Exhibit 10.22


FIRST AMENDMENT AND ASSUMPTION AGREEMENT


This FIRST AMENDMENT AND ASSUMPTION AGREEMENT, dated
as of December 29, 2006 (this “Agreement”), is among REDDY ICE HOLDINGS,
INC., a Delaware corporation (“Parent”), REDDY ICE GROUP, INC., a
Delaware corporation (the “Existing Borrower”), REDDY ICE CORPORATION, a
Nevada corporation (the “New Borrower”), 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) party hereto and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative
Agent.


W
I  T  N  E  S  S  E  T  H:


WHEREAS, (a) the Existing Borrower, the Lenders, the
Administrative Agent, the Syndication Agent, the Co-Documentation Agents and
the Lead Arrangers, are party to the Amended and Restated Credit Agreement,
dated as of August 9, 2005 (as amended, supplemented, amended and restated or
otherwise modified prior to the date hereof, the “Existing Credit Agreement”,
and as amended by this Agreement and as the same may be further amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”), (b) the Existing Borrower has entered into the
Borrower Pledge and Security Agreement, dated as of August 15, 2003 (as
amended, supplemented, amended and restated or otherwise modified prior to the
date hereof, the “Existing Borrower Pledge and Security Agreement”), in
favor of the Administrative Agent, (c) Parent has entered into the Amended and
Restated Parent Guaranty and Pledge Agreement, dated as of August 12, 2005 (as
amended, supplemented, amended and restated or otherwise modified prior to the
date hereof, the “Existing Parent Guaranty and Pledge Agreement”, and as
amended by this Agreement and as the same may be further amended, supplemented,
amended and restated or otherwise modified from time to time, the “Parent
Guaranty and Pledge Agreement”), in favor of the Administrative Agent and
(d) the New Borrower and the other Subsidiaries of the Existing Borrower have
entered into the Subsidiary Pledge and Security Agreement, dated as of August
15, 2003 (as amended, supplemented, amended and restated or otherwise modified
prior to the date hereof, the “Existing Subsidiary Pledge and Security Agreement”),
in favor of the Administrative Agent;


WHEREAS, (a) pursuant to (i) the Agreement and Plan of
Merger, dated as of December 29, 2006 (the “IP Merger Agreement”),
between the New Borrower and Reddy Ice IP, Inc., a Nevada corporation (“Reddy
Ice IP”), (ii) the Agreement and Plan of Merger, dated as of December 29,
2006 (the “Southern Merger Agreement”), between the New Borrower and
Southern Bottled Water Company, Inc., a Nevada corporation, (“Southern”),
and (iii) the Agreement and Plan of Merger, dated as of December 29, 2006 (the “Cassco
Merger Agreement”, together with the IP Merger Agreement and the Southern
Merger Agreement, collectively, the “Subsidiary Merger Agreement”)
between the New Borrower and Cassco Ice & Cold Storage, Inc., a Virginia
corporation (“Cassco”, together with Reddy Ice IP and Southern, the “Target
Subsidiaries”), the Target Subsidiaries will be merged with and into the
New Borrower, with the New Borrower as the surviving corporation (the “Subsidiary
Merger”) and (b) pursuant to the Agreement and Plan of Merger, dated as of
December 29, 2006 (the “Borrower Merger Agreement” and, together with
the Subsidiary Merger Agreement, the “Merger Agreements”), among the
Existing Borrower and the New Borrower, the Existing Borrower will be merged
with and into the New Borrower, with the New Borrower as the











surviving corporation
(the “Borrower Merger”, and collectively with the Subsidiary Merger, the
“Restructuring”);


WHEREAS, in consideration for the Restructuring and in
order to induce the Lenders to agree to the amendments set forth herein, the
New Borrower will assume the obligations of the Existing Borrower under the
Existing Credit Agreement and the other Existing Loan Documents to which the
Existing Borrower is a party;


WHEREAS, the New Borrower has requested that the
Lenders amend certain provisions of the Existing Credit Agreement and the other
Existing Loan Documents; and the Lenders party hereto are willing to amend the
Existing Credit Agreement and the Existing Loan Documents as set forth below on
the terms and subject to the conditions hereinafter set forth.


