<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>3
<FILENAME>y46501mex10-b.txt
<DESCRIPTION>$50,000,000.00 FACILITY AGREEMENT DATE 01/12/2001
<TEXT>

<PAGE>   1

                                                                   Exhibit 10(b)




                         $50,000,000 FACILITY AGREEMENT

                             dated 12th January 2001




                                       for



                               HARSCO FINANCE B.V.

                                       and

                            HARSCO INVESTMENT LIMITED

                                  as Borrowers


                                       and

                               HARSCO CORPORATION

                                  as Guarantor




                                      with



                                 CITIBANK, N.A.
                                acting as Lender











                                   LINKLATERS
                                   & ALLIANCE

                                   LINKLATERS


                                 Ref: JOBS/PHPS
<PAGE>   2
                                    CONTENTS
<TABLE>
<CAPTION>
CLAUSE                                                                     PAGE
<S>                                                                        <C>
1.          Definitions and interpretation ..............................     2
2.          The Facility ................................................    11
3.          Purpose .....................................................    11
4.          Conditions of Utilisation ...................................    11
5.          Utilisation .................................................    12
6.          Optional Currencies .........................................    12
7.          Repayment ...................................................    13
8.          Prepayment and cancellation .................................    15
9.          Interest ....................................................    15
10.         Interest Periods ............................................    16
11.         Changes to the calculation of interest ......................    17
12.         Fees ........................................................    18
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 ..........................................    22
18.         Guarantee and indemnity .....................................    23
19.         Representations .............................................    25
20.         Information undertakings ....................................    30
21.         Financial covenants .........................................    32
22.         General undertakings ........................................    32
23.         Events of Default ...........................................    36
24.         Changes to the Lender .......................................    39
25.         Changes to the Obligors .....................................    41
26.         Conduct of business by the Lender ...........................    41
27.         Lender's Management Time ....................................    41
28.         Payment mechanics ...........................................    41
29.         Set-off .....................................................    43
30.         Notices .....................................................    43
31.         Calculations and certificates ...............................    44
32.         Partial invalidity ..........................................    44
33.         Remedies and waivers ........................................    44
34.         Amendments and waivers ......................................    44
35.         Counterparts ................................................    44
36.         Governing law ...............................................    45
37.         Enforcement .................................................    45
</TABLE>


<TABLE>
<CAPTION>
SCHEDULE                                                                   PAGE
<S>                                                                        <C>
SCHEDULE 1 Conditions Precedent .........................................    46
SCHEDULE 2 Requests .....................................................    48
SCHEDULE 3 Mandatory Cost Formulae ......................................    51
SCHEDULE 4 Existing Liens ...............................................    53
SCHEDULE 5 Existing Indebtedness ........................................    54
</TABLE>
<PAGE>   3
THIS AGREEMENT is dated 12th January 2001 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)     CITIBANK, N.A. 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 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;

                                      -2-
<PAGE>   4
        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).

        "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

                                      -3-
<PAGE>   5
        (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 the letter dated 8th January 2001 from the Lender,
        accepted and agreed by the Guarantor on 12th January 2001, 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.

        "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.

                                      -4-
<PAGE>   6
        "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.

        "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:

                                      -5-
<PAGE>   7
        (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.

        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).

                                      -6-
<PAGE>   8
        "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,

        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 15
        December 2000 between the Borrowers, the Guarantor and National
        Westminster Bank Plc.

                                      -7-
<PAGE>   9
        "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).

        "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

                                      -8-
<PAGE>   10
        (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).

        "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.

                                      -9-
<PAGE>   11
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 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.

                                      -10-
<PAGE>   12
(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
        (which, for the avoidance of doubt, shall exclude an acquisition by a
        member of the Group which is not recommended by the relevant acquiree or
        its shareholders) 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 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

                                      -11-
<PAGE>   13
        (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

        (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.

                                      -12-
<PAGE>   14
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

        (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

                                      -13-
<PAGE>   15
        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;

        (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.

                                      -14-
<PAGE>   16
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.

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

                                      -15-
<PAGE>   17
        (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 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, three or six Months or such other period
        not exceeding 12 months agreed between the Borrower and the Lender.

                                      -16-
<PAGE>   18
(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).

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.

                                      -17-
<PAGE>   19
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.

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

                                      -18-
<PAGE>   20
        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:

        (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:

                                      -19-
<PAGE>   21

        (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

        (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

                                      -20-
<PAGE>   22
        (iii)   a reduction of any amount due and payable under any Finance
                Document,

        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>   23
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.

