exhibit10-1.htm


    
      

    

     

    


    


     

    


     

    


     

    AMENDMENT
NO. 5

     

    TO
CREDIT AGREEMENT

     

    dated
as of

    March
24, 2009

     

    Among

     

    ICO,
INC.,

    BAYSHORE
INDUSTRIAL, L.P. and

    ICO
POLYMERS NORTH AMERICA, INC.,

    as
Borrowers,

     

    


    KEYBANK
NATIONAL ASSOCIATION,

    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    AND
THE OTHER LENDING INSTITUTIONS NAMED HEREIN,

    as
Lenders,

    


    and

    


    KEYBANK
NATIONAL ASSOCIATION,

    as
an LC Issuer, Lead Arranger, Bookrunner,

    Administrative
Agent and Syndication Agent

    


    and

    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    as
Swing Line Lender

    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDMENT NO. 5 TO CREDIT
AGREEMENT

    


    This
Amendment No. 5 to Credit Agreement (this “Amendment”) is made
as of March 24, 2009, by and among the following:

     

    (i)           ICO,
INC., a Texas corporation (“ICO”), BAYSHORE
INDUSTRIAL, L.P., a Texas limited partnership (“Bayshore”), and ICO
POLYMERS NORTH AMERICA, INC., a New Jersey corporation (“ICO Polymers,” and
together with ICO and Bayshore, the “Borrowers” and
individually, each a “Borrower”);

     

    (ii)           KEYBANK
NATIONAL ASSOCIATION, a national banking association, WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, and the other lending institutions
from time to time party hereto (each a “Lender” and
collectively, the “Lenders”);

     

    (iii)           KEYBANK
NATIONAL ASSOCIATION, a national banking association, as an LC Issuer, lead
arranger, bookrunner, and administrative agent (in such capacity as
administrative agent, the “Administrative
Agent”); and

     

    (iv)           WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the Swing
Line Lender.

     

    RECITALS:

    


    A.           The
Borrowers, the Administrative Agent and the Lenders are parties to the Credit
Agreement, dated as of October 27, 2006, as amended by Amendment No. 1 and
Waiver to Credit Agreement, dated April 25, 2007, Amendment No. 2 to Credit
Agreement, dated June 25, 2007,  Amendment No. 3 and Waiver to Credit
Agreement, dated October 1, 2007, and Amendment No. 4 to Credit Agreement, dated
May 2, 2008 (as may be further amended, restated, supplemented or otherwise
modified from time to time, the “Credit
Agreement”).

     

    B.           The
Borrowers, the Administrative Agent and the Lenders desire to further amend the
Credit Agreement as more fully set forth herein.

     

    C.           Each
capitalized term used herein and not otherwise defined herein shall have the
same meaning set forth in the Credit Agreement.

     

    AGREEMENT:

    


    In
consideration of the premises and mutual covenants herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrowers, the Administrative Agent and the Lenders agree as
follows:

     

    1.           Amendment to Schedule
1.  Schedule 1 to the Credit Agreement is hereby amended and
restated in its entirety as set forth at Exhibit A
hereto.

     

    2.           Amendment to
Exhibits.  A new Exhibit I is added to
the Credit Agreement in the form set forth at Exhibit B
hereto.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    3.           New
Definitions.  The following definitions shall be added to
Section 1.01 of the Credit Agreement in the appropriate alphabetical
order:

     

    “Account Debtor” has
the meaning given to such term in the Security Agreement.

     

    “Aggregate Revolving A
Facility Exposure” means at any time the sum of (i) the principal amount
of all Revolving A Loans outstanding at such time and (ii) the aggregate amount
of the LC Outstandings at such time.

     

    “Amendment No. 5”
means Amendment No. 5 to Credit Agreement, dated as of March 24, 2009, by and
among the Borrowers, the Lenders, the Administrative Agent and the Swing Line
Lender.

     

    “Amendment No. 5 Effective
Date” has the meaning given to such term in Amendment No. 5.

     

    “Availability” means,
at any time, the difference between (a) the lesser of (i) the aggregate
Revolving A Commitments of the Lenders at such time, and (ii) the Borrowing Base
at such time, and (b) the Aggregate Revolving A Facility Exposure plus the
principal amount of all Swing Loans outstanding at such time.

     

    “Borrowing Base”
means, as of any date, the sum of the following:  (a) 80% of Eligible
Accounts, plus
(b) 50% of Eligible Inventory minus (c) any
Reserve Amount in effect.  The Administrative Agent may, at the
request of the Required Lenders, reduce the advance rate set forth above or
reduce one or more of the other elements used in computing the Borrowing
Base.

     

    “Borrowing Base
Certificate” has the meaning specified in Section 6.01(n)
hereof.

     

    “Eligible Accounts”
means, at any time, the Accounts of the Loan Parties, other than the following
Accounts:

     

    (a)           Accounts
that do not arise out of sales of goods or rendering of services in the ordinary
course of such Loan Party’s business;

     

    (b)           Accounts
on terms other than those normal or customary in such Loan Party’s
business;

     

    (c)           Accounts
owing from any Person that is an Affiliate, employee or stockholder of any Loan
Party;

     

    (d)           Accounts
owing from any Person that are (i) past due more than three times the normal
trade terms offered such Person, (ii) more than 90 days past original invoice
date or (iii) more than 60 days past original due date;

     

    (e)           Accounts
owing from any Person from which an aggregate amount of more than 25% of the
Accounts owing is (i) past due more than three times the normal trade terms
offered such Person, (ii) more than 90 days past original invoice date or (iii)
more than 60 days past original due date;

     

    (f)           Accounts
owing from any Person to the extent that the aggregate amount of Accounts
Receivable owing from such Person and its Affiliates to the
Loan


    
      
         


      

      
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    Parties
exceeds 20% of the
Accounts (or, in the case of [Customer Name Redacted], 40%) of the
Borrowers;

     

    (g)           Accounts
owing from any Person that (i) has disputed liability for any Account owing from
such Person or (ii) has otherwise asserted any claim, demand or liability,
whether by action, suit, counterclaim or otherwise, in each case, to the extent
of the amount of the claim or the amount in dispute; provided that in the event
that any such amount is not a sum certain, the Administrative Agent shall
determine the amount, if any, of such Accounts which will be considered Eligible
Accounts;

     

    (h)           Accounts
owing from any Person that becomes the subject of any Insolvency
Event;

     

    (i)           Accounts
(i) owing from any Person that is also a supplier to or creditor of the Loan
Parties to the extent of the amount owing to such supplier or creditor by the
Loan Parties or (ii) representing any manufacturer’s or supplier’s credits,
discounts, incentive plans or similar arrangements entitling the Loan Parties to
discounts on future purchases therefrom;

