into and performance by it of, and the transactions
         contemplated by, the Finance Documents do not and will not conflict
         with:

(a)      any law or regulation applicable to it;

(b)      the constitutional documents of any member of the Group; or

(c)      any agreement or instrument binding upon it or any member of the Group
         or any of its or any member of the Group's assets.


                                      -25-
<PAGE>   29
19.4     POWER AND AUTHORITY

         It has the power to enter into, perform and deliver, and has taken all
         necessary action to authorise its entry into, performance and delivery
         of, the Finance Documents to which it is a party and the transactions
         contemplated by those Finance Documents.

19.5     VALIDITY AND ADMISSIBILITY IN EVIDENCE All Authorisations required or
         desirable:

         (a)      to enable it lawfully to enter into, exercise its rights and
                  comply with its obligations in the Finance Documents to which
                  it is a party; and

         (b)      to make the Finance Documents to which it is a party
                  admissible in evidence in its jurisdiction of incorporation,

          have been obtained or effected and are in full force and effect.

19.6     DUTCH PROVISIONS

         Harsco Finance B.V. meets the criteria set out in the Regulation of the
         Dutch Minister of Finance of 4 February 1993 (Stcrt. 1993, 29) and will
         not therefore qualify as a credit institution (kredietinstelling)
         within the meaning of the Dutch 1992 Act on the Supervision of the
         Credit System (Wet toezicht kredietwezen 1992).

19.7     DEDUCTION OF TAX

         It is not required under the law of its jurisdiction of incorporation
         or organisation (as the case may be) (or, in the case of the US
         Obligor, under the law of the USA or any state thereof) to make any
         deduction for or on account of Tax from any payment it may make under
         any Finance Document.

19.8     TAXES

         (a)      As of the date of this Agreement, the Guarantor and its
                  Domestic Subsidiaries are members of an affiliated group of
                  corporations filing consolidated returns for Federal income
                  tax purposes, of which the Guarantor is the "common parent"
                  (within the meaning of Section 1504 of the Code) of such
                  group. The Guarantor and its Subsidiaries have filed all
                  Federal income tax returns and all other material tax returns
                  that are required to be filed by them and have paid all Taxes
                  due pursuant to such returns or pursuant to any assessment
                  received by the Guarantor or any of its Subsidiaries. The
                  charges, accruals and reserves on the books of the Guarantor
                  and its Subsidiaries in respect of Taxes and other
                  governmental charges are, in the opinion of the Guarantor,
                  adequate. The Guarantor has not been given or been requested
                  to give a waiver of the statute of limitations relating to the
                  payment of Federal, state, local and foreign Taxes or other
                  impositions.

         (b)      Under the law of its jurisdiction of incorporation or
                  organisation (as the case may be) (or, in the case of the US
                  Obligor, under the law of the USA or any state thereof) it is
                  not necessary that the Finance Documents be filed, recorded or
                  enrolled with any court or other authority in that
                  jurisdiction or that any stamp, registration or similar tax be
                  paid on or in relation to the Finance Documents or the
                  transactions contemplated by the Finance Documents.


                                      -26-
<PAGE>   30
19.9     NO DEFAULT

(a)      No Event of Default is continuing or might reasonably be expected to
         result from the making of any Utilisation.

(b)      No other event or circumstance is outstanding which constitutes a
         default under any other agreement or instrument which is binding on it
         or any of its Subsidiaries or to which its (or its Subsidiaries')
         assets are subject which might have a Material Adverse Effect.

19.10    TRUE AND COMPLETE DISCLOSURE

(a)      The information, reports, financial statements, exhibits and schedules
         furnished in writing by or on behalf of the Guarantor to the Lender in
         connection with the negotiation, preparation or delivery of the Finance
         Documents or included therein or delivered pursuant thereto, when taken
         as a whole, do not contain any untrue statement of material fact or
         omit to state any material fact necessary to make the statements herein
         or therein, in light of the circumstances under which they were made,
         not misleading.

(b)      All written information furnished after the date of this Agreement by
         the Guarantor and its Subsidiaries to the Lender in connection with the
         Finance Documents and the transactions contemplated thereby will be
         true, complete and accurate in every material respect, or (in the case
         of projections) based on reasonable estimates, on the date as of which
         such information is stated or certified. There is no fact known to the
         Guarantor that could have a Material Adverse Effect that has not been
         disclosed herein or in a report, financial statement, exhibit,
         schedule, disclosure letter or other writing furnished to the Lender
         for use in connection with the transactions contemplated hereby.

19.11    FINANCIAL STATEMENTS

(a)      Its Original Financial Statements were prepared in accordance with GAAP
         consistently applied.

(b)      Its Original Financial Statements fairly represent, in all material
         respects, its financial condition (consolidated in the case of the
         Guarantor) as at such dates and the results of its operations for the
         fiscal year and three-month period ended on such dates (subject, in the
         case of the financial statements as at 30 September 2000 to normal
         year-end audit adjustments) unless expressly disclosed to the contrary
         in those financial statements or in writing by the Guarantor to the
         Lender before the date of this Agreement.

(c)      There has been no material adverse change in its business or financial
         condition (or the business or consolidated financial condition of the
         Group, in the case of the Guarantor) since 31 December 1999.

19.12    PARI PASSU RANKING

         Its payment obligations under the Finance Documents rank at least pari
         passu with the claims of all its other unsecured and unsubordinated
         creditors, except for obligations mandatorily preferred by law applying
         to companies generally.

19.13    NO PROCEEDINGS PENDING OR THREATENED

         Except as disclosed in note 10 of the audited annual consolidated
         financial statements of the Guarantor included in the Guarantor's Form
         10-K dated 16 March 2000 and in the notes to the unaudited quarterly
         consolidated financial statements of the Guarantor included in the


                                      -27-
<PAGE>   31
         Guarantor's Form 10-Q dated 14 November 2000 and filed with the
         Securities and Exchange Commission, there are no legal or arbitral
         proceedings, or any proceedings by or before any Governmental
         Authority, now pending or (to the knowledge of the Guarantor)
         threatened against it or any of its Subsidiaries that, if adversely
         determined, could (either individually or in the aggregate) have a
         Material Adverse Effect.

19.14    ENVIRONMENTAL LAWS AND LICENCES

         (a)      Except as disclosed in the notes to the unaudited quarterly
                  consolidated financial statements of the Guarantor included in
                  the Guarantor's Form 10-Q dated 14 November 2000 and filed
                  with the Securities and Exchange Commission, it and each of
                  its Subsidiaries has:

                  (i)      complied with all Environmental Laws to which it is
                           subject;

                  (ii)     obtained all Environmental Licences required in
                           connection with its business; and

                  (iii)    complied with the terms of those Environmental
                           Licences, in each case where failure to do so might
                           have a Material Adverse Effect.

         (b)      Since the date of this Agreement, there has been no change in
                  the status of the matters disclosed in the notes to the
                  unaudited quarterly consolidated financial statements of the
                  Guarantor included in the Guarantor's Form 10-Q dated 14
                  November 2000 and filed with the Securities and Exchange
                  Commission that, individually or in the aggregate, has
                  resulted in, or materially increased the likelihood of, a
                  Material Adverse Effect.

19.15    ENVIRONMENTAL RELEASES

         Except as disclosed in the notes to the audited annual and unaudited
         quarterly consolidated financial statements of the Guarantor included
         in the Guarantor's Form 10-K dated 16 March 2000 and 10-Q dated 14
         November 2000 and filed with the Securities and Exchange Commission,
         no:

         (a)      property currently or previously owned, leased, occupied or
                  controlled by it or any of its Subsidiaries (including any
                  offsite waste management or disposal location utilised by it
                  or any of its Subsidiaries) is contaminated with any Hazardous
                  Substance; and

         (b)      discharge, release, leaching, migration or escape of any
                  Hazardous Substance into the Environment has occurred or is
                  occurring on, under or from that property,

         in each case in circumstances where this might have a Material Adverse
         Effect.

19.16    PLANS

         (a)      Each Plan, and, to the knowledge of the US Obligor, each
                  Multiemployer Plan, is in compliance in all material respects
                  with, and has been administered in all material respects in
                  compliance with, the applicable provisions of ERISA, the Code
                  and any other Federal or state law of the United States, and
                  no event or condition has occurred and is continuing as to
                  which the US Obligor would be under an obligation to furnish a
                  report to the Lender under Clause 20.5 (Information: ERISA).

         (b)      Except as do not have and could not be reasonably expected to
                  have a Material Adverse Effect, the US Obligor has not and no
                  ERISA Affiliate has incurred any liability




                                      -28-
<PAGE>   32
                  to or could be reasonably expected to incur any liability to,
                  or on account of, a Multiemployer Plan as a result of
                  violation of Section 515 of ERISA or otherwise pursuant to
                  Section 4201, 4204 or 4212(c) of ERISA.

         (c)      There are no actions, suits or claims pending against or with
                  respect to any Plan or Multiemployer Plan (other than routine
                  claims for benefits) or, to its knowledge or the knowledge of
                  any ERISA Affiliate (in each case after due inquiry),
                  threatened against or with respect to any Plan or
                  Multiemployer Plan which has or could reasonably be expected
                  to have a Material Adverse Effect.

         (d)      Except as could not reasonably be expected to have a Material
                  Adverse Effect, the US Obligor has not and no ERISA Affiliate
                  has ceased operations at a facility so as to become subject to
                  the provisions of Section 4063 of ERISA, withdrawn as a
                  substantial employer so as to become subject to the provisions
                  of Section 4062 of ERISA or ceased making contributions to any
                  Plan subject to Section 4064(a) of ERISA to which it made
                  contributions.