NOW, THEREFORE, in consideration of the agreements
herein contained, the parties hereto agree as follows:


ARTICLE I


DEFINITIONS


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


“Agreement” is defined in the preamble.


“Amendment Effective Date” is defined in Section
4.1.


“Assumption” is defined in the clause (c)
of Article II.


“Borrower Merger” is defined in the second
recital.


“Borrower Merger Agreement” is defined in the second
recital.


“Cassco” is defined in the second recital.


“Cassco Merger Agreement” is defined in the second
recital.


“Credit Agreement” is defined in the first
recital.


“Existing Borrower” is defined in the preamble.


“Existing Borrower Pledge and Security Agreement”
is defined in the first recital.


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


“Existing Parent Guaranty and Pledge Agreement”
is defined in the first recital.


“Existing Subsidiary Pledge and Security Agreement”
is defined in the first recital.



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“Existing Loan
Documents” means the “Loan Documents” as defined in the Existing Credit
Agreement.


“IP Merger Agreement” is defined in the second
recital.


“Loan Documents” means the Existing Loan
Documents as amended by this Agreement.


“Merger Agreements” is defined in the second
recital.


“New Borrower” is defined in the preamble.


“Parent” is defined in the preamble.


“Parent Guaranty and Pledge Agreement” is
defined in the first recital.


“Reddy Ice IP” is defined in the second
recital.


“Restructuring” is defined in the second
recital.


“Southern” is defined in the second recital.


“Southern Merger Agreement” is defined in the second
recital.


“Subsidiary Merger” is defined in the second
recital.


“Subsidiary Merger Agreement” is defined in the
second recital.


“Target Subsidiaries” is defined in the second
recital.


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


ARTICLE II



ASSUMPTION


Effective on (and subject to the occurrence of) the
Amendment Effective Date, the New Borrower hereby


(a)  assumes (pursuant to this Agreement) and
agrees to be bound by, perform, observe and hereby confirms each and every
covenant, agreement, term, condition, obligation, appointment, duty and
liability of the Existing Borrower under and with respect to the Existing
Credit Agreement and each other Existing Loan Document;


(b)  accepts and assumes all liabilities of the
Existing Borrower related to any representation or warranty made by, and all
rights and powers of, the Existing Borrower under or in connection with, the
Existing Credit Agreement and each other Existing Loan Document; and



 3
 








(c)  confirms and acknowledges that, upon the
effectiveness hereof, it will be the “Borrower” referred to in the Credit
Agreement, each other Loan Document and each other document and agreement
entered into in connection therewith that was executed and delivered by the
Existing Borrower, and hereby agrees to perform and observe all the covenants,
agreements, terms, conditions, obligations, appointments, duties and
liabilities of the “Borrower” under the Credit Agreement, each other Loan Document
and each other document and agreement entered into in connection therewith that
was executed and delivered by the Existing Borrower (the assumptions,
acceptances, acknowledgements, agreements, confirmations and other actions of
the New Borrower set forth in clauses (a) through (c) above are
herein referred to as the “Assumption”).


ARTICLE III



AMENDMENT


Effective on (and subject
to the occurrence of) the Amendment Effective Date, the provisions of the
Existing Loan Documents referred to below are hereby amended in accordance with
this Article III.


SECTION  3.1.  Amendments
to Existing Loan Documents (Generally). 
The term “Borrower” referred to in the Existing Credit Agreement, each
other Existing Loan Document and each other document and agreement entered into
in connection therewith that was executed and delivered by the Existing
Borrower shall hereinafter refer to the New Borrower, other than (a) any
representation, warranty, condition or other provision of any kind to the
extent relating to a date prior to the Amendment Effective Date or (b) if the
context otherwise requires.


SECTION  3.2.  Amendments
to Existing Credit Agreement.


SECTION  3.2.1. 
Section 1.1 of the Existing Credit Agreement is hereby amended by
inserting the following definitions in appropriate alphabetical order therein:


“First Amendment and
Assumption Agreement” means the First Amendment and Assumption Agreement,
dated as of January 1, 2007, among Parent, Reddy Ice Group, Reddy Ice
Corporation and the Administrative Agent.