     

    (j)           Accounts
subject to assignment, pledge, claim, mortgage, lien or security interest of any
type except granted to or in favor of the Lenders;

     

    (k)           Accounts
arising out of sales to any Account Debtor located outside the United States,
unless such Accounts are fully backed by an irrevocable letter of credit on
terms, and issued by a financial institution, acceptable to the Administrative
Agent and such irrevocable letter of credit is in the possession of the
Administrative Agent;

     

    (l)           Accounts
arising out of sales on a bill-and-hold, guaranteed sale, sale-or-return, sale
on approval or consignment basis or that are currently subject to any claim
seeking set-off or charge-back or exercise of any right of return, in each case
to the extent of the amount of such claim or the amount associated with the
exercise of such right of return; provided that in the event
that any such amount is not a sum certain, the Administrative Agent shall
determine the amount, if any, of such Accounts which will be considered Eligible
Accounts;

     

    (m)           Accounts
owing from an Account Debtor that is an agency, department or instrumentality of
the United States or any state thereof unless the Borrowers have satisfied the
requirements of the Assignment of Claims Act of 1940 and any similar legislation
and the Administrative Agent is satisfied as to the absence of set-offs,
counterclaims and other defenses on the part of such Account
Debtor;

     

    (n)           Accounts
of any Account Debtor of a Borrower located in any state denying creditors
access to its courts in the absence of the proper filing by such Borrower of a
“Notice of Business Activities Report” (or similarly captioned document), unless
such Borrower has either qualified as a foreign corporation authorized to
transact business in such state or such Borrower has properly filed a Notice of
Business Activities Report (or similarly captioned document) required to be
filed with the applicable governmental authority for the then current year in
order to properly transact business in such state;

     


    
      
         


      

      
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    (o)           Accounts
that are evidenced by a promissory note or any other negotiable instrument or
chattel paper;

     

    (p)           Accounts
that are not subject to a first priority perfected security interest in favor of
the Administrative Agent;

     

    (q)           any
Account which the Administrative Agent, in its sole discretion determines not to
be an Eligible Account for purposes of this Agreement; and

     

    (r)           Accounts
that are owed in any currency other than U.S. Dollars

     

    If an
Account which was previously an Eligible Account ceases to be an Eligible
Account hereunder, the Borrowers shall notify the Administrative Agent thereof
(i) within five (5) Business Days of the date the Borrowers obtained knowledge
thereof if any such Account is in excess of $25,000 and (ii) on and at the time
of submission to the Administrative Agent of the next Borrowing Base
Certificate.

     

    “Eligible Inventory”
means Inventory of the Loan Parties, other than the following:

     

    (a)           Inventory
located on leaseholds to the extent the aggregate value of such Inventory
exceeds $100,000 and as to which the lessor has not entered into a consent and
agreement providing the Administrative Agent with the right to receive notice of
default, the right to repossess such Inventory after the occurrence of an Event
of Default and such other rights as may be acceptable to the Administrative
Agent;

     

    (b)           Inventory
that is damaged, defective, obsolete, unusable or, in the case of finished
goods, otherwise unavailable for sale;

     

    (c)           Inventory
with respect to which the representations and warranties set forth in Section 3
of the Security Agreement applicable to Inventory are not true and
correct;

     

    (d)           Inventory
consisting of promotional, marketing, packaging or shipping materials and
supplies;

     

    (e)           items
that are work-in-process;

     

    (f)           Inventory
consisting of goods that are slow moving or that has aged greater than one
calendar year;

     

    (g)           Inventory
produced in violation of the Fair Labor Standards Act and subject to the “hot
goods” provision in Title 29 U.S.C. § 215(a)(1);

     

    (h)           Inventory
that fails to meet in all material respects all standards imposed by any
governmental agency, or department or division thereof, having regulatory
authority over such Inventory or its use or sale;

     

    (i)           Inventory
that is subject to any licensing, patent, royalty, trademark, trade name or
copyright agreement with any third party from whom a Loan Party has received
notice of a dispute in respect of any such agreement;


    
      
         


      

      
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    (j)           Inventory
located outside the United States or Inventory which is in transit;

     

    (k)          Inventory
that has been consigned by the Loan Parties to any other Person;

     

    (l)           Inventory
that is not subject to a first priority perfected security interest in favor of
the Administrative Agent; and

     

    (m)         Inventory
which is not acceptable to the Administrative Agent in its sole discretion due
to age, quality, type, category and/or quantity.

     

    “Field
Exam” has the meaning provided in Section 6.02.

     

    “New Jersey Facility”
means the facility located at Route 173, 2 Vliet Farm Road, Asbury, New Jersey,
08802.

     

    “Reserve Amount” means
an amount, if any, determined in each case by the Administrative Agent, in its
reasonable business judgment as a reserve against the Borrowing Base, including,
without limitation, reserves for (i) tax liabilities and other obligations owing
to governmental entities, (ii) litigation liabilities, (iii) environmental
liabilities, and (iv) the anticipated costs and expenses relating to the
liquidation of Collateral.

     

    4.           Deletion of
Definitions.  Section 1.01 of the Credit Agreement is hereby
amended to delete the definitions of “Adjusted Aggregate Revolving Facility
Exposure”, “Domestic Cash”, “Domestic Accounts Receivable”, “Domestic Inventory”
and “Wells Fargo Base Rate” therefrom.

     

    5.           Amended and Restated
Definitions.  Section 1.01 of the Credit Agreement is hereby
amended to amend and restate the definitions of “Account”, “Applicable Margin”,
“Base Rate”, “Consolidated Fixed Charges”, “Inventory”, and “Total Revolving A
Commitment” in their entirety as follows:

     

    “Account” has the
meaning given to such term in the Security Agreement.

