Exhibit
10.23


EXECUTION COPY


AMENDED AND RESTATED


BORROWER PLEDGE AND SECURITY AGREEMENT


This AMENDED AND RESTATED BORROWER PLEDGE AND SECURITY
AGREEMENT, dated as of January 1, 2007 (amending, restating, consolidating and
combining in their entirety each of the Existing Security Agreements (terms
used herein have the meanings set forth in or incorporated by reference in Article
I), and as otherwise amended, supplemented, amended and restated or
otherwise modified from time to time, this “Security Agreement”), is
made by REDDY ICE CORPORATION, a Nevada corporation (the “Grantor”), in
favor of CREDIT SUISSE, CAYMAN ISLANDS BRANCH (f/k/a Credit Suisse First
Boston, acting through its Cayman Islands Branch) (“CS”), as
administrative agent (together with its successor(s) thereto in such capacity,
the “Administrative Agent”) for each of the Secured Parties.


W  I  T  N  E  S  S
E  T  H :


WHEREAS, pursuant to the Credit Agreement, dated as of
August 15, 2003 (as amended, supplemented, amended and restated or otherwise
modified on or prior to the date hereof (including pursuant to the First
Amendment and Assumption Agreement, dated as of January 1, 2007 (the “First
Amendment”)), the “Existing Credit Agreement”, and as further
amended, supplemented, amended and restated or otherwise modified from time to
time, the “Credit Agreement”), among the Grantor, as the Borrower, the
Lenders, the Administrative Agent, Canadian Imperial Bank of Commerce and Bear
Stearns Corporate Lending Inc., as the Co-Syndication Agents, and CIBC World Markets
Corp., CS and Bear, Stearns & Co. Inc., as the Lead Arrangers and
Joint-Book-Runners, the Lenders and the Issuers have extended Commitments to
make Credit Extensions to the Grantor;


WHEREAS, prior to the date hereof (a) Reddy Ice Group,
Inc. (the “Existing Borrower”) 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, and (b) (i) the Grantor and (ii) each of Southern Bottled Water Company,
Inc., a Nevada corporation, Cassco Ice & Cold Storage, Inc., a Virginia
corporation, and Reddy Ice IP, Inc., a Nevada corporation (collectively, the “Target
Subsidiaries”) 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”, together with the Existing Borrower Pledge and
Security Agreement, the “Existing Security Agreements”), in favor of the
Administrative Agent; and


WHEREAS, pursuant to the First Amendment, the Grantor
has requested that the Existing Security Agreements be amended, restated,
consolidated and combined in their entirety to read as hereinafter set forth in
this Security Agreement;


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Grantor
agrees, for the benefit of each Secured Party, as follows:











ARTICLE I

DEFINITIONS


SECTION 1.1  Certain Terms. The following terms
(whether or not underscored) when used in this Security Agreement, including
its preamble and recitals, shall have the following meanings (such definitions
to be equally applicable to the singular and plural forms thereof):


“Administrative Agent” is defined in the preamble.


“Collateral” is defined in Section 2.1.


“Collateral Account” is defined in clause
(b) of Section 4.3.


“Computer Hardware and Software Collateral”
means:


(a)           all
computer and other electronic data processing hardware, integrated computer
systems, central processing units, memory units, display terminals, printers,
features, computer elements, card readers, tape drives, hard and soft disk
drives, cables, electrical supply hardware, generators, power equalizers,
accessories and all peripheral devices and other related computer hardware;


(b)           all
software programs (including both source code, object code and all related
applications and data files), whether now owned, licensed or leased or
hereafter acquired by the Grantor, designed for use on the computers and
electronic data processing hardware described in clause (a) above;


(c)           all
firmware associated therewith;


(d)           all
documentation (including flow charts, logic diagrams, manuals, guides and
specifications) with respect to such hardware, software and firmware described
in the preceding clauses (a) through (c); and


(e)           all
rights with respect to all of the foregoing, including any and all copyrights,
licenses, options, warranties, service contracts, program services, test
rights, maintenance rights, support rights, improvement rights, renewal rights
and indemnifications and any substitutions, replacements, additions or model
conversions of any of the foregoing.


“Control Agreement” means an agreement in form
and substance reasonably satisfactory to the Administrative Agent which
provides for the Administrative Agent to have “control” (as defined in Section
8-106 of the UCC, as such term relates to investment property (other than
certificated securities or commodity contracts), or as used in Section 9-106 of
the UCC, as such term relates to commodity contracts).


“Copyright Collateral” means all copyrights of
the Grantor, whether statutory or common law, registered or unregistered and
whether published or unpublished, now or hereafter in force throughout the
world including all of the Grantor’s rights, titles and interests in and to all
copyrights registered in the United States Copyright Office or anywhere else in
the world and



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also including the
copyrights referred to in Item A of Schedule V hereto, and
registrations and recordings thereof and all applications for registration
thereof, whether pending or in preparation, all copyright licenses, including
each copyright license referred to in Item B of Schedule V
hereto.


“Credit Agreement” is defined in the first
recital.


“CS” is defined in the preamble.


“Distributions” means all non-cash dividends
paid on Capital Securities constituting Collateral, non-cash liquidating
dividends paid on Capital Securities constituting Collateral, shares of Capital
Securities constituting Collateral resulting from (or in connection with the
exercise of) stock splits, reclassifications, warrants, options, non-cash
dividends, mergers, consolidations, and all other non-cash distributions
(whether similar or dissimilar to the foregoing) on or with respect to any
Capital Securities constituting Collateral, but excluding Dividends.


“Dividends” means cash dividends and cash
distributions with respect to any Capital Securities constituting Collateral
that are not a liquidating dividend.


“Existing Borrower” is defined in the second
recital.


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


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


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


“Existing Security Agreements” is defined in
the second recital.


“First Amendment” is defined in the first
recital.


“Grantor” is defined in the preamble.


“Inchoate Liens” means Liens of the type set
forth in clauses (f), (g), (h), (j) and (k) of Section 7.2.3 of the Credit
Agreement.


“Intellectual Property Collateral” means,
collectively, the Computer Hardware and Software Collateral, the Copyright
Collateral, the Patent Collateral, the Trademark Collateral and the Trade
Secrets Collateral.


