EXHIBIT
4.1


 


SECOND
AMENDMENT TO CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO
CREDIT AGREEMENT, dated as of February 20, 2004 (this “Amendment”), to
the Existing Credit Agreement (as defined below) is made by REDDY ICE GROUP,
INC., a Texas corporation (the “Borrower”), and certain of the Lenders
(such capitalized term and other capitalized terms used in this preamble and
the recitals below to have the meanings set forth in, or are defined by
reference in, Article I below).


 


W I T N
E S S E T H:


 


WHEREAS, the Borrower, the
Lenders, Credit Suisse First Boston, acting through its Cayman Islands Branch
(“CSFB”), as the Administrative Agent, Canadian Imperial Bank of
Commerce and Bear Stearns Corporate Lending Inc., as the Co-Syndication Agents,
and CIBC World Markets Corp., CSFB and Bear, Stearns & Co. Inc., as the
Lead Arrangers and Joint-Book-Runners, are all parties to the Credit Agreement,
dated as of August 15, 2003 (as amended or otherwise modified prior to the date
hereof, the “Existing Credit Agreement”, and as amended by this
Amendment and as the same may be further amended, supplemented, amended and
restated or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, the Borrower has
requested that the Lenders amend certain provisions of the Existing Credit
Agreement; and


 


WHEREAS, the Lenders party
hereto are willing to amend the Existing Credit Agreement as set forth below;


 


NOW, THEREFORE, the parties
hereto hereby covenant and agree as follows:


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1.  Certain
Definitions.  The following terms
when used in this Amendment shall have the following meanings (such meanings to
be equally applicable to the singular and plural forms thereof):


 


“Amendment” is
defined in the preamble.


 


“Amendment Effective Date”
is defined in Article III.


 


“Borrower” is defined
in the preamble.


 


“Credit Agreement” is
defined in the first recital.


 


“CSFB” is defined in
the first recital.


 


“Existing Credit
Agreement” is defined in the first recital.


 


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SECTION 1.2.  Other
Definitions.  Terms for which
meanings are provided in the Credit Agreement are, unless otherwise defined
herein or the context otherwise requires, used in this Amendment with such
meanings.


 


ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT


 


Effective on (and subject to
the occurrence of) the Amendment Effective Date, the provisions of the Existing
Credit Agreement referred to below are hereby amended in accordance with this Article
II.  Except as expressly so amended,
the Existing Credit Agreement shall continue in full force and effect in
accordance with its terms.


 


SECTION 2.1.  Amendment to
Article I.  Article I of the
Existing Credit Agreement is hereby amended as follows:


 


SECTION 2.1.1.  Section 1.1 of
the Existing Credit Agreement is hereby amended by inserting the following
definitions in the appropriate alphabetical order:


 


“Non-Lender
Issuer” is defined in Section 2.6.6.


 


“Participating
Issuer” is defined in Section 2.6.6.


 


SECTION 2.1.2.  Section 1.1 of
the Existing Credit Agreement is hereby amended by amending and restating:


 


(a)                                  the definition of Applicable Margin contained
therein so that it reads in its entirety as follows:


 


 “Applicable Margin” means:


 


(a)
with respect to Term Loans, (i) at all times prior to the Reset Date, 1.50% for
Term Loans maintained as Base Rate Loans and 2.50% for Term Loans maintained as
LIBO Rate Loans and (ii) at all times after the Reset Date, the applicable
percentage set forth below corresponding to the relevant Leverage Ratio determined
by reference to the Leverage Ratio set forth in the Compliance Certificate most
recently delivered by the Borrower to the Administrative Agent; and


 


(b)
with respect to Revolving Loans, (i) at all times prior to the Reset Date,
2.50% for Revolving Loans maintained as Base Rate Loans and 3.50% for Revolving
Loans maintained as LIBO Rate Loans and (ii) at all times after the Reset Date,
the applicable percentage set forth below corresponding to the relevant
Leverage Ratio determined by reference to the Leverage Ratio set forth in the
Compliance Certificate most recently delivered by the Borrower to the
Administrative Agent:


 


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  Leverage

  Ratio

  	
   

  	
  Applicable

  Margin for

  Term Loans

  maintained as

  Base Rate Loans

  	
   

  	
  Applicable

  Margin for

  Term Loans 

  maintained as 

  LIBO Rate Loans

  	
   

  	
  Applicable

  Margin for

  Revolving Loans

  maintained as

  Base Rate Loans

  	
   

  	
  Applicable

  Margin for 

  Revolving Loans 

  maintained as 

  LIBO Rate Loans

  	
   

  
	
  >  3.75:1

  	
   

  	
  1.50

  	
  %

  	
  2.50

  	
  %

  	
  2.50

  	
  %

  	
  3.50

  	
  %

  
	
  < 3.75:1 but >  3.25:1

  	
   

  	
  1.25

  	
  %

  	
  2.25

  	
  %

  	
  2.25

  	
  %

  	
  3.25

  	
  %

  
	
  < 3.25:1 but >  2.75:1

  	
   

  	
  1.25

  	
  %

  	
  2.25

  	
  %

  	
  2.00

  	
  %

  	
  3.00

  	
  %

  
	
  < 2.75:1

  	
   

  	
  1.25

  	
  %

  	
  2.25

  	
  %

  	
  1.75

  	
  %

  	
  2.75

  	
  %

  



 


Changes
in the Applicable Margin resulting from a change in the Leverage Ratio shall
become effective upon delivery by the Borrower to the Administrative Agent of a
new Compliance Certificate pursuant to clause (c) of Section 7.1.1.  If the Borrower fails to deliver a
Compliance Certificate within 45 days after the end of any Fiscal Quarter
(or within 90 days, in the case of the last Fiscal Quarter of the Fiscal
Year), the Applicable Margin from and including the 46th (or 91st,
as the case may be) day after the end of such Fiscal Quarter to but not
including the date the Borrower delivers to the Administrative Agent a Compliance
Certificate shall be the highest Applicable Margin set forth above.