     

    “Applicable Margin”
means:

     

    (a)           with
respect to Term Loans and Revolving A Loans:

     

    
      	
               
      

            	
              (i)

            	
              Initially,
      from the Amendment No. 5 Effective Date, until changed hereunder in
      accordance with the following provisions, the Applicable Margin shall be
      (A) 275.0 basis points for Base Rate Loans, and (B) 375.0 basis points for
      Eurodollar Loans;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Commencing
      with the fiscal quarter of the Borrowers ended on March 31, 2009, and
      continuing with each fiscal quarter thereafter, the Administrative Agent
      shall determine the Applicable Margin in accordance with the following
      matrix, based on the Leverage
Ratio:

            


    

     

     

    
      
        
        

      

      
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                    Leverage
      Ratio

                  	
                    Applicable
      Margin for 

                    Base
      Rate Loans

                  	
                    Applicable
      Margin for 

                    Eurodollar
      Loans

                  
	
                    Less
      than or equal to 1.50 to 1.00

                  	
                    250.0
      basis points

                  	
                    350.0
      basis points

                  
	
                    Greater
      than 1.50 to 1.00 but less than or equal to 2.50 to 1.00

                  	
                    275.0
      basis points

                  	
                    375.0
      basis points

                  
	
                    Greater
      than 2.50 to 1.00

                  	
                    325.0
      basis points

                  	
                    425.0
      basis points

                  


          

        

      

    

    


    (b)           With
respect to Revolving B Loans:

     

    
      	
               
      

            	
              (i)

            	
              Initially,
      from the Amendment No. 5 Effective Date until changed hereunder in
      accordance with the following provisions, the Applicable Margin shall be
      (A) 325.0 basis points for Base Rate Loans, and (B) 425.0 basis points for
      Eurodollar Loans;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Commencing
      with the fiscal quarter of the Borrowers ended on March 31, 2009, and
      continuing with each fiscal quarter thereafter, the Administrative Agent
      shall determine the Applicable Margin in accordance with the following
      matrix, based on the Leverage
Ratio:

            


    

     

    
      
        
          
            	
                    Leverage
      Ratio

                  	
                    Applicable
      Margin for 

                    Base
      Rate Loans

                  	
                    Applicable
      Margin for 

                    Eurodollar
      Loans

                  
	
                    Less
      than or equal to 1.50 to 1.00

                  	
                    275.0
      basis points

                  	
                    375.0
      basis points

                  
	
                    Greater
      than 1.50 to 1.00 but less than or equal to 2.50 to 1.00

                  	
                    325.0
      basis points

                  	
                    425.0
      basis points

                  
	
                    Greater
      than 2.50 to 1.00

                  	
                    375.0
      basis points

                  	
                    475.0
      basis points

                  


          

        

      

    

    


     

    (c)           Changes
in the Applicable Margin based upon changes in the Leverage Ratio shall become
effective on the first day of the month following each Financial Statement Due
Date based upon the Leverage Ratio in effect at the end of the applicable period
covered (in whole or in part) by the financial statements to be delivered by the
applicable Financial Statement Due Date.  Notwithstanding the
foregoing provisions, during any period when (A) the Borrower Representative has
failed to timely deliver the consolidated financial statements referred to in
Section 6.01(a) or (b), accompanied by the certificate and calculations referred
to in Section 6.01(c) in the case of the financial statements referred to in
Section 6.01(a) and (b)(ii) or (B) a Default under Section 8.01(a) has occurred
and is continuing, the Applicable Margin shall be the highest rate per annum
indicated therefor in the above matrix, regardless of the Leverage Ratio at such
time.  Upon the remedy or cure of any such failure or Default, the
Applicable Margin shall be adjusted as of the date of such remedy or cure based
on the then applicable Leverage Ratio.  Any changes in the Applicable
Margin shall be determined by the Administrative Agent in accordance with the
provisions set forth in this definition and the Administrative Agent
will

     


    
      
         


      

      
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    promptly
provide notice of such determinations to the Borrower Representative and the
Lenders.  Any such determination by the Administrative Agent shall be
conclusive and binding absent manifest error.

     

    “Base Rate” means, for
any day, a fluctuating interest rate per annum as shall be in effect from time
to time which rate per annum shall at all times be equal to the greatest of (i)
the rate of interest established by KeyBank National Association, from time to
time, as its “prime rate”, whether or not publicly announced, which interest
rate may or may not be the lowest rate charged by it for commercial loans or
other extensions of credit, (ii) the Federal Funds Effective Rate in effect from
time to time, determined one Business Day in arrears, plus 1⁄2 of 1% per
annum, and (iii) the applicable Adjusted Eurodollar Rate for a Eurodollar Loan
made that day with a one month Interest Period plus 1% per
annum.

     

     “Consolidated Fixed
Charges” means, for any period, as determined on a consolidated basis and
in accordance with GAAP, without duplication, the aggregate of
(i) Consolidated Interest Expense, (ii) for the Testing Period ending
December 31, 2008, Consolidated Income Tax  Expense for the fiscal
quarter then ended multiplied by four, for the Testing Period ending
March  31, 2009, the sum of Consolidated Income Tax Expense for the
fiscal quarters ending December  31, 2008 and March 31, 2009
multiplied by two, for the Testing Period ending June 30, 2009, the sum of
Consolidated Income Tax Expense for the fiscal quarters ending December 31,
2008, March 31, 2009 and June 30, 2009 multiplied by four-thirds, and for the
Testing Period ending September 30, 2009, the sum of Consolidated Income Tax
Expense for the fiscal quarters ending December 31, 2008, March 31, 2009, June
30, 2009 and September 30, 2009, and thereafter, Consolidated Income Tax
Expense, in each case, excluding valuation allowances placed against deferred
tax assets, so long as such items are non-cash, (iii) scheduled principal
payments on Consolidated Funded Indebtedness due in the twelve months preceding
the measurement date (other than optional prepayments of the Revolving Loans),
(iv) reductions in the Revolving B Commitment scheduled or required to be made
during the twelve months preceding the measurement date, (v) for any
Testing Period ending December 31, 2009 and thereafter, Capital Distributions
made by ICO in respect of its Equity Interests, (vi) Consolidated Capital
Expenditures that are made for the purpose of maintaining existing fixed assets
(other than such expenditures in an aggregate amount not to exceed $500,000 made
by the Borrowers or their Subsidiaries for repairs to the New Jersey Facility in
connection with the sale thereof) and (vii) Rental
Expense.”

     

    “Inventory” has the
meaning given to such term in the Security Agreement.

    


    “Total Revolving A
Commitment” means the sum of the Revolving A Commitments of the Lenders
as the same may be decreased pursuant to Section 2.12(b) or (c)
hereof.  As of the Amendment No. 5 Effective Date, the amount of the
Total Revolving A Commitment is $20,000,000.