“Patent Collateral” means:


(a)           all
letters patent and applications for letters patent throughout the world,
including all patent applications in preparation for filing and each patent and
patent application referred to in Item A of Schedule III hereto;


(b)           all
reissues, divisions, continuations, continuations-in-part,
extensions, renewals and reexaminations of any of the items described in clause
(a); and



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(c)           all
patent licenses, and other agreements providing the Grantor with the right to
use any items of the type referred to in clauses (a) and (b)
above, including each patent license referred to in Item B of Schedule
III hereto.


“Receivables” is defined in clause (c)
of Section 2.1.


“Related Contracts” is defined in clause (c)
of Section 2.1.


“Securities Act” is defined in clause (a)
of Section 6.2.


“Security Agreement” is defined in the preamble.


“Target Subsidiaries” is defined in the second
recital.


“Trademark Collateral” means:


(a)           (i)
all trademarks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks, certification marks,
collective marks, logos and other source or business identifiers, and all
goodwill of the business associated therewith, now existing or hereafter
adopted or acquired including those referred to in Item A of Schedule
IV hereto, whether currently in use or not, all registrations and
recordings thereof and all applications in connection therewith, whether
pending or in preparation for filing, including registrations, recordings and
applications in the United States Patent and Trademark Office or in any office
or agency of the United States of America or any State thereof or any other
country or political subdivision thereof or otherwise, and all common-law
rights relating to the foregoing, and (ii) the right to obtain all reissues,
extensions or renewals of the foregoing (collectively referred to as the “Trademark”);


(b)           all
Trademark licenses for the grant by or to the Grantor of any right to use any
Trademark, including each Trademark license referred to in Item B of Schedule
IV hereto;


(c)           all
of the goodwill of the business connected with the use of, and symbolized by
the items described in, clause (a), and to the extent applicable clause (b);
and


(d)           the
right to sue third parties for past, present and future infringements of any
Trademark Collateral described in clause (a) and, to the extent applicable,
clause (b).


“Trade Secrets Collateral” means all common law
and statutory trade secrets and all other confidential, proprietary or useful
information and all know-how obtained by or used in or contemplated at
any time for use in the business of the Grantor (all of the foregoing being
collectively called a “Trade Secret”), whether or not such Trade Secret
has been reduced to a writing or other tangible form, including all documents
and things embodying, incorporating or referring in any way to such Trade
Secret, all Trade Secret licenses, including each Trade Secret license referred
to in Schedule VI hereto.



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SECTION 1.2  Credit Agreement Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Security Agreement, including
its preamble and recitals, have the meanings provided in the Credit Agreement.


SECTION 1.3  UCC Definitions.  Unless otherwise defined herein or in the
Credit Agreement or the context otherwise requires, terms for which meanings
are provided in the UCC are used in this Security Agreement (whether or not
capitalized herein), including its preamble and recitals, with such meanings.


ARTICLE II

SECURITY INTEREST


SECTION 2.1  Grant of Security Interest.  The Grantor hereby grants to the
Administrative Agent, for its benefit and the ratable benefit of each other
Secured Party, and hereby reconfirms its grant to the Administrative Agent for
its benefit and the ratable benefit of each other Secured Party of, a continuing
security interest in all of the Grantor’s following property, whether tangible
or intangible, whether now or hereafter existing, owned or acquired by the
Grantor, and wherever located (collectively, the “Collateral”):


(a)           (i) all investment property in which
the Grantor has an interest (including the Capital Securities of each issuer of
such Capital Securities described in Schedule I hereto) and (ii) all
other Capital Securities which are interests in limited liability companies or
partnerships in which the Grantor has an interest (including the Capital
Securities of each issuer of such Capital Securities described in Schedule I
hereto), in each case together with Dividends and Distributions payable in
respect of the Collateral described in the foregoing clauses (a)(i) and (a)(ii);


(b)           all goods, including all equipment
and inventory in all of its forms;


(c)           all accounts, contracts, contract
rights, chattel paper, documents, instruments, promissory notes and general
intangibles (including tax refunds and all payment intangibles), whether or not
arising out of or in connection with the sale or lease of goods or the
rendering of services, and all rights in and to all security agreements,
guaranties, leases and other contracts securing or otherwise relating to any
such accounts, contracts, contract rights, chattel paper, documents,
instruments, promissory notes, general intangibles and payment intangibles (all
of the foregoing collectively referred to as the “Receivables”, and any
and all such security agreements, guaranties, leases and other contracts
collectively referred to as the “Related Contracts”);


(d)           all Intellectual Property Collateral;


(e)           all deposit accounts;


(f)            all letter of credit rights;


(g)           all commercial tort claims in which
the Grantor has rights (including as a plaintiff);



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(h)           the Collateral Account, all cash,
checks, drafts, notes, bills of exchange, money orders, other like instruments
and all investment property held in the Collateral Account (or in any
sub-account thereof) and all interest and earnings in respect thereof;


(i)            all books, records, writings, data
bases, information and other property relating to, used or useful in connection
with, evidencing, embodying, incorporating or referring to, any of the
foregoing in this Section;


(j)            all other property and rights of
every kind and description and interests therein; and


(k)           all products, offspring, rents,
issues, profits, returns, income, supporting obligations and proceeds of and
from any and all of the foregoing Collateral (including proceeds which
constitute property of the types described in clauses (a) through (j),
and, to the extent not otherwise included, all payments under insurance
(whether or not the Administrative Agent is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral).