“First Amendment
Effective Date” means the “Amendment Effective Date” as defined in the
First Amendment and Assumption Agreement.


“Reddy Ice Corporation”
means Reddy Ice Corporation, a Nevada corporation.


“Reddy Ice Group”
means Reddy Ice Group, Inc., a Delaware corporation.


“Restructuring”
means “Restructuring” as defined in the First Amendment and Assumption
Agreement.



 4
 








SECTION  3.2.2. 
Section 1.1 of the Existing Credit Agreement is hereby amended by
amending and restating the definition of “Borrower Pledge and Security
Agreement” in its entirety to read as follows:


“Borrower Pledge and
Security Agreement” means the Amended and Restated Borrower Pledge and
Security Agreement, executed and delivered by an Authorized Officer of the
Borrower on the First Amendment Effective Date ((x) amending and restating in
its entirety the Subsidiary Pledge and Security Agreement, dated as of August
15, 2003, among the grantors party thereto and the Administrative Agent, as
amended, supplemented, amended and restated or as otherwise modified prior to
the date hereof, and (y) consolidating and combining the Borrower Pledge and
Security Agreement, dated as of August 15, 2003, between Reddy Ice Group and
the Administrative Agent, as amended, supplemented, amended and restated or otherwise
modified prior to the date hereof), together with any supplemental Foreign
Pledge Agreements delivered pursuant to the terms of this Agreement, in each
case as amended, supplemented, amended and restated or otherwise modified from
time to time.


SECTION  3.2.3. 
The definition of “Change of Control” set forth in Section 1.1 of the
Existing Credit Agreement is hereby amended by inserting the following
parenthetical at the end of clause (b) thereof:


(it being understood that
the Restructuring shall not constitute a Change of Control)


SECTION  3.2.4. 
Section 1.1 of the Existing Credit Agreement is hereby amended by
amending and restating the definition of “Subsidiary Guaranty” in its entirety
to read as follows:


“Subsidiary Guaranty”
means the Subsidiary Guaranty executed and delivered by an Authorized Officer
of each U.S. Subsidiary pursuant to the terms of this Agreement, substantially
in the form of Exhibit G hereto, as amended, supplemented, amended and
restated or otherwise modified from time to time.


SECTION  3.2.5. 
Section 1.1 of the Existing Credit Agreement is hereby amended by
amending and restating the definition of “Subsidiary Pledge and Security
Agreement” in its entirety to read as follows:


“Subsidiary Pledge and
Security Agreement” means the Subsidiary Pledge and Security Agreement
executed and delivered by Authorized Officers of the Borrower and each of its
Subsidiaries pursuant to the terms of this Agreement, substantially in the form
of Exhibit I hereto, together with any supplemental Foreign Pledge
Agreements delivered pursuant to the terms of this Agreement, in each case as
amended, 



 5
 








supplemented, amended and
restated or otherwise modified from time to time.


SECTION  3.2.6. 
Section 5.2.1 of the Existing Credit Agreement is hereby amended by
inserting the following parenthetical immediately at the end of clause (a)
thereof:


(no representation
or warranty shall be deemed not true or not correct by virtue of factual
changes resulting from or arising in connection with the Restructuring or the
other transactions contemplated by the First Amendment and Assumption
Agreement)


SECTION  3.2.7. 
Section 7.1.8 of the Existing Credit Agreement is hereby amended by
deleting the second sentence thereof and replacing it with the following
sentence:


The Borrower will
cause any subsequently acquired or organized U.S. Subsidiary to execute a
Subsidiary Guaranty (or supplement thereto) and a Subsidiary Pledge and
Security Agreement (or supplement thereto) and each other applicable Loan
Document pursuant to which such U.S. Subsidiary grants to the Administrative
Agent in favor of the Secured Parties a security interest in, or Mortgage on,
substantially all of its owned assets.