     

    6.           Amendment to Section
2.02(a).  Section 2.02(a) of the Credit Agreement is hereby
amended and restated in its entirety as follows:

     

    “Section 2.02

     

    (a)           Revolving A
Facility.  During the Revolving A Facility Availability Period,
each Lender severally agrees, on the terms and conditions set forth in this
Agreement, to make a Revolving A Loan or Revolving A Loans to the Borrowers from
time to time pursuant to such Lender’s Revolving A Commitment, which Revolving A
Loans (i) may, except as set forth

     


    
      
         


      

      
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    herein,
at the option of the Borrower Representative, be incurred and maintained as, or
Converted into, Revolving A Loans that are Base Rate Loans or Eurodollar Loans,
provided that all
Revolving A Loans made as part of the same Revolving A Borrowing shall consist
of Revolving A Loans of the same Type; (ii) may be repaid or prepaid and
reborrowed in accordance with the provisions hereof; and (iii) shall not be made
if, after giving effect to any such Revolving A Loan, (A) the Revolving A
Facility Exposure of any Lender would exceed such Lender’s Revolving A
Commitment, (B) the Aggregate Revolving A Facility Exposure plus the principal amount of
Swing Loans would exceed the lesser of (1) the Borrowing Base and (2) the Total
Revolving A Commitment, or (C) the Borrowers would be required to prepay Loans
or cash collateralize Letters of Credit pursuant to Section
2.13(c).  The Revolving A Loans to be made by each Lender will be made
by such Lender on a pro
rata basis based upon such Lender’s Revolving A Facility Percentage of
each Revolving A Borrowing, in each case in accordance with Section 2.07
hereof.”

     

    7.           Amendment to Section
2.04(a).  Section 2.04(a) of the Credit Agreement is hereby
amended and restated in its entirety as follows:

     

    “Section 2.04    Swing Line
Facility.

     

    (a)           Swing
Loans.  During the Revolving A Facility Availability Period,
the Swing Line Lender agrees, on the terms and conditions set forth in this
Agreement and the Sweep Documentation, to make a Swing Loan or Swing Loans to
the Borrowers from time to time, which Swing Loans:  (i) shall be
payable on the Swing Loan Maturity Date applicable to each such Swing Loan;
(ii) shall be made only in U.S. Dollars; (iii) may be repaid or
prepaid and reborrowed in accordance with the provisions hereof; (iv) may
only be made if after giving effect thereto (A) the aggregate principal amount
of Swing Loans outstanding does not exceed the Swing Line Commitment, and
(B) the Aggregate Revolving A Facility Exposure plus the principal
amount of Swing Loans would not exceed the lesser of (1) the Borrowing Base and
(2) the Total Revolving A Commitment; (v) shall not be made if, after
giving effect thereto, the Borrowers would be required to prepay Loans or cash
collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and
(vi) shall not be made if the proceeds thereof would be used to repay, in
whole or in part, any outstanding Swing Loan.  To the extent the terms
of this Agreement and the Sweep Documentation conflict, the terms of this
Agreement shall control.”

     

    8.           Amendment to Section
2.05(a).  Section 2.05(a) of the Credit Agreement is hereby
amended and restated in its entirety as follows:

     

    “Section 2.05    Letters
of Credit.

     

    (a)           LC
Issuances.  During the Revolving A Facility Availability
Period, the Borrower Representative may request an LC Issuer at any time and
from time to time to issue, for the account of any Borrower or any Subsidiary
Guarantor, and subject to and upon the terms and conditions herein set forth,
each LC Issuer agrees to issue from time to time Letters of Credit denominated
and payable in Dollars and in each case in such form as may be approved by such
LC Issuer and the Administrative Agent; provided, however, that notwithstanding
the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i)
the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving A
Facility Exposure of any Lender would exceed such Lender’s Revolving A
Commitment, (iii) the Aggregate Revolving A Facility Exposure plus the principal
amount of Swing Loans outstanding would exceed the lesser of (1) the Borrowing
Base and (2) the Total Revolving A Commitment, or (iv) the Borrowers would be
required to prepay Loans or cash collateralize Letters of Credit pursuant to
Section 2.13(c) hereof.

     


    
      
         


      

      
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    Subject
to Section 2.05(c) below, each Letter of Credit shall have an expiry date
(including any renewal periods) occurring not later than the earlier of (y) one
year from the date of issuance thereof, or (z) 30 Business Days prior to the
Revolving Facility Termination Date.”

     

    9.           Amendment to Section
2.09(a).  Section 2.09(a) of the Credit Agreement shall be
amended and restated as follows:

     

    “(a)          Interest on Revolving Loans;
Interest on Swing Loans.  (i) The outstanding principal amount
of each Revolving Loan made by each Lender shall bear interest at a fluctuating
rate per annum that shall at all times be equal to (A) during such periods as
such Revolving Loan is a Base Rate Loan, the Base Rate plus the Applicable
Margin in effect from time to time, and (B) during such periods as such
Revolving Loan is a Eurodollar Loan, the relevant Adjusted Eurodollar Rate for
such Eurodollar Loan for the applicable Interest Period plus the Applicable
Margin in effect from time to time.  (ii) The outstanding principal
amount of each Swing Loan shall bear interest from the date of the Borrowing at
a rate per annum that shall be equal to the Base Rate plus the Applicable
Margin in effect from time to time.”

     

    10.           Amendment to Section
2.11(b)(i).  Section 2.11(b)(i) of the Credit Agreement is
hereby amended and restated in its entirety as follows:

     

    “(i)           The
Borrowers agree to pay to the Administrative Agent, for the ratable benefit of
each Lender based upon each such Lender’s Revolving A Facility Percentage, as
consideration for the Revolving A Commitments of the Lenders, commitment fees
(the “Commitment
Fees”) for the period from the Closing Date to, but not including, the
Revolving Facility Termination Date, computed for each day at a rate per annum
equal to (A) 50.0 basis points times (B) the Unused
Total Revolving A Commitment in effect on such day.  Accrued
Commitment Fees shall be due and payable in arrears on the last Business Day of
each March, June, September and December and on the Revolving Facility
Termination Date.”

     

    11.           Amendment to Section 2.13
(c)(ii).  Section 2.13(c)(ii) of the Credit Agreement is hereby
amended and restated in its entirety as follows:

     

    “(ii)           Loans Exceed the Commitments
or Borrowing Base.  If on any date (after giving effect to any
other payments on such date) (A) the Aggregate Credit Facility Exposure exceeds
the Total Credit Facility Amount, (B) the Revolving A Facility Exposure of any
Lender exceeds such Lender’s Revolving A Commitment or the Revolving B Facility
Exposure of any Lender exceeds such Lender’s Revolving B Commitment, (C) the
Aggregate Revolving Facility Exposure plus the principal
amount of Swing Loans exceeds the Total Revolving Commitment, (D) the Aggregate
Revolving A Facility Exposure plus the principal
amount of Swing Loans outstanding exceeds the lesser of (1) the Borrowing Base
and (2) the Total Revolving A Commitment, or (E) the aggregate principal amount
of Swing Loans outstanding exceeds the Swing Line Commitment, then, in the case of each of
the foregoing, the Borrowers shall, on such day, prepay on such date the
principal amount of Loans and, after Loans have been paid in full, Unpaid
Drawings, in an aggregate amount at least equal to such excess.”