Notwithstanding the foregoing, “Collateral” shall not
include (i) the Grantor’s real property interests, (ii) any general
intangibles or other rights arising under any contracts, instruments, licenses
or other documents as to which the grant of a security interest would
(A) constitute a violation of a valid and enforceable restriction in favor
of a third party on such grant, unless and until any required consents shall
have been obtained, or (B) give any other party to such contract,
instrument, license or other document the right to terminate its obligations
thereunder, (iii) investment property consisting of Capital Securities of an
issuer that is a Foreign Subsidiary (other than a Foreign Subsidiary that (i)
is treated as a partnership under the Code or (ii) is not treated as an entity
that is separate from (A) such Grantor; (B) any Person that is treated as a
partnership under the Code or (C) any “United States person” (as defined in
Section 7701(a)(30) of the Code)) of such Grantor, in excess of 65% of the
total combined voting power of all Capital Securities of each such Foreign
Subsidiary, (iv) any asset, the granting of a security interest in which would
be void or illegal under any applicable governmental law, rule or regulation,
or pursuant thereto would result in, or permit the termination of, such asset,
or (v) any asset subject to a Lien permitted by Section 7.2.3 of the Credit
Agreement (other than Liens in favor of the Administrative Agent) to the extent
that the grant of other Liens on such asset (A) would result in a breach or
violation of, or constitute a default under, the agreement or instrument
governing such permitted Lien, (B) would result in the loss of use of such
asset or (C) would permit the holder of such permitted Lien to terminate the
Grantor’s use of such asset.


SECTION 2.2  Security for Obligations.  This Security Agreement and the Collateral in
which the Administrative Agent for the benefit of the Secured Parties is
granted a security interest hereunder by the Grantor secure the payment of all
Obligations now or hereafter existing.


SECTION 2.3  Grantor Remains Liable.  Anything herein to the contrary
notwithstanding



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(a)           the Grantor will remain liable under
the contracts and agreements included in the Collateral to the extent set forth
therein, and will perform all of its duties and obligations under such
contracts and agreements to the same extent as if this Security Agreement had
not been executed;


(b)           the exercise by the Administrative
Agent of any of its rights hereunder will not release the Grantor from any of
its duties or obligations under any such contracts or agreements included in
the Collateral; and


(c)           no Secured Party will have any
obligation or liability under any contracts or agreements included in the
Collateral by reason of the security interests granted by this Security
Agreement, nor will any Secured Party be obligated to perform any of the
obligations or duties of the Grantor thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder.


SECTION 2.4  Security Interest Absolute, etc.  This Security Agreement shall in all respects
be a continuing, absolute, unconditional and irrevocable grant of security
interest, and shall remain in full force and effect until the Termination Date
or until otherwise released in accordance with Section 7.5.  All rights of the Secured Parties and the
security interests granted to the Administrative Agent (for its benefit and the
ratable benefit of each other Secured Party) hereunder, and all obligations of
the Grantor hereunder, shall, in each case, be absolute, unconditional and
irrevocable irrespective of:


(a)           any lack of validity, legality or
enforceability of any Loan Document;


(b)           the failure of any Secured Party (i)
to assert any claim or demand or to enforce any right or remedy against any
Obligor or any other Person (including any other Guarantor) under the
provisions of any Loan Document or otherwise, or (ii) to exercise any right or
remedy against any other guarantor (including any other Guarantor) of, or
collateral securing, any Obligations;


(c)           any change in the time, manner or
place of payment of, or in any other term of, all or any part of the
Obligations, or any other extension, compromise or renewal of any Obligation;


(d)           any reduction, limitation, impairment
or termination of any Obligations for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to (and the Grantor hereby waives any right to or claim of) any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability
of, or any other event or occurrence affecting, any Obligations or otherwise;


(e)           any amendment to, rescission, waiver,
or other modification of, or any consent to or departure from, any of the terms
of any Loan Document;


(f)            any addition, exchange or release of
any collateral or of any Person that is (or will become) a guarantor (including
the Grantor) of the Obligations, or any surrender



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or non-perfection
of any collateral, or any amendment to or waiver or release or addition to, or
consent to or departure from, any other guaranty held by any Secured Party
securing any of the Obligations; or


(g)           any other circumstance which might
otherwise constitute a defense available to, or a legal or equitable discharge
of, any Obligor, any surety or any guarantor.


ARTICLE III

REPRESENTATIONS AND WARRANTIES


In order to induce the Secured Parties to enter into
the Credit Agreement and make Credit Extensions thereunder, and to induce
Secured Parties to enter into Rate Protection Agreements, the Grantor
represents and warrants to each Secured Party as set forth below.


SECTION 3.1  As to Capital Securities of Subsidiaries.  With respect to any Subsidiary of the Grantor
that is


(a)           a corporation, business trust, joint
stock company or similar Person, all Capital Securities issued by such
Subsidiary are duly authorized and validly issued, fully paid and non-assessable,
and represented by a certificate; and


(b)           a partnership or limited liability
company, no Capital Securities issued by such Subsidiary (i) are dealt in
or traded on securities exchanges or in securities markets, (ii) expressly
provide that such Capital Securities are a security governed by Article 8
of the UCC or (iii) are held in a securities account.


The percentage of the issued and outstanding Capital
Securities of each Subsidiary pledged by the Grantor hereunder is as set forth
on Schedule I hereto.


SECTION 3.2  Grantor Name, Location, etc.  The jurisdiction in which the Grantor is
located for purposes of Sections 9-301 and 9-307 of the UCC is set
forth in Item A of Schedule II hereto. Set forth in Item B
of Schedule II is each location a secured party would have filed a UCC
financing statement in the last five years prior to the date hereof to perfect
a security interest in equipment, inventory and general intangibles owned by
the Grantor.  The Grantor does not have
any trade names other than those set forth in Item C of Schedule II
hereto.  During the four months preceding
the date hereof, the Grantor has not been known by any legal name different
from the one set forth on the signature page hereto, nor has the Grantor been
the subject of any merger or other corporate reorganization, except as set
forth in Item D of Schedule II hereto.  The name set forth on the signature page is
the true and correct name of the Grantor. 
The Grantor’s federal taxpayer identification number is (and, during the
four months preceding the date hereof, the Grantor has not had a federal
taxpayer identification number different from that) set forth in Item E
of Schedule II hereto.  The
Grantor is not a party to any material federal, state or local government
contract except as set forth in Item F of Schedule II
hereto.  The Grantor does not maintain
any deposit accounts with any Person except as set forth in Item G of Schedule
II hereto.



