Exhibit 4.5


ICO NORTH AMERICA, INC.


7.5% CONVERTIBLE SENIOR SECURED NOTES DUE 2009






SUPPLEMENTAL INDENTURE #2

Dated as of December 22,
2006


to the


INDENTURE

Dated as of August
15, 2005






The
Bank of New York,


a New York banking corporation, as


Trustee






 



 
















Supplemental Indenture (this “Supplemental Indenture”), dated as
of December 22, 2006, among ICO Satellite North America Limited, a company
organized under the laws of the Cayman Islands (the “Guaranteeing Subsidiary”)
and a subsidiary of ICO North America, Inc. (or its permitted successor), a
Delaware corporation (the “Company”), the Company, the other Guarantors
(as defined in the Indenture referred to herein) and The Bank of New York, as
trustee under the indenture referred to below (the “Trustee”).


W I T N E S S E T H:


WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture dated as of August 15, 2005, as supplemented by a
Supplemental Indenture #1 dated as of November 30, 2005 (as so supplemented,
and as it may be amended or supplemented hereafter, the “Indenture”),
providing for the original issuance of $650,000,000 aggregate principal amount
of its 7.5% Convertible Senior Secured Notes due 2009 (the “Notes”);


WHEREAS, the Indenture provides that under certain circumstances each
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company’s Obligations under the Notes and the Indenture on
the terms and conditions set forth therein (the “Note  Guarantee”);
and


WHEREAS, pursuant to Section 10.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture;


NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:


1.             Capitalized
Terms.  Capitalized terms
used herein without definition shall have the meanings assigned to them in the Indenture.


2.             Agreement to
Guarantee.  The
Guaranteeing Subsidiary hereby agrees as follows:


(a)                                  Along with
all Guarantors named in the Indenture, to jointly and severally unconditionally
Guarantee to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
or enforceability of the Indenture, the Notes or the obligations of the Company
under this Supplemental Indenture, or under the Indenture or the Notes, that:


(i)                                     the
principal of and interest on the Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of and interest on the Notes, if any, if lawful, and all
other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and









 



(ii)                                  in case of
any extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. 
Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors shall be jointly and
severally obligated to pay the same immediately, whether or not such failure to
pay has become an Event of Default which could cause acceleration pursuant to
Article 7 of the Indenture.  The
Guarantying Subsidiary agrees that this is a guarantee of payment and not a
guarantee of collection.


(b)                                 The
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor.


(c)                                  The
following is hereby waived:  diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever.


(d)                                 This Note
Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and the Indenture, and the Guaranteeing
Subsidiary accepts all obligations of a Guarantor under the Indenture.


(e)                                  If any
Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors, or any custodian, trustee, liquidator or other similar
official acting in relation to either the Company or the Guarantors, any amount
paid by either to the Trustee or such Holder, this Note Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.


(f)                                    The
Guaranteeing Subsidiary shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.


(g)                                 As between
the Guarantors, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the obligations guaranteed hereby may be accelerated
as provided in Article 7 of the Indenture for the purposes of this Note
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such obligations as provided in
Article 7 of the Indenture, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Note Guarantee.



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(h)                                 The
Guarantors shall have the right to seek contribution from any non-paying Guarantor
so long as the exercise of such right does not impair the rights of the Holders
under the Note Guarantee.


(i)                                     Pursuant to
Section 12.02 of the Indenture, the Trustee and the Guarantors hereby
irrevocably agree that the obligations of the Guaranteeing Subsidiary will,
after giving effect to such maximum amount and all other contingent and fixed
liabilities from the Guaranteeing Subsidiary that are relevant under the
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law applicable to this Note
Guarantee, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such Guarantor under Article 12 of the
Indenture, result in the obligations of the Guaranteeing Subsidiary under this
Note Guarantee not constituting a fraudulent transfer or conveyance.