     

    12.           Amendment to Section
4.02.  Section 4.02 of the Credit Agreement is hereby amended
to add a new subsection (c) thereto:

     

    “(c)           for
each Revolving A Loan or Swing Line Loan or issuance or renewal of any Letter of
Credit, the aggregate principal amount of all Revolving A Loans and Swing Line
Loans (including the Loan requested) plus the aggregate
amount of all Letters of Credit then outstanding

     


    
      
         


      

      
        -9- 


        
          

        

      

      
         


      

    


    (including
the Letter of Credit or renewal thereof requested) (assuming, in each case,
compliance with all conditions of drawing) does not exceed the Borrowing Base
(which shall be reflected in the Borrowing Base Certificate most recently
delivered by the Borrower Representative to the Administrative Agent pursuant to
Section 6.01(n)).”

     

    13.           Amendment to Section
6.01(b).  Section 6.01(b) of the Credit Agreement is hereby
amended and restated in its entirety as follows:

     

    “(b)(i)     Monthly Financial
Statements.  As soon as available and in any event within 30
days after the close of each monthly accounting period in each fiscal year of
the Borrowers, the unaudited consolidated balance sheets of the Borrowers and
their respective consolidated Subsidiaries as at the end of such monthly period
and the related unaudited consolidated statements of income and of cash flows
for such monthly period and/or for the fiscal year to date, and setting forth,
in the case of such unaudited consolidated statements of income and of cash
flows, comparative figures for the related periods in the prior fiscal year, and
which shall be certified on behalf of the Borrowers by the Chief Financial
Officer of the Borrower Representative, subject to changes resulting from normal
year-end audit adjustments.

     

    (ii)           Quarterly Financial
Statements.  As soon as available and in any event within 45
days after the close of each of the first three quarterly accounting periods in
each fiscal year of the Borrowers, the unaudited consolidated balance sheets of
the Borrowers and their respective consolidated Subsidiaries as at the end of
such quarterly period and the related unaudited consolidated statements of
income and of cash flows for such quarterly period and/or for the fiscal year to
date, and setting forth, in the case of such unaudited consolidated statements
of income and of cash flows, comparative figures for the related periods in the
prior fiscal year, and which shall be certified on behalf of the Borrowers by
the Chief Financial Officer of the Borrower Representative, subject to changes
resulting from normal year-end audit adjustments.”

     

    14.           Amendment to Section
6.01(c).  Section 6.01 of the Credit Agreement is hereby
amended to replace the words “Sections 8.1(a) and (b) above” in the first
sentence thereof with the following:

     

    “Sections 6.1(a) and (b)(ii)
above”

     

    15.           New Section
6.01(n).  A new Section 6.01(n) is hereby added to the Credit
Agreement as follows:

     

    “(n)        Within
20 days of the end of each calendar month, a borrowing base certificate, signed
by an Authorized Officer, in the form of Exhibit I or another
form that is acceptable to the Administrative Agent in its sole discretion (a
“Borrowing Base
Certificate”); provided that (i) if at any time
Availability is less than $1,000,000, or (ii) a Default or Event of Default has
occurred and is continuing, the Administrative Agent may request Borrowing Base
Certificates to be provided more frequently than monthly.”

     

    16.           New Section
6.01(o).  A new Section 6.01(o) is hereby added to the Credit
Agreement as follows:

     

    “(o)        If
requested by the Administrative Agent, within 20 days after the end of each
calendar month, (i) a written report, reasonably satisfactory in form and scope
to the Administrative Agent, as to the Inventory, Accounts, and accounts payable
of the Loan Parties, setting forth the type, age, amount, value and location of
the Inventory and Accounts as of the end of such month, and (ii) such other
financial information related to the foregoing as the Administrative Agent may
reasonably request.”

     


    
      
         


      

      
        -10- 


        
          

        

      

      
         


      

    


    


     

    17.           Amendment to Section
6.02.  Section 6.02 of the Credit Agreement is hereby amended
and restated in its entirety as follows:

     

                                  
“Section 6.02     Books, Records and
Inspections.  The Borrowers will, and will cause each of their
respective Subsidiaries to, (i) keep proper books of record and account, in
which full and correct entries shall be made of all financial transactions and
the assets and business of the Borrowers or such Subsidiary, as the case may be,
in accordance with GAAP; and (ii) permit, upon reasonable prior notice to
the Borrower Representative and during normal business hours, officers and
designated representatives of the Administrative Agent or any of the Lenders to
visit and inspect any of the properties or assets of the Borrowers and their
Subsidiaries in whomsoever’s possession (but only to the extent the Borrowers or
such Subsidiary has the right to do so to the extent in the possession of
another Person), to examine the books of account of the Borrowers and any of its
Subsidiaries, and make copies thereof and take extracts therefrom, and to
discuss the affairs, finances and accounts of the Borrowers and of their
Subsidiaries with, and be advised as to the same by, its and their officers and
independent accountants and independent actuaries, if any, all at such
reasonable times and intervals and to such reasonable extent as the
Administrative Agent or any of the Lenders may request.  The
Administrative Agent shall conduct a field exam (a “Field Exam”) each
fiscal year prior to April 30 of each such fiscal year, and otherwise as often
as reasonably deemed necessary or desirable by the Administrative Agent or as
reasonably requested by any Lender.  In no event shall the
Administrative Agent have any liability  to the Lenders with respect
to the contents of reports provided to the Lenders.  Any Lender may,
upon written request to the Administrative Agent, accompany the Administrative
Agent on any such visit by the Administrative Agent.”

     

    18.           Amendment to Section
7.02(c).  Section 7.02(c) of the Credit Agreement is hereby
amended and restated in its entirety as follows:

     

    “(c)           if
no Default or Event of Default shall have occurred and be continuing or would
result therefrom, any Borrower or any Subsidiary may make any Acquisition that
is a Permitted Acquisition, provided that (i) all of the
conditions contained in the definition of the term Permitted Acquisition are
satisfied and (ii) both before and after giving effect to the consummation
thereof, Availability is greater than $2,000,000.