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SECTION 3.3  Ownership, No Liens, etc.  The Grantor owns its Collateral free and
clear of any Lien, except for (a) Liens created by this Security Agreement, (b)
Inchoate Liens and, (c) in the case of Collateral other than the Capital
Securities of each Subsidiary pledged hereunder, Liens permitted by Section
7.2.3 of the Credit Agreement.  No
effective financing statement or other filing similar in effect covering any
Collateral is on file in any recording office, except those filed in favor of
the Administrative Agent relating to this Security Agreement or those filed in
connection with Liens permitted by Section 7.2.3 of the Credit Agreement or as
to which a duly executed termination statement relating to such financing
statement or other instrument has been delivered to the Administrative Agent on
the Closing Date.


SECTION 3.4  Possession of Inventory, etc.  Except with respect to the Grantor’s
automated ice production and packaging system known under the Trademark “THE
ICE FACTORY”, the Grantor’s ice merchandisers located at certain of the Grantor’s
customer locations and the Grantor’s ice product inventory located at certain
third party warehouses, the Grantor agrees that it will maintain exclusive
possession of its goods, instruments, promissory notes and inventory, other
than (a) inventory in transit in the ordinary course of business, (b) inventory
which is in the possession or control of a warehouseman, bailee agent or other
Person (other than a Person controlled by or under common control with the
Grantor) that has been notified of the security interest created in favor of
the Secured Parties pursuant to this Security Agreement, and has agreed to hold
such inventory subject to the Secured Parties’ Lien and waive any Lien held by
it against such inventory, and (c) instruments or promissory notes that have
been delivered to the Administrative Agent pursuant to Section 3.5.


SECTION 3.5  Negotiable Documents, Instruments and
Chattel Paper.  The Grantor has
delivered to the Administrative Agent possession of all originals of all
negotiable documents, instruments, promissory notes and chattel paper owned or
held by the Grantor on the Closing Date with a value in excess of $500,000.


SECTION 3.6  Intellectual Property Collateral.  With respect to any Intellectual Property
Collateral the loss, impairment or infringement of which could reasonably be
expected to have a material adverse effect on the condition (financial or
otherwise), business, operations, assets, liabilities (contingent or otherwise)
or properties of the Obligors taken as a whole:


(a)           such Intellectual Property Collateral
is subsisting and has not been adjudged invalid or unenforceable, in whole or
in part;


(b)           such Intellectual Property Collateral
is valid and enforceable;


(c)           the Grantor has made all necessary
filings and recordations to protect its interest in such Intellectual Property
Collateral, including recordations of all of its interests in the Patent
Collateral and Trademark Collateral in the United States Patent and Trademark Office
and (subject to the terms of the Credit Agreement) in corresponding offices
throughout the world, and its claims to the Copyright Collateral in the United
States Copyright Office and (subject to the terms of the Credit Agreement) in
corresponding offices throughout the world;



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(d)           the Grantor is the exclusive owner of
the entire and unencumbered right, title and interest in and to such
Intellectual Property Collateral and no claim has been made that the use of
such Intellectual Property Collateral does or may violate the asserted rights
of any third party; and


(e)           the Grantor has performed and will
continue to perform all acts and has paid and will continue to pay all required
fees and taxes to maintain each and every such item of Intellectual Property Collateral
in full force and effect.


Except as would not have a Material Adverse Effect,
the Grantor owns directly or is entitled to use by license or otherwise, all
patents, Trademarks, Trade Secrets, copyrights, mask works, licenses,
technology, know-how, processes and rights with respect to any of the
foregoing used in, necessary for or of importance to the conduct of the Grantor’s
business.


SECTION 3.7  Validity, etc.  This Security Agreement creates a valid
security interest in the Collateral securing the payment of the
Obligations.  The Grantor has filed or
caused to be filed all Filing Statements in the appropriate offices therefor
(or has authenticated and delivered to the Administrative Agent Filing
Statements suitable for filing in such offices) and has taken all of the
actions necessary to create perfected and (in the case of Collateral consisting
of the Capital Securities of each Subsidiary pledged hereunder, subject to
Inchoate Liens, and in the case of all other Collateral, subject to Section 7.2.3
of the Credit Agreement) first-priority security interests in the
applicable Collateral (other than (i) Deposit Accounts, (ii) cash and (iii)
negotiable documents, instruments, promissory notes and chattel paper with a
value of less than $500,000).


SECTION 3.8  Authorization, Approval, etc.  Except as have been, or on the Effective Date
will be, obtained or made and are, or on the Effective Date will be, in full
force and effect and except (i) with respect to any securities issued by a
Subsidiary of the Grantor, as may be required in connection with a disposition
of such securities by laws affecting the offering and sale of securities
generally and (ii) any “change of control” or similar filings required by any
Governmental Authority, no authorization, approval or other action by, and no
notice to or filing with, any Governmental Authority is required either


(a)           for the grant by the Grantor of the
security interest granted hereby, the pledge by the Grantor of any Collateral
pursuant hereto or for the execution, delivery and performance of this Security
Agreement by the Grantor;


(b)           for the perfection of the
Administrative Agent of its rights hereunder (other than with respect to
filings for the perfection of security interests that will not be made on the Closing
Date but delivered to the Administrative Agent for filing on the Closing Date);
or


(c)           for the exercise by the
Administrative Agent of the voting or other rights provided for in this
Security Agreement.



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ARTICLE IV

COVENANTS


The Grantor covenants and agrees that, until the
Termination Date, the Grantor will perform, comply with and be bound by the
obligations set forth below.


SECTION 4.1  As to Investment Property, etc.


SECTION 4.1.1.  Capital Securities of Subsidiaries.  The Grantor will not allow any of its
Subsidiaries that is


(a)           a corporation, business trust, joint
stock company or similar Person, to issue uncertificated securities; and


(b)           a partnership or limited liability
company, to (i) issue Capital Securities that are to be dealt in or traded
on securities exchanges or in securities markets, (ii) expressly provide in its
Organic Documents that its Capital Securities are securities governed by
Article 8 of the UCC, or (iii) place such Subsidiary’s Capital Securities
in a securities account; provided that such Grantor may allow any
Subsidiaries to take any of the actions set forth in clauses (i), (ii) or (iii)
so long as the Administrative Agent has received evidence satisfactory to it
that it has a perfected, first-priority security interest in such Capital
Securities (subject to Inchoate Liens).