 


(b)                                 the definition of “Issuer” contained therein
so that it reads in its entirety as follows:


 


“Issuer” means CSFB
in its capacity as Issuer of the Letters of Credit and/or, at the request of
CSFB and with the Borrower’s consent (not to be unreasonably withheld or
delayed), another Lender or an Affiliate of a Lender that has agreed to issue
one or more Letters of Credit hereunder or any Lender or an Affiliate of a
Lender that has an agreement with any Non-Lender Issuer to issue Letters of
Credit for the account of the Borrower and its Subsidiaries.


 


SECTION 2.2.  Amendment to
Article II.  Article II of the
Existing Credit Agreement is hereby amended by adding a new Section 2.6.6 to
read as follows:


 


SECTION
2.6.6  Letter of Credit Participation
Agreements.  In the event that any
Issuer (a “Participating Issuer”) enters into any agreement with any
other Person (a “Non-Lender Issuer”) to issue letters of credit for the
account of the Borrower, such letter of credit will be deemed to be a Letter of
Credit issued hereunder and the Reimbursement Obligation and other Obligations
of the Borrower and related Obligations of the Guarantors with respect to such
Letter of Credit and the obligation of the Revolving Lenders to participate in
such Letters of Credit will be obligations owed to the Participating Issuer and
not the Non-Lender Issuer.  The
Non-Lender Issuer will have no claims or any other rights hereunder or against
any Obligor or any Lender other than the Participating Issuer.


 


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ARTICLE III

CONDITIONS TO EFFECTIVENESS


 


This Amendment and the
amendments contained herein shall become effective on the date (the “Amendment
Effective Date”) when each of the conditions set forth in this Article
III shall have been fulfilled to the satisfaction of the Administrative
Agent.


 


SECTION 3.1.  Counterparts.  The Administrative Agent shall have received
counterparts hereof executed on behalf of the Borrower and the Required Lenders
and all Lenders owed Term Loans.


 


SECTION 3.2.  Satisfactory
Legal Form.  The Administrative
Agent and its counsel shall have received all information, and such
counterparts or such certified or other copies of such materials, as the
Administrative Agent or its counsel may reasonably request, and all legal
matters incident to the effectiveness of this Amendment shall be satisfactory
to the Administrative Agent and its counsel. 
All documents executed or submitted pursuant hereto or in connection
herewith shall be reasonably satisfactory in form and substance to the
Administrative Agent and its counsel.


 


ARTICLE IV

MISCELLANEOUS


 


SECTION 4.1.  Cross-References.  References in this Amendment to any Article
or Section are, unless otherwise specified, to such Article or Section of this
Amendment.


 


SECTION 4.2.  Loan Document
Pursuant to Existing Credit Agreement. 
This Amendment is a Loan Document executed pursuant to the Existing
Credit Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with all of the terms and
provisions of the Existing Credit Agreement, as amended hereby, including
Article X thereof.


 


SECTION 4.3.  Successors and
Assigns.  This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


SECTION 4.4.  Counterparts.  This Amendment may be executed by the
parties hereto in several counterparts, each of which when executed and
delivered shall be an original and all of which shall constitute together but
one and the same agreement.  Delivery of
an executed counterpart of a signature page to this Amendment by facsimile
shall be effective as delivery of a manually executed counterpart of this
Amendment.


 


SECTION 4.5. 
Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


SECTION 4.6.  Full Force and
Effect; Limited Amendment. 
Except as expressly amended hereby, all of the representations,
warranties, terms, covenants, conditions and other provisions of the Existing
Credit Agreement and the Loan Documents shall remain unchanged and shall
continue to be, and shall remain, in full force and effect in accordance with their
respective terms.  The amendments set
forth herein shall be limited precisely as provided for herein to the
provisions expressly amended herein and shall not be deemed to be an amendment
to, waiver of, consent to or modification of any other term or provision of the
Existing Credit Agreement or any other Loan Document or of any transaction or
further


 


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or future action on the part of any Obligor which
would require the consent of the Lenders under the Existing Credit Agreement or
any of the Loan Documents.


 


SECTION 4.7.  Representations
and Warranties.  In order to induce
the Lenders to execute and deliver this Amendment, the Borrower hereby
represents and warrants to the Lenders, on the Amendment Effective Date, after
giving effect to this Amendment, all statements set forth in Section 5.2.1 of
the Credit Agreement are true and correct as of such date, except to the extent
that any such statement expressly relates to an earlier date (in which case
such statement was true and correct on and as of such earlier date).


 


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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first above written.


 


 


	
   

  	
  REDDY
  ICE GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  STEVEN J. JANUSEK

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven
  J. Janusek

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [INSERT
  NAME OF LENDER]*

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  LENDERS * 

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 












*  All Lenders as of the date of the Second Amendment to Credit Agreement
executed such amendment.


 


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