     

    19.           Amendment to Section
7.06.  Section 7.06 of the Credit Agreement is hereby amended
and restated in its entirety as follows:

     

                                  
“Section 7.06     Restricted
Payments.  The Borrowers will not, and will not permit any of
their Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except,:

     

    (a)           any
Borrower or any of its Subsidiaries may declare and pay or make Capital
Distributions that are payable solely in additional shares of its common stock
(or warrants, options or other rights to acquire additional shares of its common
stock); and

     

    (b)           (i)
any Subsidiary may declare and pay or make Capital Distributions to any Domestic
Loan Party, and (ii) any Foreign Subsidiary may declare and pay or make Capital
Distributions to any other Foreign Subsidiary or to any Domestic Loan Party;
and

     

    (c)           so
long as the Borrowers shall have maintained at all times, a Fixed Charge
Coverage Ratio of at least 1.10 to 1.00, during the three consecutive fiscal
quarters (commencing with the Fiscal Quarter ending March 31, 2009), ending
immediately prior to such Restricted Payment, ICO may declare and pay or make
Capital

     


    
      
         


      

      
        -11- 


        
          

        

      

      
         


      

    


    Distributions
(including, but not limited to any made in connection with the Preferred Stock
Transaction), provided
that (i) no Default or Event of Default shall have occurred and be continuing or
would result therefrom, (ii) the Borrowers will be in compliance with the
financial covenants set forth in Section 7.07 after giving pro forma effect to each such
Capital Distribution, and (iii) after giving pro forma effect to each such
Capital Distribution, the Leverage Ratio is less than 2.50 to 1.00.

     

    20.           Amendment to Section 7.07
(c).  Section 7.07(c) of the Credit Agreement is hereby amended
and restated in its entirety as follows:

     

    “(c)         Fixed Charge Coverage
Ratio.  The Borrowers will not permit at any time the Fixed
Charge Coverage Ratio to be less than 1.00 to 1.00 through September 30, 2010
and 1.10 to 1.00 at any time thereafter.

     

    21.           Amendment to Section 7.07
(d).  Section 7.07(d) of the Credit Agreement is hereby amended
and restated in its entirety as follows:

     

    “(d)           [Reserved].”

     

    22.           Section
11.01 of the Credit Agreement is hereby amended and restated in its entirety as
follows:

     

    “Section 11.01   Payment
of Expenses, etc.  The Borrowers agree to pay  (or reimburse
the Administrative Agent, the Lenders or their Affiliates, as the case may be)
all of the following: (i) whether or not the transactions contemplated hereby
are consummated, for all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with the negotiation, preparation,
syndication, administration and execution and delivery of the Loan Documents and
the documents and instruments referred to therein and the syndication of the
Commitments; (ii) all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with any amendment, waiver or consent
relating to any of the Loan Documents that are requested by any Loan Party;
(iii) all reasonable out-of-pocket costs and expenses of the Administrative
Agent in connection with any Field Exam, including without limitation examiner
fees for both on-site visits and subsequent analysis performed at the
Administrative Agent’s office; (iv) all reasonable out-of-pocket costs and
expenses of the Administrative Agent, the Lenders and their Affiliates in
connection with the enforcement of any of the Loan Documents  or the
other documents and instruments referred to therein, including, without
limitation,  the reasonable fees and disbursements of any individual
counsel to the Administrative Agent and any Lender (including, without
limitation, allocated costs of internal counsel); and (v) any and all present
and future stamp and other similar taxes with respect to the foregoing matters
and save the Administrative Agent and each of the Lenders harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission (other than to the extent attributable to any such indemnified Person)
to pay such taxes.”

     

    23.           Amendment to Section 11.12
(a)(ii).  Section 11.12(a)(ii) of the Credit Agreement is
hereby amended to delete the word “or” at the end of subsection (E), replace “.”
at the end of subsection (F) with “; or” and add a new subsection (G)
thereto:

     

    “(G)        increase
the advance rate set forth in the definition of Borrowing Base; provided, however, that if
the Administrative Agent at any time reduces such advance rate, the
Administrative Agent may, in its sole discretion, increase the advance rate up
to the advance rate effective on the Amendment No. 5 Effective Date without the
written consent of each Lender affected thereby.”

     


    
      
         


      

      
        -12- 


        
          

        

      

      
         


      

    


    


     

    24.           Consent to sale of the New
Jersey Facility.  Notwithstanding Section 7.02 of the Credit
Agreement or any other provision of the Loan Documents to the contrary, the
Administrative Agent and the Lenders hereby consent to the sale of the New
Jersey Facility (“the New Jersey Facility
Sale”), provided
that (i) the consideration for the New Jersey Facility Sale represents fair
value and at least 90% of such consideration consists of cash; and (ii) at least five
Business Days prior to the date of completion of the New Jersey Facility Sale,
the Administrative Agent shall have received an officer’s certificate pursuant
to Section 7.02(d) of the Credit Agreement.

     

    25.           Release of ICO Worldwide,
L.P.  The Administrative Agent and the Lenders hereby
acknowledge that the existence of ICO Worldwide, L.P., an indirect Subsidiary of
ICO, was terminated as of October 29, 2008 and is no longer a Subsidiary
Guarantor as of such date.

     

    26.           Conditions
Precedent.  This Amendment shall become effective on the date
(the “Amendment No. 5
Effective Date”) that the following conditions are
satisfied:

     

    (a)          this
Amendment has been executed by each Borrower, the Administrative Agent and the
Lenders, and counterparts hereof as so executed shall have been delivered to the
Administrative Agent;

     

    (b)          the
Administrative Agent shall have received certified copies of the resolutions of
the Board of Directors of each Borrower approving this Amendment;

     

    (c)          the
Borrowers have paid all reasonable out-of-pocket fees and expenses of the
Administrative Agent and of special counsel to the Administrative Agent that
have been invoiced on or prior to such date in connection with the preparation,
negotiation, execution and delivery of this Amendment;

     

    (d)          all
representations and warranties of the Loan Parties contained in the Credit
Agreement or in the other Loan Documents shall be true and correct in all
material respects with the same effect as though such representations and
warranties had been made on and as of the date of this Amendment, except to the
extent that such representations and warranties expressly relate to an earlier
specified date, in which case such representations and warranties shall have
been true and correct in all material respects as of the date when
made;

     

    (e)          each
Subsidiary Guarantor has executed and delivered to the Administrative Agent the
Subsidiary Guarantor Acknowledgment and Agreement attached hereto;

     

    (f)         
 the Borrowers shall have delivered to the Administrative Agent and the
Lenders an executed Borrowing Base Certificate, which Borrowing Base Certificate
shall evidence that the Aggregate Revolving A Facility Exposure plus the principal amount of
Swing Loans outstanding as of the date hereof does not exceed the lesser of (1)
the Borrowing Base and (2) the Total Revolving A Commitment; and

     

    (g)          the
Borrowers shall have paid to the Administrative Agent for the distribution to
the Lenders, an amendment fee equal to fifty basis points multiplied by the sum
of the amount of (i) each Lender’s Total Revolving A Commitment, (ii) the
aggregate outstanding amount of each Lender’s Revolving B Loans and (iii) the
outstanding amount of each Lender’s Term Loan, in each case as set forth on
Schedule 1
hereto.