SECTION  3.2.8. 
Section 7.2.9 of the Existing Credit Agreement is hereby amended by deleting
the word “and” at the end of clause (a) thereof, replacing the “.” at the end
of clause (b) thereof with “; and” and inserting the following clause (c)
immediately following clause (b) thereof:


(c)  Reddy Ice Group may merge with and into Reddy
Ice Corporation in connection with the Restructuring, with Reddy Ice
Corporation surviving.


SECTION  3.2.9. 
Schedule I to the Existing Credit Agreement is hereby amended to the
extent necessary to reflect such factual changes as may result from each of the
Existing Borrower and each Target Subsidiary merging with and into the New
Borrower, with the New Borrower surviving, and any reference to the Existing
Borrower or a Target Subsidiary in Schedule I to the Credit Agreement shall
refer to the New Borrower (unless the context otherwise requires).


SECTION  3.2.10. 
Exhibit G to the Credit Agreement is hereby amended and restated in its
entirety to read as set forth in Annex I hereto.


SECTION  3.2.11. 
Exhibit I to the Credit Agreement is hereby amended and restated in its
entirety to read as set forth in Annex II hereto.


SECTION  3.3.  Amendment
to Existing Subsidiary Pledge and Security Agreement.  The Existing Subsidiary Pledge and Security
Agreement and the Existing Borrower Pledge and Security Agreement are hereby
amended and restated in their entirety and consolidated and combined to read as
a single document as set forth in Annex III hereto.



 6
 








SECTION  3.4.  Amendment
to Existing Parent Guaranty and Pledge Agreement.  Schedule I to the Existing Parent Guaranty
and Pledge Agreement is hereby amended and restated in its entirety to read as
set forth in Annex IV hereto.


SECTION  3.5.  Modifications
to Existing Subsidiary Guaranty.  The obligations under the Existing Subsidiary
Guaranty are hereby subsumed by, made part of and continued under the Credit
Agreement as hereby amended;  provided that Articles III, IV
and V of the Existing Subsidiary Guaranty are hereby terminated.


ARTICLE IV



CONDITIONS TO EFFECTIVENESS


SECTION  4.1.  Amendment
Effective Date.  This Agreement (and
the amendments and modifications contained herein) shall become effective on
the date (the “Amendment Effective Date”) when all of the conditions set
forth in this Section 4.1 have been satisfied.


SECTION  4.1.1. 
Execution of Counterparts. 
The Administrative Agent shall have received counterparts of this
Agreement, duly executed and delivered on behalf of Parent, the Existing
Borrower, the New Borrower, the Administrative Agent and the Required Lenders.


SECTION  4.1.2. 
Resolutions, etc.  The
Administrative Agent shall have received from the New Borrower and Parent, as
applicable, (a) a copy of a good standing certificate, dated a date reasonably
close to the Amendment Effective Date, for each such Person and (b) a
certificate, dated the Amendment Effective Date and with counterparts for each
Lender, duly executed and delivered by such Person’s Secretary or Assistant
Secretary, in form and substance satisfactory to the Administrative Agent.


SECTION  4.1.3. 
Delivery of Notes.  The
Administrative Agent shall have received, for the account of each Lender that
has requested a Note, such Lender’s Notes duly executed and delivered by an
Authorized Officer of the New Borrower, but only to the extent that each such
Lender (x) provides such request at least 3 Business Days prior to the
Amendment Effective Date and (y) delivers to the New Borrower prior to the
Amendment Effective Date any Notes issued to it by the Existing Borrower.


SECTION  4.1.4. 
New Borrower Pledge and Security Agreement.  The Administrative Agent shall have received
executed counterparts of the Borrower Pledge and Security Agreement (formerly
the Existing Subsidiary Pledge and Security Agreement, as amended by this
Agreement and as set forth in Annex III), duly executed and delivered by
an Authorized Officer of the New Borrower.


SECTION  4.1.5. 
Borrower Certificated Security. 
The Administrative Agent shall have received original certificates
issued to Parent evidencing all of the issued and outstanding Capital Stock of
the New Borrower, together with an undated stock power duly executed in blank,
but only following receipt by the New Borrower of the original certificated
securities issued by the Existing Borrower to Parent and each Target Subsidiary
to the Existing Borrower, in each case held by the Administrative Agent.