SECTION 4.1.2.  Investment Property (other than
Certificated Securities).  With
respect to any investment property (other than certificated securities) owned
by the Grantor, the Grantor will cause a Control Agreement relating to such
investment property to be executed and delivered by the Grantor and the
applicable financial intermediary in favor of the Administrative Agent.


SECTION 4.1.3.  Stock Powers, etc.  The Grantor agrees that all certificated
securities delivered by the Grantor pursuant to this Security Agreement will be
accompanied by duly executed undated blank stock powers, or other equivalent
instruments of transfer reasonably acceptable to the Administrative Agent.


SECTION 4.1.4.  Continuous Pledge.  The Grantor will (subject to the terms of the
Credit Agreement) deliver to the Administrative Agent and at all times keep
pledged to the Administrative Agent pursuant hereto, on a first-priority
(subject to Section 7.2.3 of the Credit Agreement), perfected basis all
investment property constituting Collateral, all payment intangibles to the
extent they are evidenced by a document, instrument, promissory note or chattel
paper and, following an Event of Default, all interest and principal with
respect to such payment intangibles, all Dividends and Distributions with
respect to investment property constituting Collateral, and all proceeds and
rights from time to time received by or distributable to the Grantor in respect
of any of the foregoing Collateral.  The
Grantor agrees that it will, promptly following receipt thereof, deliver to the
Administrative Agent possession of all originals of negotiable documents,
instruments, promissory notes and chattel paper with a value in excess of
$500,000 that it acquires following the Closing Date.


SECTION 4.1.5.  Voting Rights; Dividends, etc.  The Grantor agrees:



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(a)           promptly upon receipt of notice of
the occurrence and continuance of an Event of Default from the Administrative
Agent and without any request therefor by the Administrative Agent, so long as
such Event of Default shall continue, to deliver (properly endorsed where
required hereby or requested by the Administrative Agent) to the Administrative
Agent all Dividends and Distributions with respect to investment property, all
interest, principal, other cash payments on payment intangibles, and all
proceeds of the Collateral, in each case thereafter received by the Grantor,
all of which shall be held by the Administrative Agent as additional
Collateral; and


(b)           with respect to Collateral consisting
of general partner interests or limited liability company interests, to use
commercially reasonable efforts to permit modifications to the respective
Organic Documents to admit the Administrative Agent as a general partner or
member, respectively, immediately upon the occurrence and during the
continuance of an Event of Default and so long as the Administrative Agent has
notified the Grantor of the Administrative Agent’s intention to exercise its
voting power under this clause,


(i)            that the Administrative Agent may
exercise (to the exclusion of the Grantor) the voting power and all other
incidental rights of ownership with respect to any investment property
constituting Collateral and the Grantor hereby grants the Administrative Agent
an irrevocable proxy, exercisable under such circumstances, to vote such
investment property; and


(ii)           to promptly deliver to the
Administrative Agent such additional proxies and other documents as may be
necessary to allow the Administrative Agent to exercise such voting power.


All Dividends, Distributions, interest, principal,
cash payments, payment intangibles and proceeds which may at any time and from
time to time be held by the Grantor but which the Grantor is then obligated to
deliver to the Administrative Agent, shall, until delivery to the
Administrative Agent, be held by the Grantor separate and apart from its other
property in trust for the Administrative Agent. 
The Administrative Agent agrees that unless an Event of Default shall
have occurred and be continuing and the Administrative Agent shall have given
the notice referred to in clause (b), the Grantor will have the
exclusive voting power with respect to any investment property constituting
Collateral and the Administrative Agent will, upon the written request of the
Grantor, promptly deliver such proxies and other documents, if any, as shall be
reasonably requested by the Grantor which are necessary to allow the Grantor to
exercise that voting power; provided that no vote shall be cast, or
consent, waiver, or ratification given, or action taken by the Grantor that
would impair any such Collateral or be inconsistent with or violate any
provision of any Loan Document.


SECTION 4.2  Change of Name, etc. The Grantor will
not change its name or place of incorporation or organization or federal
taxpayer identification number except upon 30 days’ prior written notice (or
such shorter period as may be agreed to by the Administrative Agent) to the
Administrative Agent.  If the Grantor is
organized outside of the United States, it will not change its “location” as
determined in accordance with Sections 9-301 and 9-307 of the UCC and as set
forth in Item A of Schedule II hereto except upon 30 days’ prior written
notice (or 



 12
 








such shorter period as may be agreed to by the
Administrative Agent) to the Administrative Agent.


SECTION 4.3  As to Receivables.


(a)           The Grantor shall have the right to
collect all Receivables so long as no Event of Default shall have occurred and
be continuing.


(b)           Upon (i) the occurrence and
continuance of an Event of Default and (ii) the delivery of written notice by
the Administrative Agent to the Grantor, all proceeds of Collateral received by
the Grantor shall be delivered in kind to the Administrative Agent for deposit
to a deposit account (the “Collateral Account”) of the Grantor
maintained with the Administrative Agent, and the Grantor shall not commingle
any such proceeds, and shall hold separate and apart from all other property,
all such proceeds in express trust for the 
benefit of the Administrative Agent until delivery thereof is made to
the Administrative Agent.


(c)           Following the delivery of notice
pursuant to clause (b)(ii) of this Section, the Administrative Agent
shall have the right to apply any amount in the Collateral Account to the
payment of any Obligations which are due and payable.


(d)           With respect to the Collateral
Account, it is hereby confirmed and agreed that (i) deposits in each Collateral
Account are subject to a security interest as contemplated hereby, (ii) each
such Collateral Account shall be under the control of the Administrative Agent
and (iii) the Administrative Agent shall have the sole right of withdrawal over
such Collateral Account.


SECTION 4.4  As to Collateral.