19.17    U.S. FEDERAL RESERVE REGULATION

         (a)      The proceeds of the Loan will not be used, directly or
                  indirectly, in whole or in part, for any purpose which might
                  (whether immediately, incidentally or ultimately) cause the
                  Loan (or any part thereof) to be a "purpose credit" within the
                  meaning of Regulation T, Regulation U or Regulation X.
                  Following the application of the proceeds of the Loan, not
                  more than 25 per cent. of the value of the assets of the Group
                  (on a consolidated basis) will be Margin Stock.

         (b)      Neither any Obligor nor any agent acting on its behalf has
                  taken or will take any action which could cause any of the
                  Finance Documents or any of the documents or instruments
                  delivered pursuant thereto to violate any regulation of the
                  Board (including Regulations T, U and X) or to violate the US
                  Securities Exchange Act of 1934 or any applicable US federal
                  or state securities laws.

19.18    INVESTMENT COMPANY ACT AND PUBLIC UTILITY HOLDING COMPANY ACT

         (a)      The US Obligor has not and none of its Subsidiaries is subject
                  to regulation under the US Public Utility Holding Company Act
                  of 1935, the US Federal Power Act or the US Investment Company
                  Act of 1940 or to any US federal or state statute or
                  regulation limiting its ability to incur Indebtedness.

         (b)      It is not an "investment company", or an "affiliated person"
                  of, or "promoter" or "principal underwriter" for, an
                  "investment company", as such terms are defined in the US
                  Investment Company Act of 1940.

         (c)      None of the transactions contemplated by the Finance Documents
                  does or will violate any of such Acts, any applicable US
                  federal or state laws and regulations.

19.19    LIENS AND EXISTING INDEBTEDNESS

         (a)      Schedule 4 (Existing Liens) is a complete and correct list, as
                  of the date of this Agreement, of each Lien securing
                  Indebtedness of any person, the aggregate principal or face
                  amount of which equals or exceeds (or may equal or exceed)
                  $5,000,000 (or its



                                      -29-
<PAGE>   33
                  equivalent) and covering any property of the Guarantor or any
                  of its Subsidiaries, and the aggregate Indebtedness secured
                  (or that may be secured) by each such Lien and the property
                  covered by each such Lien is correctly described in Schedule 4
                  (Existing Liens); and

         (b)      Schedule 5 (Existing Indebtedness) is a complete and correct
                  list, as of the date of this Agreement, of each credit
                  agreement, loan agreement, indenture, guarantee, letter of
                  credit or other arrangement providing for or otherwise
                  relating to any Indebtedness or any extension of credit (or
                  commitment for any extension of credit) to, or guarantee by,
                  the Guarantor or any of its Subsidiaries, the aggregate
                  principal or face amount of which equals or exceeds (or may
                  equal or exceed) $5,000,000 (or its equivalent), and the
                  aggregate principal or face amount outstanding or that may
                  become outstanding under each such arrangement is correctly
                  described in Schedule 5 (Existing Indebtedness).

19.20    REPETITION

         The Repeating Representations are deemed to be made by each Obligor by
         reference to the facts and circumstances then existing on the date of
         each Utilisation Request and the date of the Term-Out Notice, on each
         date on which a Loan is made and the first day of each Interest Period.

20.      INFORMATION UNDERTAKINGS

         The undertakings in this Clause 20 remain in force from the date of
         this Agreement for so long as any amount is outstanding under the
         Finance Documents or any Commitment is in force.

20.1     FINANCIAL STATEMENTS

         The Guarantor shall supply to the Lender:

         (a)      as soon as the same become available, but in any event within
                  90 days after the end of each of its fiscal years:

                  (i)      its consolidated balance sheets and related
                           statements of income, changes in stockholders' equity
                           and cash flows, showing the financial condition of
                           the Guarantor and its Subsidiaries as of the close of
                           such fiscal year and the results of its operations
                           and the operations of its Subsidiaries during such
                           year, all audited by the Guarantor's Auditors and
                           accompanied by an opinion of such auditors (which
                           shall not be qualified in any material respect) to
                           the effect that such consolidated financial
                           statements fairly present the financial condition and
                           results of operations of the Guarantor on a
                           consolidated basis in accordance with GAAP
                           consistently applied; and

                  (ii)     the unaudited financial statements of each Borrower
                           for that fiscal year; and

         (b)      as soon as the same become available, but in any event within
                  45 days after the end of each of the first three fiscal
                  quarters of each of its fiscal years, its consolidated balance
                  sheets and related statements of income, changes in
                  stockholders' equity and cash flows, showing the financial
                  condition of the Guarantor and its Subsidiaries as of the
                  close of such fiscal quarter and the results of its operations
                  and the operations of its



                                      -30-
<PAGE>   34
                  Subsidiaries during such fiscal quarter and the then elapsed
                  portion of such fiscal year, all certified by one of its
                  Financial Officers as fairly presenting the financial
                  condition and results of operations of the Guarantor on a
                  consolidated basis in accordance with GAAP consistently
                  applied, subject to normal year-end audit adjustments.

20.2     COMPLIANCE CERTIFICATE

(a)      The Guarantor shall supply to the Lender, with each set of financial
         statements delivered pursuant to paragraph (a)(i) or (b) of Clause 20.1
         (Financial statements), a Compliance Certificate setting out (in
         reasonable detail) computations as to compliance with Clause 21
         (Financial covenants) as at the date as at which those financial
         statements were drawn up.

(b)      Each Compliance Certificate shall be signed by a Financial Officer of
         the Guarantor or, if required to be delivered with the financial
         statements delivered pursuant to paragraph (a) of Clause 20.1
         (Financial statements), by the Guarantor's Auditors (which certificate,
         when furnished by the Guarantor's Auditors, may be limited to
         accounting matters and disclaim responsibility for legal
         interpretations).

20.3     REQUIREMENTS AS TO FINANCIAL STATEMENTS

         Each set of financial statements delivered by the Guarantor pursuant to
         Clause 20.1 (Financial statements) shall be certified by a Financial
         Officer of the relevant company as fairly representing its (or, as the
         case may be, its consolidated) financial condition and operations as at
         the end of and for the period in relation to which those financial
         statements were drawn up.

20.4     INFORMATION: MISCELLANEOUS

         The Guarantor shall supply to the Lender:

         (a)      promptly after the same becoming publicly available, copies of
                  all periodic and other reports, proxy statements and other
                  materials filed by it with the Securities and Exchange
                  Commission, or any Governmental Authority succeeding to any of
                  or all the functions of such Commission, or with any national
                  securities exchange, or distributed to its shareholders or
                  creditors generally, as the case may be;

         (b)      promptly upon becoming aware of such, the filing or
                  commencement of, or any threat or notice of intention of any
                  person to file or commence, any action, suit or proceeding,
                  whether at law or in equity or by or before any Governmental
                  Authority, against the Guarantor or any Affiliate thereof
                  which, if adversely determined, could have a Material Adverse
                  Effect; and

         (c)      promptly, from time to time, such other information regarding
                  the operations, business affairs and financial condition of
                  the Guarantor or any Subsidiary, or compliance with the terms
                  of any Finance Document, as the Lender may reasonably request.

20.5     INFORMATION: ERISA

         The Guarantor shall supply to the Lender:

         (a)      as soon as possible, and in any event within 30 days after the
                  US Obligor or any ERISA Affiliate either knows or has reason
                  to know that any Reportable Event has occurred that alone or
                  together with any other Reportable Event could reasonably be
                  excepted to result in liability of the US Obligor to the PGBC
                  in an aggregate amount exceeding




                                      -31-
<PAGE>   35
                  $5,000,000, a statement of a Financial Officer setting forth
                  details as to such Reportable Event and the action proposed to
                  be taken with respect thereto, together with a copy of the
                  notice, if any, of such Reportable Event given to or received
                  from the PGBC;

         (b)      promptly after receipt thereof, a copy of any notice the US
                  Obligor or any ERISA Affiliate may receive from the PBGC
                  relating to the intention of the PGBC to terminate any Plan or
                  Multiemployer Plan (other than a Plan maintained by an ERISA
                  Affiliate which is considered an ERISA Affiliate only pursuant
                  to subsection (m) or (o) of Section 414 of the Code) or to
                  appoint a trustee to administer any Plan or Multiemployer
                  Plan; and

         (c)      within 10 days after the due date for filing with the PGBC
                  pursuant to Section 412(n) of the Code of a notice of failure
                  to make a required instalment or other payment with respect to
                  a Plan, a statement of a Financial Officer setting forth
                  details as to such failure and the action proposed to be taken
                  with respect thereto, together with a copy of such notice
                  given to the PBGC.

20.6     NOTIFICATION OF DEFAULT

(a)      Each Obligor shall notify the Lender of any Default (and the steps, if
         any, being taken to remedy it) promptly upon becoming aware of its
         occurrence (unless that Obligor is aware that a notification has
         already been provided by another Obligor).

(b)      Promptly upon a request by the Lender, the Guarantor shall supply to
         the Lender a certificate signed by one of its Financial Officers or
         directors on its behalf certifying that no Default is continuing (or if
         a Default is continuing, specifying the Default and the steps, if any,
         being taken to remedy it).

21.      FINANCIAL COVENANTS

21.1     FINANCIAL CONDITION

         The Guarantor shall ensure that:

         (a)      Net Worth will not at any time be less than $475,000,000; and

         (b)      the ratio of Total Debt to Total Capital will not at any time
                  be greater than 0.60 to 1.00.