 7
 








SECTION  4.1.6. 
Opinion of Counsel.  The
Administrative Agent shall have received an opinion, dated the Amendment
Effective Date and addressed to the Administrative Agent and all Lenders, from
Cahill Gordon & Reindel LLP, special counsel to the Obligors, in form and
substance reasonably satisfactory to the Lead Arrangers.


SECTION  4.1.7. 
Restructuring.  The
Administrative Agent shall have received evidence satisfactory to it that the
Restructuring has been, or contemporaneously with the Amendment Effective Date
will be, consummated in accordance with the terms of all applicable laws and in
accordance with each of the Merger Agreements. 
The Administrative Agent shall have received copies of the Merger
Agreements (as well as all other closing documentation executed or delivered in
connection therewith) executed and delivered by the parties thereto, each of
which shall be in full force and effect.


ARTICLE V



AFFIRMATION AND CONSENT


By its signature below,
Parent hereby (a) acknowledges, confirms, consents and agrees to the
Restructuring, the amendments and assumptions contained herein (including,
without limitation, the Assumption) and the Credit Agreement and other Loan
Documents to which it is party and (b) reaffirms, as of the Amendment Effective
Date, (i) the covenants and agreements made by Parent in each Loan Document to
which it is a party, (ii) its guarantee of payment of the Obligations pursuant
to the Parent Guaranty and Pledge Agreement, and (iii) its pledges and other
grants of Liens in respect of the Obligations pursuant to the Existing Parent
Guaranty and Pledge Agreement and any other Loan Document to which it is a
party, in each case, as such covenants, agreements and other provisions may be
modified by this Agreement.


ARTICLE VI



MISCELLANEOUS


SECTION  6.1.  Cross-References.  References in this Agreement to any Article
or Section are, unless otherwise specified or otherwise required by the
context, to such Article or Section of this Agreement.


SECTION  6.2.  Loan
Document Pursuant to Credit Agreement. 
This Agreement is a Loan Document executed pursuant to the Existing
Credit Agreement and shall be construed, administered and applied in accordance
with all of the terms and provisions of the Credit Agreement.


SECTION  6.3.  Representations
and Warranties.  In order to induce
the Lenders to execute and deliver this Agreement, the New Borrower hereby
represents and warrants to the Administrative Agent and the Lenders, on the
Amendment Effective Date, after giving effect to this Agreement and the
amendments and Assumptions, that the representations and warranties set forth
in Article VI of the Credit Agreement and in each other Loan Document, in each
case, are true and correct in all material respects (unless stated to relate
solely to an earlier date, in which case such representations and warranties
were true and correct as of such earlier date) (it 



 8
 








being understood that no representation or warranty shall be deemed not
true or correct by virtue of factual changes resulting from or arising in
connection with the Restructuring or any other transactions contemplated by
this Agreement), and no Default has occurred and is continuing.


SECTION  6.4.  Full
Force and Effect; Limited Amendment; No Novation.  Except as expressly amended or otherwise
modified hereby, all of the representations, warranties, terms, covenants,
conditions and other provisions of the Existing Credit Agreement and the
Existing 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 and other
modifications set forth herein shall be limited as provided for herein to the
provisions expressly amended or modified 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 Existing Loan Document
or of any transaction or further 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 other Existing Loan Documents.  The rights and obligations of the parties to
the Existing Loan Documents with respect to the period prior to the Amendment
Effective Date shall not be affected by such amendment and restatement.  It is expressly understood and agreed by the
parties hereto that the agreements, assumptions, obligations and transactions
contemplated in this Agreement and the Loan Documents are in no way intended to
constitute a novation of the obligations (including, without limitation, the
Obligations) and liabilities existing under the Existing Credit Agreement or
Existing Loan Documents or evidence payment of all or any of such obligations
and liabilities.