     

    27.           Representations and
Warranties.  Each Borrower hereby represents and warrants to
the Administrative Agent and the Lenders that:  (a) such Borrower has
the legal power and authority to

     


    
      
         


      

      
        -13- 


        
          

        

      

      
         


      

    


    execute
and deliver this Amendment; (b) the officials executing this Amendment have been
duly authorized to execute and deliver the same and bind such Borrower with
respect to the provisions hereof; (c) the execution and delivery hereof by
such Borrower and the performance and observance by such Borrower of the
provisions hereof do not violate or conflict with the organizational documents
of such Borrower or any law applicable to such Borrower; (d) no Default or Event
of Default exists under the Credit Agreement, nor will any occur immediately
after the execution and delivery of this Amendment or by the performance or
observance of any provision hereof; and (e) this Amendment constitutes a valid
and binding obligation of such Borrower in every respect, enforceable in
accordance with its terms.

     

    28.           Credit Agreement
Unaffected.  Each reference that is made in the Credit
Agreement or any other Loan Document shall hereafter be construed as a reference
to the Credit Agreement as amended hereby.  Except as herein otherwise
specifically provided, all provisions of the Credit Agreement shall remain in
full force and effect and be unaffected hereby.

     

    29.           Counterparts.  This
Amendment may be executed in any number of counterparts, by different parties
hereto in separate counterparts and by facsimile signature, each of which when
so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.

     

    30.           Entire
Agreement.  This Amendment is specifically limited to the
matters expressly set forth herein.  This Amendment and all other
instruments, agreements and documents executed and delivered in connection with
this Amendment embody the final, entire agreement among the parties hereto with
respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto.  There are no oral
agreements among the parties hereto relating to the subject matter hereof or any
other subject matter relating to the Credit Agreement.

     

    31.           Governing Law; Submission to
Jurisdiction; Venue; Waiver of Jury Trial.  

     

    (a)           THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.  TO THE FULLEST EXTENT
PERMITTED BY LAW, THE BORROWERS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY
CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS
GOVERNS THIS AMENDMENT.  Any legal action or proceeding with respect
to this Amendment may be brought in any court located in Harris County, Texas or
in any court of the United States for the Southern District of Texas, Houston
Division, and, by execution and delivery of this Amendment, each Borrower hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.  The
Borrowers hereby further irrevocably consent to the service of process out of
any of the aforementioned courts in any such action or proceeding by the mailing
of copies thereof by registered or certified mail, postage prepaid, to the
Borrower Representative at its address for notices pursuant to Section 11.05 of
the Credit Agreement, such service to become effective 30 days after such
mailing or at such earlier time as may be provided under applicable
law.  Nothing herein shall affect the right of the Administrative
Agent or any Lender to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Borrowers in any
other jurisdiction.

     

    (b)           The
Borrowers hereby irrevocably waive any objection that they may now or hereafter
have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Amendment brought in the courts
referred to in Section 31(a) above and hereby further

     


    
      
         


      

      
        -14- 


        
          

        

      

      
         


      

    


    irrevocably
waive and agree not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient
forum.

     

    (c)           EACH OF THE PARTIES TO THIS AMENDMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.  EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
PARAGRAPH.

     

    (Signature
pages follow.)

     


    
      
         


      

      
        -15- 


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the
date first above written.

     

    
      
        	 
      	
                ICO,
      INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Bradley T.
  Leuschner
	 
      	
                Name:

              	
                Bradley
      T. Leuschner

              
	 
      	
                Title:

              	
                Chief
      Financial Officer & Treasurer

              
	 
      	 
      
	 
      	
                BAYSHORE
      INDUSTRIAL, L.P.

              
	 
      	 
      
	 
      	
                By:

              	
                Bayshore
      Industrial GP, L.L.C.

              
	 
      	
                Its:

              	
                General
      Partner

              
	 
      	
                By:

              	 
      /s/ Bradley T.
      Leuschner
	 
      	
                Name:

              	
                Bradley
      T. Leuschner

              
	 
      	
                Title:

              	
                Vice
      President, Chief Financial Officer &

              
	 
      	 
      	
                Treasurer

              
	 
      	 
      
	 
      	
                ICO
      POLYMERS NORTH AMERICA, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Bradley T.
      Leuschner
	 
      	
                Name:

              	
                Bradley
      T. Leuschner

              
	 
      	
                Title:

              	
                Sr.
      Vice President, Chief Financial Officer &

              
	 
      	 
      	
                Treasurer

              
	 
      	 
      


      

    

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        	 
      	
                KEYBANK NATIONAL
      ASSOCIATION, as

              
	 
      	
                Administrative
      Agent and as a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Brian Fox
	 
      	
                Name:

              	
                Brian
      Fox

              
	 
      	
                Title:

              	
                Assistant
      Vice President

              


      

    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        	 
      	
                WELLS
      FARGO BANK, NATIONAL

              
	 
      	
                ASSOCIATION, as a
      Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Chad D. Johnson
	 
      	
                Name:

              	 
      Chad D. Johnson
	 
      	
                Title:

              	 
      Vice President


      

    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SUBSIDIARY GUARANTOR
ACKNOWLEDGMENT AND AGREEMENT

    


    Each of
the undersigned (collectively, the “Subsidiary
Guarantors” and, individually, “Subsidiary
Guarantor”) consents and agrees to and acknowledges the terms of the
foregoing Amendment No. 5 to Credit Agreement, dated as of March 24, 2009 (the
“Amendment”).  Each
Subsidiary Guarantor specifically acknowledges the terms of and consents to the
amendments set forth in the Amendment.  Each Subsidiary Guarantor
further agrees that its obligations pursuant to the Subsidiary Guaranty shall
remain in full force and effect and be unaffected hereby.

     

    Each
Subsidiary Guarantor hereby waives and releases, to the fullest extent permitted
by applicable law, the Administrative Agent and each of the Lenders and their
respective directors, officers, employees, attorneys, affiliates, and
subsidiaries from any and all claims, offsets, defenses, and counterclaims of
which any of the Subsidiary Guarantors is aware, such waiver and release being
with full knowledge and understanding of the circumstances and effect thereof
and after having consulted legal counsel with respect thereto.

