HSC Harsco Corporation

The Refinancing

On November 2, 2016 (the “ Closing Date ”), Harsco Corporation (the “ Company ”), entered into an amendment and restatement agreement and first amendment to guarantee and collateral agreement (the “ Amendment Agreement ”) with certain lenders and Citibank Bank, N.A., as administrative agent and as collateral agent, pursuant to which the Company’s Second Amended and Restated Credit Agreement, dated as of December 2, 2015 (the “ Existing Credit Agreement ”) was amended and restated in its entirety and replaced with a third amended and restated credit agreement attached to the Amendment Agreement (such amended and restated credit agreement, the “ Credit Agreement ”).

The Credit Agreement provides for (i) a new five-year revolving credit facility in an initial aggregate principal amount of $400 million (such facility, the “ Revolving Credit Facility ”) and (ii) a new seven-year term loan B facility in an initial aggregate principal amount of $550 million (such facility, the “ Term Loan Facility ” and together with the Revolving Credit Facility, the “ Senior Credit Facilities ”).

The proceeds from the Senior Credit Facilities incurred on the Closing Date were used to (i) refinance the Company’s existing credit facilities, (ii) satisfy and discharge the indenture, dated as of May 15, 2008, between the Company, as issuer and The Bank of New York, as trustee (the “ Indenture ”), governing the Company’s 5.75% Senior Notes due 2018 (the “ Notes ”) and fund a redemption of the Notes as more fully described below and (iii) pay related transaction fees and expenses.

New Senior Credit Facilities

Borrowings under the Revolving Credit Facility bear interest at a rate per annum ranging from 87.5 to 200 basis points over the Base Rate or 187.5 to 300 basis points over the Adjusted LIBOR Rate (for borrowings in US Dollars or Sterling) or the Adjusted EURIBOR Rate (for borrowings in Euro), each as defined in the Credit Agreement. Borrowings under the Term Loan Facility bear interest at a rate per annum ranging from 375 to 400 basis points over the Base Rate or 475 to 500 basis points over the Adjusted LIBOR Rate (for borrowings in US Dollars or Sterling).

The Revolving Credit Facility matures on November 2, 2021 and the Term Loan Facility matures on November 2, 2023.

The Term Loan Facility requires scheduled quarterly payments, each equal to 0.25% of the original principal amount of the loans under the Term Loan Facility made on the Closing Date. These payments are reduced by the application of any prepayments, and any remaining balance is due and payable on the maturity of the Term Loan Facility. Any principal amount outstanding under the Revolving Credit Facility is due and payable on the maturity of the Revolving Credit Facility.

The obligations of the Company are guaranteed by substantially all of the Company’s current and future wholly-owned domestic subsidiaries (the “ Guarantors ”). All obligations under the Senior Credit Facilities, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Guarantors.

The Credit Agreement requires certain mandatory prepayments of outstanding loans under the Term Loan Facility, subject to certain exceptions, based on (i) net cash proceeds of certain asset sales and casualty and condemnation events, in some cases subject to reinvestment rights and certain other exceptions, (ii) net cash proceeds from a sale or distribution of all or substantially all of the Company’s Metals & Minerals business segment, (iii) net cash proceeds of any issuance of debt, excluding permitted debt issuances, and (iv) a percentage of Excess Cash Flow (as defined in the Credit Agreement) during a fiscal year.

The Credit Agreement requires the Company to comply with a maximum total net leverage ratio equal to (i) in the case of any fiscal quarter ending on or before December 31, 2016, 4.00:1.00, (ii) in the case of any fiscal quarter ending after December 31, 2016 and on or before December 31, 2017, 3.75:1.00 and (iii) in the case of any fiscal

quarter ending after December 31, 2017, 3.50:1.00. These ratios are increased by 0.50 for a period of one year following the consummation of certain significant acquisitions. In addition, the Credit Agreement requires the Company to comply with a minimum interest coverage ratio of 3.00:1.00.

Upon a sale or distribution of all or substantially all of the Company’s Metals & Minerals business segment, the borrowing capacity under the Revolving Credit Facility will be reduced, if necessary, to an amount such that the total net leverage ratio of the Company, on a pro forma basis and assuming the borrowing of all available revolving commitments under the Revolving Credit Facility, is equal to 2.50:1.00.

The Credit Agreement contains a number of negative covenants that, among other things and subject to certain exceptions, restrict the Company’s ability and the ability of each of its restricted subsidiaries to:

The agent and certain of the lenders providing funding or other services under the Senior Credit Facilities, as well as certain of their affiliates, have, from time to time, provided investment banking and financial advisory services to the Company and/or its affiliates for which they have received customary fees and commissions. Such agent and lenders may provide these services from time to time in the future.

The foregoing description of the Amendment Agreement is qualified in its entirety by reference to the complete terms and conditions of the Amendment Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.