21.2     FINANCIAL COVENANT CALCULATIONS

(a)      Net Worth, Total Capital and Total Debt shall be calculated and
         interpreted on a consolidated basis in accordance with GAAP and shall
         be expressed in Dollars.

21.3   DEFINITIONS

         In this Agreement:

         "NET WORTH" means, as at any date, the sum for the Group (determined on
         a consolidated basis without duplication in accordance with GAAP) of
         the following:

         (a)      the amount of common stock; plus

         (b)      the amount of any preferred stock that does not have any
                  requirement for the Guarantor to purchase, redeem, retire or
                  otherwise acquire the same; plus


                                      -32-
<PAGE>   36
         (c)      the amount of additional paid-in capital and retained earnings
                  (or, in the case of an additional paid-in capital or retained
                  earnings deficit, minus the amount of such deficit); plus

         (d)      cumulative translation adjustments (or, in the case of
                  negative adjustments, minus the amount of such adjustments);
                  plus

         (e)      cumulative pension liability adjustments (or; in the case of
                  negative adjustments, minus the amount of such adjustments);
                  minus

         (f)      the cost of treasury stock.

         "TOTAL CAPITAL" means, at any time, Net Worth plus Total Debt.

         "TOTAL DEBT" means, at any time, the aggregate outstanding principal
         amount of all Indebtedness of the Group at such time (other than
         Indebtedness described in paragraphs (i) or (j) of the definition of
         the term "Indebtedness") determined on a consolidated basis (without
         duplication) in accordance with GAAP provided that the term "Total
         Debt" shall include any preferred stock that provides for the mandatory
         purchase, retirement, redemption or other acquisition of the same by
         the Guarantor or any Subsidiary (other than preferred stock held by the
         Guarantor or any Subsidiary).

22.      GENERAL UNDERTAKINGS

         The undertakings in this Clause 22 remain in force from the date of
         this Agreement for so long as any amount is outstanding under the
         Finance Documents or any Commitment is in force.

22.1     AUTHORISATIONS

         Each Obligor shall promptly:

         (a)      obtain, comply with and do all that is necessary to maintain
                  in full force and effect; and

         (b)      supply certified copies to the Lender of,

         any Authorisation required under any law or regulation of its
         jurisdiction of incorporation or organisation (as the case may be) to
         enable it to perform its obligations under the Finance Documents and to
         ensure the legality, validity, enforceability or admissibility in
         evidence in its jurisdiction of incorporation of any Finance Document.

22.2     EXISTENCE AND COMPLIANCE WITH LAWS

(a)      Each Obligor shall (and the Guarantor shall ensure that each other
         member of the Group will) preserve and maintain its corporate
         existence, rights (charter and statute) and material franchises, except
         as otherwise permitted by Clause 22.5 (Merger), provided, however, that
         the Guarantor shall not be required to preserve any such right or
         franchise if (i) the Guarantor shall determine that the preservation
         thereof is no longer desirable in the conduct of the business of the
         Guarantor and (ii) the loss of any such right or franchise is not
         disadvantageous in any material respect to the Lender.

(b)      Each Obligor shall comply in all respects with all laws to which it may
         be subject, if failure so to comply would materially impair its ability
         to perform its obligations under the Finance Documents.


                                      -33-
<PAGE>   37
22.3     NEGATIVE PLEDGE

(a)      No Obligor shall (and the Guarantor shall ensure that no other member
         of the Group will) create incur, assume or suffer to exist any Lien
         upon any of its property, whether now owned or hereafter acquired,
         except:

         (i)      Liens in existence on the date of this Agreement which are
                  listed in Schedule 4 (Existing Liens);

         (ii)     Liens imposed by any Governmental Authority for Taxes,
                  assessments or charges not yet due or that are being contested
                  in good faith and by appropriate proceedings if adequate
                  reserves with respect thereto are maintained on the books of
                  the Guarantor or the affected Subsidiaries, as the case may
                  be, in accordance with GAAP;

         (iii)    carriers', warehousemen's, mechanics', materialmen's,
                  repairmen's or other like Liens arising in the ordinary course
                  of business that are not overdue for a period of more than 30
                  days or that are being contested in good faith and by
                  appropriate proceedings and Liens securing judgements but only
                  to the extent for an amount and for a period not resulting in
                  an Event of Default under Clause 23.6(c) (Insolvency and
                  Insolvency Proceedings);

         (iv)     pledges or deposits under worker's compensation, unemployment
                  insurance and other social security legislation;

         (v)      deposits to secure the performance of bids, trade contracts
                  (other than for Indebtedness), leases, statutory obligations,
                  surety and appeal bonds, performance bonds and other
                  obligations of a like nature incurred in the ordinary course
                  of business;

         (vi)     easements, rights-of-way, restrictions and other similar
                  encumbrances incurred in the ordinary course of business and
                  encumbrances consisting of zoning restrictions, easements,
                  licenses, restrictions on the use of property or minor
                  imperfections in title thereto that, in the aggregate, are not
                  material in amount, and that do not in any case materially
                  detract from the value of the property subject thereto or
                  interfere with the ordinary conduct of the business of the
                  Guarantor or any of its Subsidiaries;

         (vii)    Liens on property of any corporation that becomes a Subsidiary
                  of the Guarantor after the date of this Agreement, provided
                  that such Liens are in existence at the time such corporation
                  becomes a Subsidiary of the Guarantor and were not created in
                  anticipation thereof;

         (viii)   Liens upon real and/or tangible personal property acquired
                  after the date of this Agreement (by purchase, construction or
                  otherwise) by the Guarantor or any of its Subsidiaries, each
                  of which Liens either (A) existed on such property before the
                  time of its acquisition and was not created in anticipation
                  thereof or (B) was created solely for the purpose of securing
                  Indebtedness representing, or incurred to finance, refinance
                  or refund, the cost (including the cost of construction) of
                  such property, provided that no such Lien shall extend to or
                  cover any property of the Guarantor or such Subsidiary other
                  than the property so acquired and improvements thereon;


                                      -34-
<PAGE>   38
         (ix)     additional Liens upon real and/or personal property created
                  after the date of this Agreement, provided that the aggregate
                  Indebtedness secured thereby and incurred on and after the
                  date hereof shall not exceed $25,000,000 (or its equivalent as
                  reasonably determined by the Lender) in the aggregate at any
                  one time outstanding; and

         (x)      any extension, renewal or replacement of the foregoing,
                  provided that the Liens permitted hereunder shall not be
                  spread to cover any additional Indebtedness or property (other
                  than a substitution of like property).

22.4     SALE AND LEASE-BACK TRANSACTIONS

         No Obligor shall (and the Guarantor shall ensure that no other member
         of the Group will) enter into any arrangement, directly or indirectly,
         with any person whereby it shall sell or transfer any property, real or
         personal, used or useful in its business, whether now owned or
         hereafter acquired, and thereafter rent or lease such property or other
         property which it intends to use for substantially the same purpose or
         purposes as the property being sold or transferred (such an arrangement
         being a "SALE AND LEASE-BACK TRANSACTION"), other than:

         (i)      Sale and Lease-Back Transactions capitalised on the books of
                  the Guarantor in an aggregate capitalised amount not in excess
                  of $25,000,000 entered into in connection with the financing
                  of an aircraft to be used in connection with the Guarantor's
                  business; and

         (ii)     Sale and Lease-Back Transactions capitalised on the books of
                  the Guarantor (other than a Sale and Lease-Back Transaction
                  permitted by Clause 22.4(i)) if the capitalised amount of all
                  such Sale and Lease-Back Transactions shall not exceed
                  $20,000,000 in aggregate amount at any time outstanding.

22.5     MERGER

         (a)      No Obligor shall consolidate or merge with or into any other
                  person or sell, convey, transfer or lease its properties and
                  assets substantially as an entirety to any person, unless;

                  (i)      the company or corporation formed by such
                           consolidation or merger or the person which acquires
                           by sale, conveyance or transfer, or which leases, the
                           properties and assets of such Obligor substantially
                           as an entirety shall be a company or corporation
                           organised and existing under the laws of a
                           jurisdiction acceptable to the Lender and shall
                           expressly assume, by an agreement supplemental
                           hereto, executed and delivered in favour of the
                           Lender, in form satisfactory to the Lender, the due
                           and punctual payment of the principal of and interest
                           on the Loans and all other obligations of such
                           Obligor under the Finance Documents and the
                           performance or observance of every covenant of this
                           Agreement on the part of such Obligor to be performed
                           or observed;

                  (ii)     immediately after giving effect to such transaction,
                           no Default shall have occurred and be continuing; and

                  (iii)    the Guarantor shall have delivered to the Lender an
                           officers' certificate and an opinion or, as may be
                           required by the Lender, opinions of counsel, each
                           stating


                                      -35-
<PAGE>   39
                           that such consolidation, merger, sale, conveyance,
                           transfer or lease and such supplemental agreement
                           comply with this Clause 22.5(a) and that all
                           conditions precedent in this Agreement provided for
                           relating to such transaction and any other documents
                           which the Lender requests to be delivered at such
                           time have been complied with.

         (b)      Upon any consolidation by any Obligor with or merger by any
                  Obligor into any other corporation or any sale, conveyance,
                  transfer or lease of the properties and assets of any Obligor
                  substantially as an entirety in accordance with Clause
                  22.5(a), the successor corporation formed by such
                  consolidation or into which such Obligor is merged or to which
                  such sale, conveyance, transfer or lease is made shall succeed
                  to, and be substituted for, and may exercise every right and
                  power of, the applicable Obligor under the Finance Documents
                  with the same effect as if such successor corporation had been
                  named as an Obligor herein, and thereafter, the predecessor
                  corporation shall be relieved of all obligations and covenants
                  under the Finance Documents.