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:

                                      -22-
<PAGE>   24
        (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:

        (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

                                      -23-
<PAGE>   25
        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

        (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;

                                      -24-
<PAGE>   26
        (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.

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,

                                      -25-
<PAGE>   27
        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.

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.

                                      -26-
<PAGE>   28
(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
        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.

                                      -27-
<PAGE>   29
        (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 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 roughtine
                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

                                      -28-
<PAGE>   30
                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 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.

                                      -29-
<PAGE>   31
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 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.


                                      -30-
<PAGE>   32
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 $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).


                                      -31-
<PAGE>   33
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

         (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,


                                      -32-
<PAGE>   34
         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.

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;


                                      -33-
<PAGE>   35
         (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;

         (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


                                      -34-
<PAGE>   36
                  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 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.


                                      -35-
<PAGE>   37
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 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


                                      -36-
<PAGE>   38
(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.

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


                                      -37-
<PAGE>   39
         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 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.


                                      -38-
<PAGE>   40
23.12    INVALIDITY OF GUARANTEE
         The obligations of the Guarantor under this Agreement become
         ineffective, invalid, unenforceable or unlawful for any reason.

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


                                      -39-
<PAGE>   41
         (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

(a)      The Lender may disclose to any person:

         (i)      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;

         (ii)     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

         (iii)    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
         (i) and (ii) 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.

(b)      The Lender may disclose to any of its Affiliates such information
         relating to the Group or any Obligor as it reasonably considers
         necessary in relation to the running of the Facility and the
         obligations of the Obligors under it.


                                      -40-
<PAGE>   42
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.

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


                                      -41-
<PAGE>   43
         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

         (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).


                                      -42-
<PAGE>   44
(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).

(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:


                                      -43-
<PAGE>   45
         (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.

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.


                                      -44-
<PAGE>   46
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.


                                      -45-
<PAGE>   47
                                   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.


                                      -46-
<PAGE>   48
(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)      Confirmation that the Relevant Agreement has been duly entered into by
         the parties thereto.

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


                                      -47-
<PAGE>   49
                                   SCHEDULE 2
                                    REQUESTS

                                     PART I
                               UTILISATION REQUEST

From:    [Borrower]

To:      [Lender]

Dated:

Dear Sirs

                         $50,000,000 FACILITY AGREEMENT
               DATED 12TH JANUARY 2001 (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


                                      -48-
<PAGE>   50
                                    PART II
                                SELECTION NOTICE
                            APPLICABLE TO A TERM LOAN


From:    [Borrower]

To:      [Lender]

Dated:

Dear Sirs

                         $50,000,000 FACILITY AGREEMENT
               DATED 12TH JANUARY 2001 (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




                          ----------------------------
                            authorized 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.


                                      -49-
<PAGE>   51
                                    PART III
                                 TERM-OUT NOTICE



From:    [Borrower]

To:      [Lender]

Dated:

Dear Sirs

                        US$50,000,000 FACILITY AGREEMENT
               DATED 12TH JANUARY 2001 (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 Utilization 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





                            authorized signatory for
                               [Name of Borrower]


----------
*Delete as appropriate

                                      -50-
<PAGE>   52
\                                   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)+Ex0.01
                                 ---------------- per cent. per annum.
                                   100-(A+C)

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

                                  Ex0.01
                                  ------ 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:


                                      -51-
<PAGE>   53
         (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.


                                      -52-
<PAGE>   54
                                   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.


                                      -53-
<PAGE>   55
                                   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.

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


                                      -54-
<PAGE>   56
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 favour 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).

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).


                                      -55-
<PAGE>   57
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 2001.

5.2      $11,355,027 standby letter of credit dated 9 April 1997, issued by
         Svenska Handelsbanken in favour of ACE Property & Casualty Insurance
         Company and certain of its subsidiaries and for the account of Fortuna
         Insurance Limited expiring on 31 December 2001.

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.

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.


                                      -56-
<PAGE>   58
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 ljmudien

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: + 44 207 314 1491

Attention: Graham T. Goulding

By:      SALVATORE D. FAZZOLARI
         Director



THE LENDER


                                      -57-
<PAGE>   59
CITIBANK, N.A.

Address: 399 Park Avenue
         8th Floor/Zone 11
         New York, NY 10043

Fax      No: 212 793 0289

Attention: Hugo Arias

By:      STUART G MILLER
         Vice President


                                      -58-

</TEXT>
</DOCUMENT>