(a)           Subject to clause (b) of this
Section, the Grantor (i) may in the ordinary course of its business, at its own
expense, sell, lease or furnish under the contracts of service any of the
inventory normally held by the Grantor for such purpose, and use and consume,
in the ordinary course of its business, any raw materials, work in process or
materials normally held by the Grantor for such purpose, (ii) will, at its own
expense, endeavor to collect, as and when due, all amounts due with respect to
any of the Collateral, including the taking of such action with respect to such
collection as the Administrative Agent may reasonably request following the
occurrence of an Event of Default or, in the absence of such request, as the Grantor
may deem advisable, and (iii) may grant, in the ordinary course of business, to
any party obligated on any of the Collateral, any rebate, refund or allowance
to which such party may be lawfully entitled, and may accept, in connection
therewith, the return of goods, the sale or lease of which shall have given
rise to such Collateral.


(b)           At any time following the occurrence
and during the continuance of an Event of Default, whether before or after the
maturity of any of the Obligations, the Administrative Agent may (i) revoke any
or all of the rights of the Grantor set forth in clause (a), (ii) notify
any parties obligated on any of the Collateral to make payment to the
Administrative Agent of any amounts due or to become due thereunder and (iii) 



 13
 








enforce collection of any
of the Collateral by suit or otherwise and surrender, release, or exchange all
or any part thereof, or compromise or extend or renew for any period (whether
or not longer than the original period) any indebtedness thereunder or evidenced
thereby.


(c)           Upon request of the Administrative
Agent following the occurrence and during the continuance of an Event of
Default, the Grantor will, at its own expense, notify any parties obligated on
any of the Collateral to make payment to the Administrative Agent of any
amounts due or to become due thereunder.


(d)           At any time following the occurrence
and during the continuation of an Event of Default, the Administrative Agent
may endorse, in the name of the Grantor, any item, howsoever received by the Administrative
Agent, representing any payment on or other proceeds of any of the Collateral.


SECTION 4.5  As to Intellectual Property Collateral.  The Grantor covenants and agrees to comply
with the following provisions as such provisions relate to any Intellectual
Property Collateral material to the condition (financial or otherwise),
business, operations, assets, liabilities (contingent or otherwise) or
properties of the Obligors taken as a whole:


(a)           the Grantor will not (i) do or fail
to perform any act whereby any of the Patent Collateral may lapse or become
abandoned or dedicated to the public or unenforceable, (ii) permit any of its
licensees to (A) fail to continue to use any of the Trademark Collateral in
order to maintain all of the Trademark Collateral in full force free from any
claim of abandonment for non-use, (B) fail to maintain as in the past the
quality of products and services offered under all of the Trademark Collateral,
(C) fail to employ all of the Trademark Collateral registered with any federal
or state or foreign authority with an appropriate notice of such registration,
(D) adopt or use any other Trademark which is confusingly similar or a
colorable imitation of any of the Trademark Collateral, (E) use any of the
Trademark Collateral registered with any federal, state or foreign authority
except for the uses for which registration or application for registration of
all of the Trademark Collateral has been made or (F) do or permit any act or
knowingly omit to do any act whereby any of the Trademark Collateral may lapse
or become invalid or unenforceable, or (iii) do or permit any act or knowingly
omit to do any act whereby any of the Copyright Collateral or any of the Trade
Secrets Collateral may lapse or become invalid or unenforceable or placed in
the public domain except upon expiration of the end of an unrenewable term of a
registration thereof, unless, in the case of any of the foregoing requirements
in clauses (i), (ii) and (iii), the Grantor shall either
(x) reasonably and in good faith determine that any of such Intellectual
Property Collateral is of negligible economic value to the Grantor, or (y) have
a valid business purpose to do otherwise;


(b)           the Grantor shall promptly notify the
Administrative Agent if it knows, or has reason to know, that any application
or registration relating to any material item of the Intellectual Property
Collateral may become abandoned or dedicated to the public or placed in the
public domain or invalid or unenforceable, or of any adverse determination or
development (including the institution of, or any such determination or
development 



 14
 








in, any proceeding in the
United States Patent and Trademark Office, the United States Copyright Office
or any foreign counterpart thereof or any court) regarding the Grantor’s
ownership of any of the Intellectual Property Collateral, its right to register
the same or to keep and maintain and enforce the same;


(c)           the Grantor will take all necessary
steps, including in any proceeding before the United States Patent and
Trademark Office, the United States Copyright Office or (subject to the terms
of the Credit Agreement) any similar office or agency in any other country or
any political subdivision thereof, to maintain and pursue any application (and
to obtain the relevant registration) filed with respect to, and to maintain any
registration of, the Intellectual Property Collateral, including the filing of
applications for renewal, affidavits of use, affidavits of incontestability and
opposition, interference and cancellation proceedings and the payment of fees
and taxes (except to the extent that dedication, abandonment or invalidation is
permitted under the foregoing clause (a) or (b)); and


(d)           on the Closing Date (and thereafter
upon the request of the Administrative Agent; provided that, unless an
Event of Default has occurred and is continuing, such request shall be made no
more than once in any period of 12 consecutive months) the Grantor will
promptly 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 the forms of Exhibit A, Exhibit
B and Exhibit C hereto following its obtaining an interest in any
such Intellectual Property, and shall execute and deliver to the Administrative
Agent any other document required to acknowledge or register or perfect the
Administrative Agent’s interest in any part of such item of Intellectual
Property Collateral unless the Grantor shall determine in good faith (with the
consent of the Administrative Agent, which consent shall not be unreasonably
withheld or delayed) that any Intellectual Property Collateral is of negligible
economic value to the Grantor.