         (c)      This Clause 22.5 is without prejudice to the provisions of
                  Clause 23.14 (Change of Control).

22.6     LINES OF BUSINESS; FISCAL YEAR

         The Guarantor shall not (and the Guarantor shall ensure that no other
         member of the Group will) engage or invest in operations engaging to
         any substantial extent in any line or lines of business activity other
         than the business of manufacturing, providing, distributing and selling
         such diverse goods and industrial services, principally for industrial,
         commercial, construction and defence applications, the same or similar
         to those goods and services as are manufactured, provided, distributed
         and sold by the Guarantor on the date of this Agreement. In the case of
         the Guarantor, the Guarantor shall not change its fiscal year end from
         that in effect at 31 December 1999.

22.7     TRANSACTIONS WITH AFFILIATES

         The Guarantor shall not (and the Guarantor shall ensure that no other
         member of the Group will) sell or transfer any property or assets to,
         or purchase or acquire any property or assets from, or otherwise engage
         in any other transactions with, any of its Affiliates, except that as
         long as no Default shall have occurred and be continuing, the Guarantor
         or any Subsidiary may engage in any of the foregoing transactions in
         the ordinary course of business at prices and on terms and conditions
         not less favourable to the Guarantor or such Subsidiary than could be
         obtained on an arm's-length basis from unrelated third parties.

22.8     PROPERTIES AND INSURANCE

         (a)      Each Obligor shall (and the Guarantor shall ensure that each
                  other member of the Group will) maintain and preserve all of
                  its properties which are used in the conduct of its business
                  in good working order and condition, ordinary wear and tear
                  excepted, to the extent that any failure to do so would result
                  in a Material Adverse Effect and except for dispositions
                  thereof permitted by Clause 22.4 (Sale and Lease-Back
                  Transactions).

         (b)      Each Obligor shall (and the Guarantor shall ensure that each
                  other member of the Group will) maintain insurance with
                  financially sound and reputable insurance


                                      -36-
<PAGE>   40
         companies (which insurance companies shall, in any event, have an A.M.
         Best rating of "B+" or better), and with respect to property and risks
         of a character usually maintained by corporations engaged in the same
         or similar business similarly situated, against loss, damage and
         liability of the kinds and in the amounts customarily maintained by
         such corporations.

22.9     ENVIRONMENTAL UNDERTAKINGS

         Each Obligor shall (and the Guarantor shall ensure that each other
         member of the Group will):

         (a)      comply with all Environmental Laws to which it is subject;

         (b)      obtain all Environmental Licences required in connection with
                  its business;

         (c)      comply with the terms of all those Environmental Licences; and

         (d)      promptly notify the Lender of any claim, notice or other
                  communication received by it in respect of any actual or
                  alleged breach of or liability under Environmental Law,

         in each case where failure to do so might have a Material Adverse
         Effect.

22.10    US MATTERS

         Each Obligor shall:

         (a)      comply in all material respects with the applicable provisions
                  of ERISA and the Code;

         (b)      ensure that neither it nor any of its ERISA Affiliates shall
                  engage in a complete or partial withdrawal, within the meaning
                  of Sections 4203 and 4205 of ERISA, from any Multiemployer
                  Plan without the prior written consent of the Lender unless
                  such withdrawal could not reasonably by expected to have a
                  Material Adverse Effect; and

         (c)      use the proceeds of, or made available by virtue of, the
                  Facilities without violating any of Regulations U, T and X or
                  any applicable US federal or state laws and regulations.

22.11    GUARANTOR'S AUDITORS

         The Company will retain a firm of recognised international standing as
         auditors to the Group as it shall notify to the Lender from time to
         time.

23.      EVENTS OF DEFAULT

         Each of the events or circumstances set out in Clause 23 is an Event of
         Default.

23.1     NON-PAYMENT

(a)      There is a default made in the payment of any principal of any Loan
         when and as the same shall become due and payable, whether at the due
         date thereof or at a date fixed for prepayment thereof or by
         acceleration thereof or otherwise; or

(b)      there is a default made in the payment of any interest on any Loan or
         any fee or any other amount (other than an amount referred to in Clause
         23.1(a)) due under any Finance Document, when and as the same shall
         become due and payable, and such default shall continue unremedied for
         a period of five days.

23.2     FINANCIAL COVENANTS

         Any requirement of Clause 21 (Financial covenants) is not satisfied.


                                      -37-
<PAGE>   41
23.3     OTHER OBLIGATIONS

(a)      There is a default made in the due observance or performance by any
         Obligor or any Subsidiary of any covenant, condition or agreement
         contained in Clause 20.4(b) (Information: miscellaneous), 20.6
         (Notification of Default), 22.2(a) (Existence and Compliance with
         laws), 22.3 (Negative Pledge), 22.4 (Sale and Lease-Back Transactions),
         22.5 (Merger), 22.6 (Lines of business; Fiscal Year) or 22.7
         (Transactions with Affiliates); or

(b)      there is a default made in the due observance or performance by any
         Obligor or any Subsidiary of any covenant, condition or agreement
         contained in any Finance Document (other than those specified in
         Clauses 23.1 (Non-payment), 23.2 (Financial covenants), or 23.3(a)
         (Other obligations)) and such default shall continue unremedied for a
         period of 30 days after notice thereof from the Lender to the
         Guarantor.

23.4     MISREPRESENTATION

         Any representation or warranty made or deemed made in or in connection
         with any Finance Document or the borrowings hereunder, or any
         representation, warranty, statement or information contained in any
         report, certificate, financial statement or other instrument furnished
         in connection with or pursuant to any Finance Document, shall prove to
         have been false or misleading in any material respect when so made,
         deemed made or furnished.

23.5     CROSS DEFAULT

(a)      The Guarantor or any Subsidiary shall (A) fail to pay any principal or
         interest, regardless of amount, due in respect of any Indebtedness in a
         principal amount in excess of (I) $20,000,000 (or its equivalent in any
         other currency or currencies), in the case of any single obligation, or
         (II) $20,000,000 (or its equivalent in any other currency or
         currencies), in the case of all obligations in the aggregate, in each
         case, when and as the same shall become due and payable; or (B) fail to
         observe or perform any other term, covenant, condition or agreement
         contained in any agreement or instrument evidencing or governing any
         Indebtedness in an aggregate principal amount in excess of $20,000,000
         (or its equivalent in any other currency or currencies) and such
         failure shall continue beyond any applicable grace period; or

(b)      Indebtedness of the Guarantor and its Subsidiaries, or any of them, in
         a principal amount in excess of (A) $20,000,000 (or its equivalent in
         any other currency or currencies), in the case of any single
         obligation, or (B) $20,000,000 (or its equivalent in any other currency
         or currencies), in the case of all obligations in the aggregate, shall
         be declared due and payable or required to be prepaid prior to its
         stated maturity.

23.6     INSOLVENCY AND INSOLVENCY PROCEEDINGS

(a)      An involuntary proceeding shall be commenced or an involuntary petition
         shall be filed in a court of competent jurisdiction seeking (i) relief
         in respect of any Obligor or any Subsidiary, or of a substantial part
         of the property or assets of any Obligor or a Subsidiary, under Title
         11 of the United States Code, as now constituted or hereafter amended,
         or any other Federal or state bankruptcy, insolvency, receivership or
         similar law (or similar statute or law in any other jurisdiction), (ii)
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for any Obligor or any Subsidiary or
         for a substantial part of the property or assets of any Obligor or a
         Subsidiary or (iii) the winding-up or liquidation of any Obligor or any


                                      -38-
<PAGE>   42
         Subsidiary; and such proceeding or petition shall continue undismissed
         for 30 days or an order or decree approving or ordering any of the
         foregoing shall be entered;

(b)      any Obligor or any Subsidiary shall (i) voluntarily commence any
         proceeding or file any petition seeking relief under Title 11 of the
         United States Code, as now constituted or hereafter amended, or any
         other Federal or state bankruptcy, insolvency, receivership or similar
         law (or similar statute or law in any other jurisdiction), (ii) consent
         to the institution of, or fail to contest in a timely and appropriate
         manner, any proceeding or the filing of any petition described in
         Clause 23.6(a), (iii) apply for or consent to the appointment of a
         receiver, trustee, custodian, sequestrator, conservator or similar
         official of any Obligor or any Subsidiary or of a substantial part of
         the property or assets of any Obligor or any Subsidiary, (iv) file an
         answer admitting the material allegations of a petition filed against
         it in any such proceeding, (v) make a general assignment for the
         benefit of creditors, (vi) become unable, admit in writing its
         inability or fail generally to pay its debts as they become due or
         (vii) take any action for the purpose of effecting any of the
         foregoing; or

(c)      one or more judgments for the payment of money in an aggregate amount
         in excess of $10,000,000 (or its equivalent in any other currency or
         currencies) (exclusive of amounts fully covered by insurance where the
         insurer has admitted liability in respect of such judgment) or in
         excess of $20,000,000 (or its equivalent in any other currency or
         currencies) (regardless of insurance coverage) shall be rendered
         against any Obligor, any Subsidiary or any combination thereof and the
         same shall remain undischarged for a period of 60 consecutive days
         during which 60 days execution shall not be effectively stayed, or
         otherwise being appropriately contested in good faith, or any action
         shall be legally taken by a judgment creditor to levy upon assets or
         properties of any Obligor or any Subsidiary to enforce any such
         judgment.

23.7     RELEVANT AGREEMENT

         An "Event of Default" shall have occurred as defined under the Relevant
         Agreement.