SECTION  6.5.  Liens
Unimpaired.  After giving effect to
this Agreement and any necessary amendments to certain of the Mortgages,
neither the modification of the Existing Loan Documents effected pursuant to
this Agreement nor the execution, delivery, performance or effectiveness of
this Agreement will impair the validity, effectiveness or priority of the Liens
granted pursuant to any Existing Loan Document or Loan Document, and such Liens
will continue unimpaired with the same priority to secure repayment of all Obligations,
whether heretofore or hereafter incurred other than to the extent such Liens
purport to be over assets, properties or equity interest of a Person no longer
existing as a result of the Restructuring.


SECTION  6.6.  IP
Covenant.  Within 60 Business Days of
the Amendment Effective Date (which date may be extended in the sole discretion of the
Administrative Agent) the New Borrower will execute and deliver to the
Administrative Agent (as applicable) a Patent Security Agreement, Trademark
Security Agreement and/or Copyright Security Agreement, as the case may be, in
all Intellectual Property (as defined in the Borrower Pledge and Security
Agreement) obtained from the Existing Borrower and the Target Subsidiaries in
connection with the Restructuring or otherwise unless the New Borrower shall
determine in good faith (with the consent of the Administrative Agent, which
consent shall not be unreasonably withheld or delayed) that any such
Intellectual Property is of negligible economic value to the New Borrower.


SECTION  6.7.  Real
Property Covenant.  Within 15
Business Days after the Amendment Effective Date (which date may be extended in the sole
discretion of the Administrative Agent), the New Borrower will take all
action reasonably requested by the Administrative Agent to 



 9
 








maintain the first priority Lien of the Administrative Agent on all
real property of the New Borrower (after giving effect to the Restructuring).


SECTION  6.8.  Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that the New Borrower may
not assign or transfer its rights or obligations hereunder without the consent
of all Lenders.


SECTION  6.9.  Counterparts.  This Agreement may be executed by the parties
hereto in several counterparts, each of which when executed and delivered shall
be deemed to be an original and all of which shall constitute together but one
and the same agreement.


SECTION  6.10.  Governing
Law.  THIS AGREEMENT
WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).



 10















IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.


	
  

  	
  REDDY ICE GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven J. Janusek

  
	
   

  	
   

  	
  Title: Chief Financial and Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REDDY ICE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven J. Janusek

  
	
   

  	
   

  	
  Title: Chief Financial and Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REDDY ICE HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven J. Janusek

  
	
   

  	
   

  	
  Title: Chief Financial and Accounting Officer

  
	
   

  	
   

  	
   

  



 



 11
 









 


	
  

  	
  CREDIT SUISSE, Cayman Islands Branch,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas R. Cantello

  
	
   

  	
   

  	
  Name: Thomas R. Cantello

  
	
   

  	
   

  	
  Title:    Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rianka Mohan

  
	
   

  	
   

  	
  Name:  Rianka
  Mohan

  
	
   

  	
   

  	
  Title:   
  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, Cayman Islands Branch,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas R. Cantello

  
	
   

  	
   

  	
  Name: Thomas R. Cantello

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rianka Mohan

  
	
   

  	
   

  	
  Name: Rianka Mohan

  
	
   

  	
   

  	
  Title:   Associate

  



 



 12
 









 


	
  

  	
  CIBC INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E. Lindsay Gordon

  
	
   

  	
   

  	
  Name: E. Lindsay Gordon

  
	
   

  	
   

  	
  Title:   Authorized Signatory CIBC Inc.

  



 



 13
 









 


	
  

  	
  BEAR STEARNS CORPORATE LENDING INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Bram Smith

  
	
   

  	
   

  	
  Name: Richard Bram Smith

  
	
   

  	
   

  	
  Title:   Vice President

  



 



 14
 









 


	
  

  	
  LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ritam Bhalla

  
	
   

  	
   

  	
  Name: Ritam Bhalla

  
	
   

  	
   

  	
  Title:   Authorized Signatory

  



 



 15
 









 


	
  

  	
  WACHOVIA BANK, NATIONAL

  
	
   

  	
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer L. Norris

  
	
   

  	
   

  	
  Name: Jennifer Norris

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 



 16
 









 


	
  

  	
  JP MORGAN CHASE BANK N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martha Pruitt Mathews

  
	
   

  	
   

  	
  Name: Martha Pruitt Mathews

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


 



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