SECTION 4.6  Further Assurances, etc.  The Grantor agrees that, from time to time at
its own expense, it will promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or that the
Administrative Agent may reasonably request, in order to perfect, preserve and
protect any security interest granted or purported to be granted hereby or to
enable the Administrative Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. 
Without limiting the generality of the foregoing, the Grantor will


(a)           from time to time upon the request of
the Administrative Agent, promptly deliver to the Administrative Agent such
stock powers, instruments and similar documents, reasonably satisfactory in
form and substance to the Administrative Agent, with respect to such Collateral
as the Administrative Agent may reasonably request and will, from time to time
upon the request of the Administrative Agent after the occurrence and during
the continuance of any Event of Default promptly transfer any securities
constituting Collateral into the name of any nominee designated by the
Administrative Agent; if any Collateral shall be evidenced by an instrument,
negotiable document, promissory note or chattel paper with a value in excess of
$500,000, deliver and pledge to 



 15
 








the Administrative Agent
hereunder such instrument, negotiable document, promissory note or chattel
paper duly endorsed and accompanied by duly executed instruments of transfer or
assignment, all in form and substance reasonably satisfactory to the
Administrative Agent;


(b)           file (or cause to be filed) such
Filing Statements or continuation statements, or amendments thereto, and such
other instruments or notices (including any assignment of claim form under or
pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any
successor or amended version thereof or any regulation promulgated under or
pursuant to any version thereof), as the Administrative Agent may reasonably
request in order to perfect and preserve the security interests and other
rights granted or purported to be granted to the Administrative Agent hereby;


(c)           deliver to the Administrative Agent
and at all times keep pledged to the Administrative Agent pursuant hereto, on a
first-priority (subject to Section 7.2.3 of the Credit Agreement),
perfected basis, at the reasonable request of the Administrative Agent, all
investment property constituting Collateral, all Distributions with respect
thereto, and after an Event of Default, all Dividends and all interest and principal
with respect to promissory notes, and all proceeds and rights from time to time
received by or distributable to the Grantor in respect of any of the foregoing
Collateral;


(d)           furnish to the Administrative Agent,
from time to time at the Administrative Agent’s request, statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Administrative Agent may
reasonably request, all in reasonable detail;


(e)           do all things reasonably requested by
the Administrative Agent in order to enable the Administrative Agent to have
control (as such term is defined in Article 8 and Article 9 of any
applicable Uniform Commercial Code relevant to the creation, perfection or
priority of Collateral consisting of deposit accounts, accounts and letter of
credit rights) over any Collateral; and


(f)            notify the Administrative Agent if
the Grantor reasonably believes it is entitled to recover a commercial tort
claim the value of which is in excess of $1,000,000  and the Grantor take all such action
reasonably requested by the Administrative Agent to grant to the Administrative
Agent and perfect a security interest in such commercial tort claim.


With respect to the foregoing and the grant of the
security interest hereunder, the Grantor hereby authorizes the Administrative
Agent to file one or more financing or continuation statements, and amendments
thereto, relative to all or any part of the Collateral.  The Grantor agrees that a carbon,
photographic or other reproduction of this Security Agreement or any financing
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by law.



 16
 








ARTICLE V

THE ADMINISTRATIVE AGENT


SECTION 5.1  Administrative Agent Appointed
Attorney-in-Fact.  The Grantor hereby
irrevocably appoints the Administrative Agent its attorney-in-fact, with full
authority in the place and stead of the Grantor and in the name of the Grantor
or otherwise, from time to time in the Administrative Agent’s discretion,
following the occurrence and during the continuance of an Event of Default, to
take any action and to execute any instrument which the Administrative Agent
may deem necessary or advisable to accomplish the purposes of this Security Agreement,
including:


(a)           to ask, demand, collect, sue for,
recover, compromise, receive and give acquittance and receipts for moneys due
and to become due under or in respect of any of the Collateral;


(b)           to receive, endorse, and collect any
drafts or other instruments, documents and chattel paper, in connection with clause
(a) above;


(c)           to file any claims or take any action
or institute any proceedings which the Administrative Agent may deem necessary
or desirable for the collection of any of the Collateral or otherwise to
enforce the rights of the Administrative Agent with respect to any of the
Collateral; and


(d)           to perform the affirmative
obligations of the Grantor hereunder.


The Grantor hereby acknowledges, consents and agrees
that the power of attorney granted pursuant to this Section is irrevocable and
coupled with an interest.


SECTION 5.2  Administrative Agent May Perform.  If the Grantor fails to perform any agreement
contained herein, upon the occurrence and during the continuance of any Event
of Default, the Administrative Agent may itself perform, or cause performance
of, such agreement, and the expenses of the Administrative Agent incurred in
connection therewith shall be payable by the Grantor pursuant to Section 4.7 of
the Credit Agreement.


SECTION 5.3  Administrative Agent Has No Duty.  The powers conferred on the Administrative
Agent hereunder are solely to protect its interest (on behalf of the Secured
Parties) in the Collateral and shall not impose any duty on it to exercise any
such powers.  Except for reasonable care
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Administrative Agent shall have no duty as to any
Collateral or responsibility for


(a)           ascertaining or taking action with respect
to calls, conversions, exchanges, maturities, tenders or other matters relative
to any investment property, whether or not the Administrative Agent has or is
deemed to have knowledge of such matters, or


(b)           taking any necessary steps to
preserve rights against prior parties or any other rights pertaining to any
Collateral.



 17
 








SECTION 5.4  Reasonable Care.  The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; provided that the Administrative Agent
shall be deemed to have exercised reasonable care in the custody and
preservation of any of the Collateral, if it takes such action for that purpose
as the Grantor reasonably requests in writing at times other than upon the occurrence
and during the continuance of any Event of Default, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.


ARTICLE VI

REMEDIES


SECTION 6.1  Certain Remedies.  If any Event of Default shall have occurred
and be continuing:


(a)           The Administrative Agent may exercise
in respect of the Collateral, in addition to other rights and remedies provided
for herein or otherwise available to it, all the rights and remedies of a
secured party on default under the UCC (whether or not the UCC applies to the
affected Collateral) and also may


(i)            require the Grantor to, and the
Grantor hereby agrees that it will, at its expense and upon request of the
Administrative Agent forthwith, assemble all or part of the Collateral as
directed by the Administrative Agent and make it available to the
Administrative Agent at a place to be designated by the Administrative Agent
which is reasonably convenient to both parties, and


(ii)           without notice except as specified
below, sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of the Administrative Agent’s offices or elsewhere, for
cash, on credit or for future delivery, and upon such other terms as the
Administrative Agent may deem commercially reasonable.  The Grantor agrees that, to the extent notice
of sale shall be required by law, at least ten days prior notice to the Grantor
of the time and place of any public sale or the time after which any private
sale is to be made shall constitute reasonable notification.  The Administrative Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given.  The Administrative Agent may
adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.