23.8     CREDITORS' PROCESS

         Any expropriation, attachment, sequestration, distress or execution
         affects any asset or assets of a member of the Group which the Lender
         determines could have a Material Adverse Effect and is not discharged
         within 5 Business Days.

23.9     OWNERSHIP OF THE BORROWERS

         A Borrower is not or ceases to be a Subsidiary of the Guarantor.

23.10    UNLAWFULNESS

         It is or becomes unlawful for an Obligor to perform any of its material
         obligations under the Finance Documents.

23.11    REPUDIATION

         An Obligor repudiates a Finance Document or evidences in writing an
         intention to repudiate a Finance Document.

23.12    INVALIDITY OF GUARANTEE

         The obligations of the Guarantor under this Agreement become
         ineffective, invalid, unenforceable or unlawful for any reason.


                                      -39-
<PAGE>   43
23.13    ERISA MATTERS

         A Reportable Event or Reportable Events, or a failure to make a
         required instalment or other payment (within the meaning of Section
         412(n)(l) of the Code), shall have occurred with respect to any Plan or
         Multiemployer Plan that reasonably could be expected to result in
         liability of any Obligor to the PBGC or to a Plan or Multiemployer Plan
         in an aggregate amount exceeding $5,000,000 and, within 30 days after
         the reporting of any such Reportable Event to the Lender or after the
         receipt by the Lender of the statement required pursuant to Clause 20.5
         (Information: ERISA), the Lender shall have notified such Obligor in
         writing that (a) it has made a determination that, on the basis of such
         Reportable Event or Reportable Events or the failure to make a required
         payment, there are reasonable grounds (i) for the termination of such
         Plans or Multiemployer Plans by the PBGC, (ii) for the appointment by
         the appropriate United States District Court of a trustee to administer
         such Plans or Multiemployer Plan(s) or (iii) for the imposition of a
         Lien in favour of a Plan or Multiemployer Plan and (b) as a result
         thereof an Event of Default exists or a trustee shall be appointed by a
         United States District Court to administer any such Plan or
         Multiemployer Plan or the PBGC shall institute proceedings to terminate
         any Plan or Multiemployer Plan.

23.14    CHANGE OF CONTROL

         There shall have been a Change of Control.

23.15    ACCELERATION

         On and at any time after the occurrence of an Event of Default the
         Lender may, by notice to the Guarantor:

         (a)      cancel the Commitment whereupon it shall immediately be
                  cancelled;

         (b)      declare that all or part of the Loans, together with accrued
                  interest, and all other amounts accrued under the Finance
                  Documents be immediately due and payable, whereupon they shall
                  become immediately due and payable; and/or

         (c)      declare that all or part of the Loans be payable on demand,
                  whereupon they shall immediately become payable on demand by
                  the Lender.

         Notwithstanding the foregoing, if an Event of Default specified in
         Clauses 23.6 (Insolvency and Insolvency proceedings), or 23.8
         (Creditors' process) occurs with respect to the US Obligor, then
         notwithstanding anything to the contrary in Clause 18 (Guarantee and
         indemnity), each amount expressed by that Clause 18 (Guarantee and
         indemnity) to be payable by the US Obligor upon demand shall be
         immediately due and payable by the Guarantor without need for any
         demand or other claim on the US Obligor and notwithstanding that the
         obligations of the Borrowers payable by the US Obligor under Clause 18
         (Guarantee and indemnity) are not then due and payable.

24.      CHANGES TO THE LENDER

24.1     ASSIGNMENTS AND TRANSFERS BY THE LENDER

         Subject to this Clause 24, the Lender (the "EXISTING LENDER") may:

         (a)      assign any of its rights; or


                                      -40-
<PAGE>   44
         (b)      transfer by novation any of its rights and obligations, to
                  another bank or financial institution (the "NEW LENDER").

24.2     CONDITIONS OF ASSIGNMENT OR TRANSFER

(a)      The consent of the Guarantor is required for an assignment or transfer
         by the Lender, unless the assignment or transfer is to an Affiliate of
         the Lender or an Event of Default is continuing.

(b)      The consent of the Guarantor to an assignment or transfer must not be
         unreasonably withheld or delayed. The Guarantor will be deemed to have
         given its consent five Business Days after the Lender has requested it
         unless consent is expressly refused by the Guarantor within that time.

(c)      The consent of the Guarantor to an assignment or transfer must not be
         withheld solely because the assignment or transfer may result in an
         increase to the Mandatory Cost.

(d)      If:

         (i)      the Lender assigns or transfers any of its rights or
                  obligations under the Finance Documents or changes its
                  Facility Office; and

         (ii)     as a result of circumstances existing at the date the
                  assignment, transfer or change occurs, an Obligor would be
                  obliged to make a payment to the New Lender or the Lender
                  acting through its new Facility Office under Clause 13 (Tax
                  gross-up and indemnities) or Clause 14 (Increased costs), then
                  the New Lender or the Lender acting through its new Facility
                  Office is only entitled to receive payment under those Clauses
                  to the same extent as the Existing Lender or the Lender acting
                  through its previous Facility Office would have been if the
                  assignment, transfer or change had not occurred.

24.3     DISCLOSURE OF INFORMATION

         The Lender may disclose to any of its Affiliates and any other person:

         (a)      to (or through) whom the Lender assigns or transfers (or may
                  potentially assign or transfer) all or any of its rights and
                  obligations under this Agreement;

         (b)      with (or through) whom the Lender enters into (or may
                  potentially enter into) any sub-participation in relation to,
                  or any other transaction under which payments are to be made
                  by reference to, this Agreement or any Obligor; or

         (c)      to whom, and to the extent that, information is required to be
                  disclosed by any applicable law or regulation, any information
                  about any Obligor, the Group and the Finance Documents as the
                  Lender shall consider appropriate if, in relation to
                  paragraphs (a) and (b) above, the person to whom the
                  information is to be given has entered into a confidentiality
                  undertaking substantially in a recommended form of the Loan
                  Market Association or in any other form agreed between the
                  Guarantor and the Lender.


                                      -41-
<PAGE>   45
25.      CHANGES TO THE OBLIGORS

         No Obligor may assign any of its rights or transfer any of its rights
         or obligations under the Finance Documents.

26.      CONDUCT OF BUSINESS BY THE LENDER

         No provision of this Agreement will:

         (a)      interfere with the right of the Lender to arrange its affairs
                  (tax or otherwise) in whatever manner it thinks fit;

         (b)      oblige the Lender to investigate or claim any credit, relief,
                  remission or repayment available to it or the extent, order
                  and manner of any claim; or

         (c)      oblige the Lender to disclose any information relating to its
                  affairs (tax or otherwise) or any computations in respect of
                  Tax.

27.      LENDER'S MANAGEMENT TIME

         Any amount payable to the Lender under Clause 15.3 (Indemnity to the
         Lender) and Clause 17 (Costs and expenses) shall include the cost of
         utilising the Lender's management time or other resources and will be
         calculated on the basis of such reasonable daily or hourly rates as the
         Lender may notify to the Guarantor.

28.      PAYMENT MECHANICS

28.1     PAYMENTS TO THE LENDER

(a)      On each date on which an Obligor is required to make a payment under a
         Finance Document, that Obligor shall make the same available to the
         Lender for value on the due date at the time and in such funds
         specified by the Lender as being customary at the time for settlement
         of transactions in the relevant currency in the place of payment.

(b)      Payment shall be made to such account in the principal financial centre
         of the country of that currency (or, in relation to euro, in the
         principal financial centre in a Participating Member State or London)
         with such bank as the Lender may notify to that Obligor by not less
         than five Business Days' notice.

28.2     PAYMENTS BY THE LENDER

(a)      On each date on which the Lender is required to make a payment under a
         Finance Document, the Lender shall make the same available to the
         relevant Borrower for value on the due date at the time and in such
         funds specified by the Lender as being customary at the time for
         settlement of transactions in the relevant currency in the place of
         payment.

(b)      Payment shall be made to such account in the principal financial centre
         of the country of that currency (or, in relation to euro, in the
         principal financial centre in a Participating Member State or London)
         with such bank as the relevant Borrower may notify to the Lender in the
         relevant Utilisation Request.


                                      -42-
<PAGE>   46
28.3     DISTRIBUTIONS TO AN OBLIGOR

         The Lender may (with the consent of the Obligor or in accordance with
         Clause 29 (Set-off)) apply any amount received by it for that Obligor
         in or towards payment (on the date and in the currency and funds of
         receipt) of any amount due from that Obligor under the Finance
         Documents or in or towards purchase of any amount of any currency to be
         so applied.

28.4     PARTIAL PAYMENTS

(a)      If the Lender receives a payment that is insufficient to discharge all
         the amounts then due and payable by an Obligor under the Finance
         Documents, the Lender shall apply that payment towards the obligations
         of that Obligor under the Finance Documents in any order selected by
         the Lender.

(b)      Paragraph (a) above will override any appropriation made by an Obligor.

28.5     NO SET-OFF BY OBLIGORS

         All payments to be made by an Obligor under the Finance Documents shall
         be calculated and be made without (and free and clear of any deduction
         for) set-off or counterclaim.

28.6     BUSINESS DAYS

(a)      Any payment which is due to be made on a day that is not a Business Day
         shall be made on the next Business Day in the same calendar month (if
         there is one) or the preceding Business Day (if there is not).

(b)      During any extension of the due date for payment of any principal or an
         Unpaid Sum under this Agreement interest is payable on the principal or
         Unpaid Sum at the rate payable on the original due date.

28.7     CURRENCY OF ACCOUNT

(a)      Subject to paragraphs (b) to (e) below, the Base Currency is the
         currency of account and payment for any sum due from an Obligor under
         any Finance Document.

