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Credit Agreement

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Title:

Credit Agreement

Entities:

ICO Inc.; Wachovia Bank, NA; Keybank NA

Date:

2006

Size:

Preview shows 76KB of 348KB total

Price:

$50

ID:

#2627846

► Loans ► Credit Agreements
► Financial
► Energy ► Oil Well Services & Equipment
► Financial ► Money Center Banks

Start of Preview

CREDIT AGREEMENT

dated as of

October 27, 2006

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

$30,000,000 Revolving Facility

$15,000,000 Term Facility

TABLE OF CONTENTS

		Page
ARTICLE I.	DEFINITIONS AND TERMS	1

Section 1.01	Certain Defined Terms	1
Section 1.02	Computation of Time Periods	24
Section 1.03	Accounting Terms	24
Section 1.04	Terms Generally	25
Section 1.05	Borrower Representative	25

ARTICLE II.

THE TERMS OF THE CREDIT FACILITY

Section 2.01	Establishment of the Credit Facility	25
Section 2.02	Revolving Facility	25
Section 2.03	Term Loan	26
Section 2.04	[Reserved]	26
Section 2.05	Letters of Credit	26
Section 2.06	Notice of Borrowing	30
Section 2.07	Funding Obligations; Disbursement of Funds	31
Section 2.08	Evidence of Obligations	32
Section 2.09	Interest; Default Rate	32
Section 2.10	Conversion and Continuation of Loans	33
Section 2.11	Fees	34
Section 2.12	Termination and Reduction of Revolving Commitments	35
Section 2.13	Voluntary, Scheduled and Mandatory Prepayments of Loans	36
Section 2.14	Method and Place of Payment	37
Section 2.15	Joint and Several Liability of the Borrowers	38

ARTICLE III.

INCREASED COSTS, ILLEGALITY AND TAXES

Section 3.01	Increased Costs, Illegality, etc.	39
Section 3.02	Breakage Compensation	40
Section 3.03	Net Payments	41
Section 3.04	Increased Costs to LC Issuers	42
Section 3.05	Change of Lending office; Replacement of Lenders	43

ARTICLE IV.

CONDITIONS PRECEDENT

	Section 4.01	Conditions Precedent at Closing Date	44
	Section 4.02	Conditions Precedent to All Credit Events	47

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

-i-

TABLE OF CONTENTS

(continued)

Page

Section 5.01	Corporate Status	47
Section 5.02	Power and Authority	47
Section 5.03	No Violation	48
Section 5.04	Governmental Approvals	48
Section 5.05	Litigation	48
Section 5.06	Use of Proceeds; Margin Regulations	48
Section 5.07	Financial Statements	48
Section 5.08	Solvency	49
Section 5.09	No Material Adverse Change	49
Section 5.10	Tax Returns and Payments	49
Section 5.11	Title to Properties, etc.	50
Section 5.12	Lawful Operations, etc.	50
Section 5.13	Environmental Matters	50
Section 5.14	Compliance with ERISA	51
Section 5.15	Intellectual Property, etc.	51
Section 5.16	Investment Company Act, etc.	51
Section 5.17	Insurance	51
Section 5.18	Burdensome Contracts; Labor Relations	51
Section 5.19	Security Interests	52
Section 5.20	True and Complete Disclosure	52
Section 5.21	Defaults	52
Section 5.22	Anti-Terrorism Law Compliance	52
Section 5.23	Mexico Subsidiary; ICO Minerals, Inc.; RE Holdings Entities	52

ARTICLE VI.

AFFIRMATIVE COVENANTS

Section 6.01	Reporting Requirements	53
Section 6.02	Books, Records and Inspections	56
Section 6.03	Insurance	56
Section 6.04	Payment of Taxes and Claims	57
Section 6.05	Corporate Franchises	57
Section 6.06	Good Repair	57
Section 6.07	Compliance with Statutes, etc.	57
Section 6.08	Compliance with Environmental Laws	58

-ii-

TABLE OF CONTENTS

(continued)

Page

Section 6.09	Certain Subsidiaries to Join in Subsidiary Guaranty	58
Section 6.10	Additional Security; Real Estate Matters; Further Assurances	59
Section 6.11	Fiscal Years, Fiscal Quarters	61
Section 6.12	Senior Debt	61
Section 6.13	Federal Tax Liens	62
Section 6.14	ICO Minerals	62
Section 6.15	Australian Loan Defaults

End of Preview

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