     

    EACH
SUBSIDIARY GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
SUBSIDIARY GUARANTOR ACKNOWLEDGMENT AND AGREEMENT OR THE AMENDMENT, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH SUBSIDIARY
GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

     

    (Signature
page follows.)

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Subsidiary Guarantor Acknowledgment and Agreement has been
duly executed and delivered as of the date of the Amendment.

     

    
      
        	 
      	
                ICO
      GLOBAL SERVICES, INC.

              
	 
      	 
      
	 
      	
                By:

              	  /s/ Donald Eric
  Parsons
	 
      	
                Name:

              	
                Donald
      Eric Parsons

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      
	 
      	 
      
	 
      	
                ICO
      P&O, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Bradley T.
      Leuschner
	 
      	
                Name:

              	
                Bradley
      T. Leuschner

              
	 
      	
                Title:

              	
                Chief
      Financial Officer & Treasurer

              
	 
      	 
      
	 
      	 
      
	 
      	
                ICO
      TECHNOLOGY, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Bradley T.
      Leuschner
	 
      	
                Name:

              	
                Bradley
      T. Leuschner

              
	 
      	
                Title:

              	
                Vice
      President, Chief Financial Officer &

              
	 
      	 
      	
                Treasurer

              
	 
      	 
      
	 
      	 
      
	 
      	
                WEDCO
      TECHNOLOGY, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Bradley T.
      Leuschner
	 
      	
                Name:

              	
                Bradley
      T. Leuschner

              
	 
      	
                Title:

              	
                President,
      Chief Financial Officer &

              
	 
      	 
      	
                Treasurer

              
	 
      	 
      
	 
      	 
      
	 
      	
                WORLDWIDE
      GP, L.L.C.

              
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Bradley T.
      Leuschner
	 
      	
                Name:

              	
                Bradley
      T. Leuschner

              
	 
      	
                Title:

              	
                Manager,
      President & Treasurer

              
	 
      	 
      
	 
      	 
      
	 
      	
                WORLDWIDE
      LP, L.L.C.

              
	 
      	
                By:

              	
                ICO
      Global Services, Inc.

              
	 
      	 
      	
                Its
      Sole Member

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      /s/ Donald E. Parsons
	 
      	
                Name:

              	
                Donald
      E. Parsons

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      


      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        	 
      	
                BAYSHORE
      INDUSTRIAL GP, L.L.C.

              
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Bradley T.
      Leuschner
	 
      	
                Name:

              	
                Bradley
      T. Leuschner

              
	 
      	
                Title:

              	
                Vice
      President, Chief Financial Officer &

              
	 
      	 
      	
                Treasurer

              
	 
      	 
      
	 
      	 
      
	 
      	
                BAYSHORE
      INDUSTRIAL LP, L.L.C.

              
	 
      	
                By:

              	
                ICO
      Global Services, Inc.

              
	 
      	 
      	
                Its
      Sole Member

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      /s/ Donald Eric
  Parsons
	 
      	
                Name:

              	
                Donald
      Eric Parsons

              
	 
      	
                Title:

              	
                President

              
	 
      	 
      
	 
      	 
      
	 
      	
                ICO
      POLYMERS, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Bradley T.
      Leuschner
	 
      	
                Name:

              	
                Bradley
      T. Leuschner

              
	 
      	
                Title:

              	
                Vice
      President, Chief Financial Officer &

              
	 
      	 
      	
                Treasurer

              
	 
      	 
      
	 
      	 
      
	 
      	
                BAYSHORE
      RE HOLDINGS, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      /s/ Bradley T.
      Leuschner
	 
      	
                Name:

              	
                Bradley
      T. Leuschner

              
	 
      	
                Title:

              	
                Vice
      President, Chief Financial Officer &

              
	 
      	 
      	
                Treasurer

              
	 
      	 
      


      

    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        
          	 
      	
                  CHINA
      RE HOLDINGS, INC.

                
	 
      	 
      
	 
      	
                  By:

                	 
      /s/ Bradley T.
      Leuschner
	 
      	
                  Name:

                	
                  Bradley
      T. Leuschner

                
	 
      	
                  Title:

                	
                  Vice
      President, Chief Financial Officer &

                
	 
      	 
      	
                  Treasurer

                
	 
      	 
      


        

      

    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
1

     

    


     

    Outstanding Loan
Amounts

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Lender

                                          	
                                            Revolving
      A

                                            Commitment

                                          	
                                            Outstanding
      

                                            Revolving
      B

                                            Loans

                                          	
                                            Outstanding
      

                                            Term

                                            Loan

                                          
	
                                            KeyBank
      National 

                                            Association

                                          	
                                            $10,000,000.00

                                          	
                                            $2,083,333.00

                                          	
                                            $4,583,333.34

                                          
	
                                            Wells
      Fargo Bank, 

                                            National
      

                                            Association

                                          	
                                            $10,000,000.00

                                          	
                                            $2,083,333.00

                                          	
                                            $4,583,333.34

                                          
	
                                            Total:

                                          	
                                            $20,000,000.00

                                          	
                                            $4,166,666.00

                                          	
                                            $9,166,666.69

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    


     

    Schedule
1

     

    


     

    Lenders and
Commitments

     

    
      
        
          
            
              
                
                  	
                          Lender

                        	
                          Revolving
      A

                          Commitment

                        	
                          Revolving
      A 

                          Facility
      

                          Percentage
      as of 

                          the
      Amendment 

                          No.
      5 Effective 

                          Date

                        	
                          Revolving
      B

                          Commitment

                        	
                          Revolving
      B 

                          Facility
      

                          Percentage
      as of 

                          the
      Amendment 

                          No.
      5 Effective 

                          Date

                        	
                          Term

                          Commitment

                        
	
                          KeyBank
      National 

                          Association

                        	
                          $10,000,000.00

                        	
                          50.00%

                        	
                          $2,500,000.00

                        	
                          50.00%

                        	
                          $7,083,333.50

                        
	
                          Wells
      Fargo Bank, 

                          National
      

                          Association

                        	
                          $10,000,000.00

                        	
                          50.00%

                        	
                          $2,500,000.00

                        	
                          50.00%

                        	
                          $7,083,333.50

                        
	
                          Total:

                        	
                          $20,000,000.00

                        	
                          100.00%

                        	
                          $5,000,000.00

                        	
                          100.00%

                        	
                          $14,166,667.00

                        


                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    EXHIBIT
I

     

    FORM
OF BORROWING BASE CERTIFICATE

     

    (see
attached)

    [Redacted]