(b)      A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum
         shall be made in the currency in which that Loan or Unpaid Sum is
         denominated on its due date.

(c)      Each payment of interest shall be made in the currency in which the sum
         in respect of which the interest is payable was denominated when that
         interest accrued.

(d)      Each payment in respect of costs, expenses or Taxes shall be made in
         the currency in which the costs, expenses or Taxes are incurred.

(e)      Any amount expressed to be payable in a currency other than the Base
         Currency shall be paid in that other currency.

28.8     CHANGE OF CURRENCY

(a)      Unless otherwise prohibited by law, if more than one currency or
         currency unit are at the same time recognised by the central bank of
         any country as the lawful currency of that country, then:

         (i)      any reference in the Finance Documents to, and any obligations
                  arising under the Finance Documents in, the currency of that
                  country shall be translated into, or paid in, the currency or
                  currency unit of that country designated by the Lender (after
                  consultation with the Guarantor); and



                                      -43-
<PAGE>   47
         (ii)     any translation from one currency or currency unit to another
                  shall be at the official rate of exchange recognised by the
                  central bank for the conversion of that currency or currency
                  unit into the other, rounded up or down by the Lender (acting
                  reasonably).

(b)      If a change in any currency of a country occurs, this Agreement will,
         to the extent the Lender (acting reasonably and after consultation with
         the Guarantor) specifies to be necessary, be amended to comply with any
         generally accepted conventions and market practice in the Relevant
         Interbank Market and otherwise to reflect the change in currency.

29.      SET-OFF

         Following an Event of Default which is continuing, the Lender may set
         off any matured obligation due from an Obligor under the Finance
         Documents (to the extent beneficially owned by the Lender) against any
         matured obligation owed by the Lender to that Obligor, regardless of
         the place of payment, booking branch or currency of either obligation.
         If the obligations are in different currencies, the Lender may convert
         either obligation at a market rate of exchange in its usual course of
         business for the purpose of the set-off.

30.      NOTICES

30.1     COMMUNICATIONS IN WRITING

         Any communication to be made under or in connection with the Finance
         Documents shall be made in writing and, unless otherwise stated, may be
         made by fax or letter.

30.2     ADDRESSES

         The address and fax number (and the department or officer, if any, for
         whose attention the communication is to be made) of each Party for any
         communication or document to be made or delivered under or in
         connection with the Finance Documents is that identified with its name
         below or any substitute address, fax number or department or officer as
         the Party may notify to the other Parties by not less than five
         Business Days' notice.

30.3     DELIVERY

(a)      Any communication or document made or delivered by the Lender to
         another Party under or in connection with the Finance Documents will
         only be effective:

         (i)      if by way of fax, when received in legible form; or

         (ii)     if by way of letter, when it has been left at the relevant
                  address or five Business Days after being deposited in the
                  post postage prepaid in an envelope addressed to it at that
                  address, and, if a particular department or officer is
                  specified as part of its address details provided under Clause
                  30.2 (Addresses), if addressed to that department or officer.

(b)      Any communication or document to be made or delivered to the Lender
         will be effective only when actually received by the Lender and then
         only if it is expressly marked for the attention of the department or
         officer identified with the Lender's signature below (or any substitute
         department or officer as the Lender shall specify for this purpose).


                                      -44-
<PAGE>   48
(c)      Any communication or document made or delivered to the Guarantor in
         accordance with this Clause will be deemed to have been made or
         delivered to each of the Obligors.

30.4     ENGLISH LANGUAGE

(a)      Any notice given under or in connection with any Finance Document must
         be in English.

(b)      All other documents provided under or in connection with any Finance
         Document must be:

         (i)      in English; or

         (ii)     if not in English, and if so required by the Lender,
                  accompanied by a certified English translation and, in this
                  case, the English translation will prevail unless the document
                  is a constitutional, statutory or other official document.

31.      CALCULATIONS AND CERTIFICATES

31.1     ACCOUNTS

         In any litigation or arbitration proceedings arising out of or in
         connection with a Finance Document, the entries made in the accounts
         maintained by the Lender are, in the absence of manifest error, prima
         facie evidence of the matters to which they relate.

31.2     CERTIFICATES AND DETERMINATIONS

         Any certification or determination by the Lender of a rate or amount
         under any Finance Document is, in the absence of manifest error,
         conclusive evidence of the matters to which it relates.

31.3     DAY COUNT CONVENTION

         Any interest, commission or fee accruing under a Finance Document will
         accrue from day to day and is calculated on the basis of the actual
         number of days elapsed and a year of 360 days or, in any case where the
         practice in the Relevant Interbank Market differs, in accordance with
         that market practice.

32.      PARTIAL INVALIDITY

         If, at any time, any provision of the Finance Documents is or becomes
         illegal, invalid or unenforceable in any respect under any law of any
         jurisdiction, neither the legality, validity or enforceability of the
         remaining provisions nor the legality, validity or enforceability of
         such provision under the law of any other jurisdiction will in any way
         be affected or impaired.

33.      REMEDIES AND WAIVERS

         No failure to exercise, nor any delay in exercising, on the part of the
         Lender, any right or remedy under the Finance Documents shall operate
         as a waiver, nor shall any single or partial exercise of any right or
         remedy prevent any further or other exercise or the exercise of any
         other right or remedy. The rights and remedies provided in this
         Agreement are cumulative and not exclusive of any rights or remedies
         provided by law.


                                      -45-
<PAGE>   49
34.      AMENDMENTS AND WAIVERS

         No term of any of the Finance Documents may be amended or waived
         without the prior consent of the Lender and the Obligors and any such
         amendment or waiver will be binding on all Parties.

35.      COUNTERPARTS

         Each Finance Document may be executed in any number of counterparts,
         and this has the same effect as if the signatures on the counterparts
         were on a single copy of the Finance Document.

36.      GOVERNING LAW

         This Agreement is governed by English law.

37.      ENFORCEMENT

37.1     JURISDICTION OF ENGLISH COURTS

(a)      The courts of England have exclusive jurisdiction to settle any dispute
         arising out of or in connection with this Agreement (including a
         dispute regarding the existence, validity or termination of this
         Agreement) (a "DISPUTE").

(b)      The Parties agree that the courts of England are the most appropriate
         and convenient courts to settle Disputes and accordingly no Party will
         argue to the contrary.

(c)      This Clause 37.1 is for the benefit of the Lender only. As a result,
         the Lender shall not be prevented from taking proceedings relating to a
         Dispute in any other courts with jurisdiction. To the extent allowed by
         law, the Lender may take concurrent proceedings in any number of
         jurisdictions.

37.2     SERVICE OF PROCESS

(a)      Without prejudice to any other mode of service allowed under any
         relevant law, each Obligor (other than Harsco Investment Limited):

         (i)      irrevocably appoints Harsco Investment Limited as its agent
                  for service of process in relation to any proceedings before
                  the English courts in connection with any Finance Document;
                  and

         (ii)     agrees that failure by a process agent to notify the relevant
                  Obligor of the process will not invalidate the proceedings
                  concerned.

(b)      Harsco Investment Limited hereby accepts its appointment as agent for
         service of process of each Obligor not incorporated in England and
         Wales.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
AGREEMENT.


                                      -46-
<PAGE>   50
                                   SCHEDULE 1

                              CONDITIONS PRECEDENT

1.       OBLIGORS

(a)      A copy of the constitutional documents of each Obligor.

(b)      A copy of a resolution of the board of directors of each Obligor:

         (i)      approving the terms of, and the transactions contemplated by,
                  the Finance Documents to which it is a party and resolving
                  that it execute the Finance Documents to which it is a party;

         (ii)     authorising a specified person or persons to execute the
                  Finance Documents to which it is a party on its behalf; and

         (iii)    authorising a specified person or persons, on its behalf, to
                  sign and/or despatch all documents and notices (including, if
                  relevant, any Utilisation Request) to be signed and/or
                  despatched by it under or in connection with the Finance
                  Documents to which it is a party.

(c)      A specimen of the signature of each person authorised by the resolution
         referred to in paragraph (b) above.

(d)      A certificate of the Guarantor (signed by the Guarantor's Senior Vice
         President, Chief Financial Officer and Treasurer) confirming that
         borrowing or guaranteeing, as appropriate, the Commitment would not
         cause any borrowing, guaranteeing or similar limit binding on any
         Obligor to be exceeded.

(e)      A certificate of an authorised signatory of the relevant Obligor
         certifying that each copy document relating to it specified in this
         Schedule 1 is correct, complete and in full force and effect as at a
         date no earlier than the date of this Agreement.

2.       LEGAL OPINIONS

(a)      A legal of Paul C. Coppock, Esq., Senior Vice President, Chief
         Administrative Officer, General Counsel and Secretary of the Guarantor,
         substantially in the form agreed by the Lender prior to signing this
         Agreement.

(b)      A legal opinion of Kirkpatrick & Lockhart LLP, legal advisers to the
         Guarantor, substantially in the form agreed by the Lender prior to
         signing this Agreement.

(c)      A legal opinion of Boekel De Neree, legal advisers to Harsco Finance
         B.V. in The Netherlands, substantially in the form agreed by the Lender
         prior to signing this Agreement.

3.       OTHER DOCUMENTS AND EVIDENCE

(a)      A copy of any other Authorisation or other document, opinion or
         assurance which the Lender considers to be necessary or desirable (if
         it has notified the Guarantor accordingly) in connection with the entry
         into and performance of the transactions contemplated by any Finance
         Document or for the validity and enforceability of any Finance
         Document.

(b)      The Original Financial Statements of each Obligor.