3.             Execution
and Delivery.  The
Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full
force and effect notwithstanding any failure to endorse on each Note a notation
of such Note Guarantee.


4.             Releases.


(a)                                  In the event
of a sale or other disposition of all of the assets of any Guarantor, by way of
merger, consolidation or otherwise, or a sale or other disposition of all of
the capital stock or shares in the capital of any Guarantor, in each case to a
Person that is not (either before or after giving effect to such transaction)
the Company or a Subsidiary of the Company, then such Guarantor (in the event
of a sale or other disposition, by way of merger, consolidation or otherwise,
of all of the capital stock or shares in the capital of such Guarantor) or the
corporation acquiring the property (in the event of a sale or other disposition
of all or substantially all of the assets of such Guarantor) shall
automatically be released and relieved of any obligations under its Note
Guarantee; provided, however, that such sale or
other disposition (including by way of merger, consolidation or otherwise)
shall be made in compliance with the provisions of the Indenture applicable
thereto, including Article 6 thereof. 
Upon delivery by the Company to the Trustee of an Officers’ Certificate
and an Opinion of Counsel to the effect that such sale or other disposition was
made by the Company in accordance with the provisions of the Indenture, the
Trustee shall execute any documents reasonably required in order to evidence
the release of any Guarantor from its obligations under its Note Guarantee.


(b)                                 Any Guarantor not released from its obligations under its
Note Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under the
Indenture as provided in Article 12 of the Indenture.



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5.             No Recourse
Against Others. 
No past, present or future director, officer, employee, incorporator or
stockholder of any Guaranteeing Subsidiary, as such, shall have any liability
for any obligations of the Company or any Guaranteeing Subsidiary under the
Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder of the Notes by
accepting a Note waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes. 
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.


6.             NEW YORK LAW
TO GOVERN.  THE INTERNAL
LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


7.             Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same agreement.


8.             Effect of
Headings.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


9.             The Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.



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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.


	
  

  	
   

  	
  SSG UK Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DENNIS SCHMITT

  
	
   

  	
   

  	
   

  	
  Dennis Schmitt,
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  New ICO
  Satellite Services GP

  
	
   

  	
   

  	
  By SSG UK
  Limited, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DENNIS SCHMITT

  
	
   

  	
   

  	
   

  	
  Dennis Schmitt,
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ICO North
  America, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ CRAIG JORGENS

  
	
   

  	
   

  	
   

  	
  Craig Jorgens, President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ICO Satellite
  Services GP

  
	
   

  	
   

  	
  By ICO Satellite
  Services Limited, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DENNIS SCHMITT

  
	
   

  	
   

  	
   

  	
  Dennis Schmitt, Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ICO Satellite
  Management LLC

  
	
   

  	
   

  	
  By ICO North
  America, Inc., its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ CRAIG JORGENS

  
	
   

  	
   

  	
   

  	
  Craig Jorgens, President

  



 



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  ICO Services Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DENNIS SCHMITT

  
	
   

  	
   

  	
   

  	
  Dennis Schmitt, Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ICO Satellite Services Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DENNIS SCHMITT

  
	
   

  	
   

  	
   

  	
  Dennis Schmitt, Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ICO Global Communications (Canada) Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DENNIS SCHMITT

  
	
   

  	
   

  	
   

  	
  Dennis Schmitt, Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTED AS A DEED FOR AND ON BEHALF OF:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ICO Satellite North America Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ DENNIS SCHMITT

  
	
   

  	
   

  	
   

  	
  Dennis Schmitt, Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the presence
  of:

  	
  /s/ BRENT
  ABRAHAMSEN

  
	
   

  	
   

  	
  Name of witness:

  	
  Brent Abrahamsen

  
	
   

  	
   

  	
  Address of
  witness:

  	
  2300 Carillon
  Point

  
	
   

  	
   

  	
   

  	
  Kirkland, WA
  98033

  
	
   

  	
   

  	
   

  	
   

  
	
  The Bank of New
  York, as Trustee

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 



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