                                      -47-
<PAGE>   51
(c)      Evidence that the fees, costs and expenses then due from the Guarantor
         pursuant to the Fee Letter and Clause 17 (Costs and expenses) have been
         paid or will be paid by the first Utilisation Date.

(d)      The Fee Letter duly signed by the Guarantor.


                                      -48-
<PAGE>   52
                                   SCHEDULE 2
                                    REQUESTS

                                     PART I

                               UTILISATION REQUEST

From:         [Borrower]

To:           [Lender]

Dated:

Dear Sirs

                         $50,000,000 FACILITY AGREEMENT

                DATED 15 DECEMBER 2000 (THE "FACILITY AGREEMENT")

1.       We wish to borrow a Loan on the following terms:

        Proposed Utilisation Date: [           ]  (or, if that is not a Business
                                    -----------   Day, the next Business Day)

        Currency of Loan:          [           ]
                                    -----------

        [Amount:] *                [           ]  or, if less, the Available
                                    -----------   Commitment

        Interest Period:           [           ]
                                    -----------

        [Amount of Revolving
        Loan to be converted:] *   [           ]
                                    -----------

2.       We confirm that each condition specified in Clause 4.2 (Further
         conditions precedent) is satisfied on the date of this Utilisation
         Request.

3.       The proceeds of this Loan should be credited to [account].

4.       This Utilisation Request is irrevocable.

5.       Terms defined in the Facility Agreement shall have the same meanings
         when used in this Utilisation Request.

                                Yours faithfully

                         --------------------------------------
                            authorised signatory for

                               [ name of Borrower]

--------------------------------------------------------------------------------

*   Delete as appropriate


                                      -49-
<PAGE>   53
                                    PART II

                                SELECTION NOTICE

                            APPLICABLE TO A TERM LOAN

From:         [Borrower]

To:           [Lender]

Dated:

Dear Sirs

                         $50,000,000 FACILITY AGREEMENT

                DATED 15 DECEMBER 2000 (THE "FACILITY AGREEMENT")

1.       We refer to the following Term Loan(s) in [identify currency] with an
         Interest Period ending on [                   ].*
                                    -------------------

2.       We request that the next Interest Period for the above Term Loan(s) is
         [                   ]
          -------------------

3.       This Selection Notice is irrevocable.

4.       Terms defined in the Facility Agreement shall have the same meanings
         when used in this Selection Notice.



                                Yours faithfully

                     ---------------------------------------

                            authorised signatory for

                               [name of Borrower]

--------------------------------------------------------------------------------

*   Insert details of all Term-Out Loans in the same currency which have an
    Interest Period ending on the same date.


                                      -50-
<PAGE>   54
                                    PART III

                                 TERM-OUT NOTICE

From:         [Borrower]

To:           [Lender]

Dated:

Dear Sirs

                        US$50,000,000 FACILITY AGREEMENT

                DATED 15 DECEMBER 2000 (THE "FACILITY AGREEMENT")

1.       We wish to exercise the Term-Out Option under the Facility Agreement
         with effect from the Term-Out Date being [         ].

2.       We wish the following Revolving Loan(s) to be converted to Term Loans
         in the same currency as the Revolving Loan to be converted and in the
         amount(s) stated below and to have the following revised Final Maturity
         Date(s):

            LOAN               AMOUNT CONVERTED           FINAL MATURITY DATE
         [        ]            [              ]           [                  ]


3.       [In addition, we wish to make [a] further Term Loan(s) in the following
         amounts with the following Final Maturity Date(s):

              LOAN                                   FINAL MATURITY DATE
          [          ]                             [                      ]]*

4.       A Utilisation Request in respect of [each of] the above Loan(s) shall
         be delivered in due course.

5.       Terms defined in the Facility Agreement shall have the same meanings
         when used in this Term-Out Notice.



                                Yours faithfully

                    -------------------------------------------
                            authorised signatory for

                               [Name of Borrower]
--------------------------------------------------------------------------------
* Delete as appropriate


                                      -51-
<PAGE>   55
                                   SCHEDULE 3

                             MANDATORY COST FORMULAE

1.       The Mandatory Cost is an addition to the interest rate to compensate
         the Lender for the cost of compliance with (a) the requirements of the
         Bank of England and/or the Financial Services Authority (or, in either
         case, any other authority which replaces all or any of its functions)
         or (b) the requirements of the European Central Bank.

2.       On the first day of each Interest Period (or as soon as possible
         thereafter) the Lender shall calculate, as a percentage rate, the
         Mandatory Cost, in accordance with the paragraphs set out below.

3.       If the Lender is lending from a Facility Office in a Participating
         Member State, the Mandatory Cost will be the percentage notified by the
         Lender to the Guarantor as the cost of complying with the minimum
         reserve requirements of the European Central Bank.

4.       If the Lender is lending from a Facility Office in the United Kingdom,
         the Mandatory Cost will be calculated by the Lender as follows:

(a)      in relation to a Sterling Loan:

                            AB + C(B-D) + E x 0.01
                            ----------------------   per cent. per annum.
                                 100 - (A + C)

(b)      in relation to a Loan in any currency other than Sterling:

                              E x 0.01
                           --------------  per cent. per annum.
                                300

        Where:

        A         is the percentage of Eligible Liabilities (assuming these to
                  be in excess of any stated minimum) which the Lender is from
                  time to time required to maintain as an interest free cash
                  ratio deposit with the Bank of England to comply with cash
                  ratio requirements.

        B         is the percentage rate of interest (excluding the Margin and
                  the Mandatory Cost) payable for the relevant Interest Period
                  on the Loan.

        C         is the percentage (if any) of Eligible Liabilities which the
                  Lender is required from time to time to maintain as interest
                  bearing Special Deposits with the Bank of England.

        D         is the percentage rate per annum payable by the Bank of
                  England to the Lender on interest bearing Special Deposits.

        E         is the rate of charge payable by the Lender to the Financial
                  Services Authority pursuant to the Fees Regulations (but, for
                  this purpose, ignoring any minimum fee required pursuant to
                  the Fees Regulations) and expressed in pounds per L1,000,000
                  of the Fee Base of the Lender.

5.     For the purposes of this Schedule:


                                      -52-
<PAGE>   56
         (a)      "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the
                  meanings given to them from time to time under or pursuant to
                  the Bank of England Act 1998 or (as may be appropriate) by the
                  Bank of England;

         (b)      "FEES REGULATIONS" means the Banking Supervision (Fees)
                  Regulations 2000 or such other law or regulation as may be in
                  force from time to time in respect of the payment of fees for
                  banking supervision; and

         (c)      "FEE BASE" has the meaning given to it in, and will be
                  calculated in accordance with, the Fees Regulations.

6.       In application of the above formulae, A, B, C and D will be included in
         the formulae as percentages (i.e. 5 per cent. will be included in the
         formula as 5 and not as 0.05). A negative result obtained by
         subtracting D from B shall be taken as zero. The resulting figures
         shall be rounded to four decimal places.

7.       Any determination by the Lender pursuant to this Schedule in relation
         to a formula, the Mandatory Cost or any amount payable to the Lender
         shall, in the absence of manifest error, be conclusive and binding on
         all Parties.

8.       The Lender may from time to time, after consultation with the
         Guarantor, determine and notify to all Parties any amendments which are
         required to be made to this Schedule in order to comply with any change
         in law, regulation or any requirements from time to time imposed by the
         Bank of England, the Financial Services Authority or the European
         Central Bank (or, in any case, any other authority which replaces all
         or any of its functions) and any such determination shall, in the
         absence of manifest error, be conclusive and binding on all Parties.


                                      -53-
<PAGE>   57
                                   SCHEDULE 4
                                 EXISTING LIENS

1.       Lien on the property and assets of Harsco Corporation's facility in
         Drakesboro, Kentucky securing $6,500,000 indebtedness from a loan
         agreement dated 15 September 1987, between Harsco Corporation and the
         County of Muhlenberg, Kentucky due 1 September 2001.

2.       Lien on Falcon 50 aircraft pursuant to a lease between Harsco
         Corporation and General Electric Credit Corporation dated 22 December
         1994.

3.       Lien on Hawker 800XP aircraft pursuant to a lease between Harsco
         Corporation and Mellon Leasing Corporation dated 9 November 1999.

4.       Liens on various power access equipment pursuant to a master rental
         agreement dated 30 May 1998 between SGB Services PLC and Genie
         Financial Services Europe Limited.



                                      -54-
<PAGE>   58
                                   SCHEDULE 5

                              EXISTING INDEBTEDNESS

1.       CREDIT AGREEMENTS

1.1      $6,500,000 loan agreement dated 15 September 1987 between Harsco
         Corporation and the County of Muhlenberg, Kentucky, due 1 September
         2001. Payments of both principal and interest under the Note are
         irrevocably assigned to Norwest Bank Minnesota, N.A. pursuant to an
         indenture of trust dated 13 September 1987 between the County of
         Muhlenberg, Kentucky, and Norwest Bank Minnesota N.A.

1.2      L20,000,000 master credit facility agreement effective 10 May 1998
         between the National Westminster Bank PLC and the following
         Subsidiaries: Heckett Limited, Heckett MultiServ PLC, Heckett MultiServ
         (UK) Limited, Harsco Europa BV, Heckett International Services Limited,
         Quipco Limited, Harsco (UK) Limited, The Permanent Way Equipment
         Company Limited, Heckett MultiServ Investment Limited, Faber Prest
         Limited, Faber Prest Distribution Limited, Faber Prest (Australia)
         Limited, Faber Prest (Overseas) Limited, Faber Prest (Pacific) Limited,
         Flixborough Warf Limited, Slag Reduction Overseas Limited and Otis
         Transport Services Limited.

1.3      CAD 12,000,000 Harsco Canada Limited short-term credit facility
         agreement with the Canadian Imperial Bank of Commerce dated 24 April
         1992.

1.4      DEM 15,000,000 Harsco G.m.b.H. short-term credit facility agreement
         with Commerzbank AG dated 1 July 1994.

1.5      $15,000,000 multicurrency credit facility agreement dated 4 February
         1999 between Svenska Handelsbanken, Harsco Europa B.V. and Heckett
         MultiServ PLC.

1.6      $20,000,000 multicurrency credit facility agreement dated 8 July 1998
         between Harsco Europa B.V. and Bank Brussels Lambert.

1.7      ZAR 39,000,000 overdraft and other credit facilities agreement between
         Heckett MultiServ (Pty.) Ltd, Heckett MultiServ (SR) (Pty.) Ltd., SRV
         Mill Services (Pty.) Ltd., Heckett MultiServ (FS) (Pty.) Ltd.,
         SteelServ (Pty.) Ltd. and Standard Bank of South Africa Limited.

1.8      $11,000,000 multicurrency credit facility agreement dated 8 May 2000
         between Heckett MultiServ (Sweden) A.B. and Svenska Handelsbanken.

1.9      NLG 18,000,000 multicurrency credit facility dated 13 August 1997
         between Harsco Europa B.V., Heckett MultiServ (Holland) B.V., Heckett
         MultiServ International B.V., Heckett MultiServ Far East B.V., Heckett
         MultiServ China B.V. and ING Bank N.V.

1.10     NLG 14,000,000 credit facility dated 1 September 1997 between
         Bologginsmaatschappij Bouwtmatorieel Europe B.V., Stalen Steigers
         Holland/Handep B.V. and SGB North Europe Central Sales B.V. and ABN
         Amro Bank N.V.

1.11     $218,750,000 five-year credit facility dated 29 September 2000 between
         Harsco Corporation, the banks named therein and The Chase Manhattan
         Bank.


                                      -55-
<PAGE>   59
1.12     $131,250,000 364-day facility dated 29 September 2000 between Harsco
         Corporation, the banks named therein and The Chase Manhattan Bank.

1.13     The Relevant Agreement.

2.       LOAN AGREEMENTS

         Dealer agreement dated June 2000 between Heckett MultiServ (Sweden) AB
         and Svenska Handelsbanken for the distribution of up to SEK 100,000,000
         of bond loans (private placement Swedish Kroner bonds).

3.       INDENTURES

3.1      $150,000,000 Notes issued under an Indenture dated 1 May 1985 between
         Harsco Corporation and The Chase Manhattan Bank and due 15 September
         2003.

3.2      L200,000,000 Guaranteed Notes issued under a Trust Indenture dated 27
         October 2000 between Harsco Finance B.V., Harsco Corporation and The
         Chase Manhattan Trustees Limited and due 27 October 2010.

4.       GUARANTEES

4.1      Guarantee dated 5 May 1998 by Harsco Corporation in favour of the
         National Westminster Bank PLC in respect of the bank's GBP 20,000,000
         master credit facility extended to certain Subsidiaries (see 1.2
         above).

4.2      Guarantee dated 1 May 1992 by Harsco Corporation in favour of Canadian
         Imperial Bank of Commerce in respect of the bank's CAD 12,000,000
         short-term credit facility extended to Harsco Canada Limited (see 1.3
         above).

4.3      Guarantee dated 30 June 1994 by Harsco Corporation in favor of
         Commerzbank AG in respect of the bank's DEM 15,000,000 short-term
         credit facility extended to Harsco G.m.b.H. (see 1.4 above).

4.4      Guarantee dated 22 February 1999 by Harsco Corporation in favour of
         Svenska Handelsbanken in respect of the bank's $15,000,000
         multicurrency credit facility extended to Harsco Europa B.V. and
         Heckett MultiServ PLC (see 1.5 above).

4.5      Guarantee dated 8 February 1999 by Harsco Corporation in favour of Bank
         Brussels Lambert in respect of the bank's $20,000,000 multicurrency
         credit facility extended to Harsco Europa B.V. (see 1.6 above).

4.6      Suretyship dated 23 November 1999 by Harsco Corporation in favour of
         Standard Bank of South Africa Limited in respect of the bank's ZAR
         39,000,000 overdraft and other credit facilities extended to certain
         Subsidiaries (see 1.7 above).

4.7      Guarantee dated 9 May 2000 by Harsco Corporation in favour of Svenska
         Handelsbanken for $11,000,000 in respect of the bank's multicurrency
         credit facility extended to Heckett MultiServ (Sweden) AB (see 1.8
         above).

4.8      Guarantee dated 23 December 1997 by Harsco Corporation in favour of ING
         Bank N.V for NLG 18,000,000 in respect of the bank's multicurrency
         credit facility extended to certain Subsidiaries (see 1.9 above).


                                      -56-
<PAGE>   60
4.9      Guarantee dated 11 November 1997 by Harsco Corporation in favour of
         Svenska Handelsbanken for up to $27,240,736.50 in respect of the bank's
         issuing letters of credit for the account of Fortuna Insurance Limited
         (see 5.2 below).

4.10     Guarantee dated 13 June 2000, by Harsco Corporation in favour of
         Svenska Handelsbanken as representative for the bondholders in
         conjunction with the issuance of up to SEK 100,000.000 bond loans up
         (private placement Swedish Kroner bonds) by Heckett MultiServ (Sweden)
         AB (see 2 above).

4.11     Guarantee dated 25 September 1996 by Harsco Corporation in favour of
         Banque Brussels Lambert for up to BEF 3,000,000,000 in respect of the
         bank's placement of commercial paper for the account of Harsco Europa
         B.V. (see 6.4 below).

5.       LETTERS OF CREDIT

5.1      $19,271,859 standby letter of credit dated 8 December 1997, issued by
         Svenska Handelsbanken in favour of ACE Property & Casualty Insurance
         Company and certain of its subsidiaries and for the account of Harsco
         Corporation expiring on 31 December 2000.

5.2      $11,355,027 standby letter of credit dated 9 April 1997, issued by
         Svenska Handelsbanken in favor of ACE Property & Casualty Insurance
         Company and certain of its subsidiaries and for the account of Fortuna
         Insurance Limited expiring on 31 December 2000.

6.       OTHER ARRANGEMENTS

6.1      Commercial paper placement agency agreement dated 6 November 1998
         between Chase Securities, Inc. and Harsco Corporation for the issuance
         of Harsco Corporation's commercial paper under its $350,000,000
         commercial paper programme.

6.2      Commercial paper placement agency agreement dated 1 October 2000
         between Salomon Smith Barney, Inc. and Harsco Corporation under its
         $350,000,000 commercial paper programme.

6.3      Commercial paper placement agency agreement dated 11 October 1994
         between Lehman Brothers, Inc. and Harsco Corporation for the issuance
         of Harsco Corporation's commercial paper under its $350,000,000
         commercial paper programme.

6.4      Commercial paper placement agency agreement dated 25 September 1996
         between Banque Brussels Lambert and Harsco Europa B.V. for the
         placement of Harsco Europa B.V.'s commercial paper up to BEF
         3,000,000,000 or the equivalent in another currency.

6.5      $80,000,000.00 performance surety bond dated 29 October 1999, issued by
         CNA Insurance Company in favour of the United States Treasury and for
         the account of Harsco Corporation expiring on 25 October 2000.

6.6      Lease dated 22 December 1994, originally valued at $13,897,000 between
         Harsco Corporation and General Electric Credit Corporation for the
         lease of a Falcon 50 aircraft expiring 22 December 2004.

6.7      Lease dated 9 November 1999, originally valued at $12,122,784 between
         Harsco Corporation and Mellon Leasing Corporation for the lease of
         Hawker 800XP aircraft expiring 22 November 2014.


                                      -57-
<PAGE>   61
6.8      Master rental agreement dated 30 May 1998 between SGB Services PLC and
         Genie Financial Services Europe Limited for the lease of certain power
         access equipment whose principal value is presently L18,058,000.


                                      -58-
<PAGE>   62
THE GUARANTOR

HARSCO CORPORATION

Address:          P.O. Box 8888,
                  Camp Hill,
                  Pennsylvania 17001-8888

Fax No:           001 717 763 6424

Attention:        Salvatore D. Fazzolari

By:               SALVATORE D. FAZZOLARI
                  Senior Vice President
                  Chief Financial Officer & Treasurer

THE BORROWERS

HARSCO FINANCE B.V.

Address:          Wenckebachstraat 1
                  1951 JZ Velsen-Noord
                  Postbus 83
                  1970 AB Ijmudien

Fax No:           +31 251 22 83 12

Attention:        Financial Manager

and

Fax No:           +44 207 314 1491

Attention:        Graham T. Goulding

By:               DEREK C. HATHAWAY
                  Director

By:               SALVATORE D. FAZZOLARI
                  Director

HARSCO INVESTMENT LIMITED

Address:          Commonwealth House
                  2 Chalkhill Road
                  London W6 8DW

Fax No:           + 44 20 7314 1491

Attention:        Graham T. Goulding

By:               SALVATORE D. FAZZOLARI
                  Director



                                      -59-
<PAGE>   63
THE LENDER

NATIONAL WESTMINSTER BANK PLC

Address:          Level 8
                  135 Bishopsgate
                  London EC2M 3UR

Fax No:           + 44 20 7375 8745

Attention:        Douglas I. Kerr

By:               DOUGLAS I. KERR


                                      -60-
</TEXT>
</DOCUMENT>