(b)           All cash proceeds received by the
Administrative Agent in respect of any sale of, collection from, or other
realization upon, all or any part of the Collateral shall be applied by the
Administrative Agent against, all or any part of the Obligations as set forth
in Section 4.7 of the Credit Agreement.


(c)           The Administrative Agent may



 18
 








(i)            transfer all or any part of the
Collateral into the name of the Administrative Agent or its nominee, with or
without disclosing that such Collateral is subject to the Lien hereunder,


(ii)           notify the parties obligated on any
of the Collateral to make payment to the Administrative Agent of any amount due
or to become due thereunder,


(iii)          enforce collection of any of the
Collateral by suit or otherwise, and surrender, release or exchange all or any
part thereof, or compromise or extend or renew for any period (whether or not
longer than the original period) any obligations of any nature of any party
with respect thereto,


(iv)          endorse any checks, drafts, or other
writings in the Grantor’s name to allow collection of the Collateral,


(v)           take control of any proceeds of the
Collateral, and


(vi)          execute (in the name, place and stead
of the Grantor) endorsements, assignments, stock powers and other instruments
of conveyance or transfer with respect to all or any of the Collateral.


SECTION 6.2  Securities Laws.  If the Administrative Agent shall determine
to exercise its right to sell all or any of the Capital Securities that are
Collateral pursuant to Section 6.1, the Grantor agrees that, upon
request of the Administrative Agent, the Grantor will, at its own expense, use
commercially reasonable efforts to:


(a)           execute and deliver, and cause (or,
with respect to any issuer which is not a Subsidiary of the Grantor, use its
best efforts to cause) each issuer of the Collateral contemplated to be sold
and the directors and officers thereof to execute and deliver, all such
instruments and documents, and do or cause to be done all such other acts and
things, as may be necessary or, in the opinion of the Administrative Agent,
advisable to register the sale of such Capital Securities under the provisions
of the Securities Act of 1933, as from time to time amended (the “Securities
Act”), and cause the registration statement relating thereto to become
effective and to remain effective for such period as prospectuses are required
by law to be furnished, and to make all amendments and supplements thereto and
to the related prospectus which, in the reasonable opinion of the
Administrative Agent, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of the SEC
applicable thereto;


(b)           use commercially reasonable efforts
to qualify such Capital Securities for sale under the state securities or “Blue
Sky” laws and to obtain all necessary governmental approvals for the sale of
such Capital Securities, as requested by the Administrative Agent;


(c)           cause (or, with respect to any issuer
which is not a Subsidiary of the Grantor, use its best efforts to cause) each
such issuer to make available to its security 



 19
 








holders, as soon as
practicable, an earnings statement that will satisfy the provisions of Section
11(a) of the Securities Act; and


(d)           do or cause to be done all such other
acts and things as may be necessary to make such sale of the Collateral or any
part thereof valid and binding and in compliance with applicable law.


SECTION 6.3  Compliance with Restrictions.  The Grantor agrees that in any sale of any of
the Collateral whenever an Event of Default shall have occurred and be
continuing, the Administrative Agent is hereby authorized to comply with any
limitation or restriction in connection with such sale as it may be advised by
counsel is necessary in order to (i) avoid any violation of applicable law
(including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications, and restrict such prospective bidders
and purchasers to Persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or
resale of such Collateral), or (ii) obtain any required approval of the sale or
of the purchaser by any Governmental Authority or official, and the Grantor
further agrees that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner,
nor shall the Administrative Agent be liable nor accountable to the Grantor for
any discount allowed by the reason of the fact that such Collateral is sold in
compliance with any such limitation or restriction.


SECTION 6.4  Protection of Collateral.  The Administrative Agent may from time to
time, at its option, perform any act which the Grantor fails to perform after
being requested in writing so to perform (it being understood that no such
request need be given after the occurrence and during the continuance of an
Event of Default) and the Administrative Agent may from time to time take any
other action which the Administrative Agent reasonably deems necessary for the
maintenance, preservation or protection of any of the Collateral or of its
security interest therein.


ARTICLE VII

MISCELLANEOUS PROVISIONS


SECTION 7.1  Loan Document.  This Security Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof, including Article X thereof.


SECTION 7.2  Binding on Successors, Transferees and
Assigns; Assignment.  This Security
Agreement shall remain in full force and effect until the Termination Date has
occurred, shall be binding upon the Grantor and its successors, transferees and
assigns and shall inure to the benefit of and be enforceable by each Secured
Party and its successors, transferees and assigns.


SECTION 7.3  Amendments, etc.  No amendment to or waiver of any provision of
this Security Agreement, nor consent to any departure by the Grantor from its
obligations under this 



 20
 








Security Agreement, shall in any event be effective
unless the same shall be in writing and signed by the Administrative Agent (on
behalf of the Lenders or the Required Lenders, as the case may be, pursuant to
Section 10.1 of the Credit Agreement) and the Grantor and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.


SECTION 7.4  Notices.  All notices and other communications provided
for hereunder shall be in writing or by facsimile and addressed, delivered or
transmitted to the appropriate party at the address or facsimile number of such
party specified in the Credit Agreement or at such other address or facsimile
number as may be designated by such party in a notice to the other party.  Any notice or other communication, if mailed
and properly addressed with postage prepaid or if properly addressed and sent
by pre-paid courier service, shall be deemed given when received; any such
notice or other communication, if transmitted by facsimile, shall be deemed
given when transmitted and electronically confirmed.


SECTION 7.5  Release of Liens.  Upon (a) the Disposition of Collateral not in
contravention of the Credit Agreement or (b) the occurrence of the Termination
Date, the security interests granted herein shall automatically terminate with
respect to (i) such Collateral (in the case of clause (a)) or (ii) all
Collateral (in the case of clause (b)). 
Upon any such Disposition or termination, the Administrative Agent will,
at the Grantor’s sole expense, deliver to the Grantor, without any
representations, warranties or recourse of any kind whatsoever, (i) such
Collateral (in the case of clause (a)) or (ii) all Collateral (in the
case of clause (b)) held by the Administrative Agent hereunder, and
execute and deliver to the Grantor such documents as the Grantor shall
reasonably request to evidence such termination.


SECTION 7.6  No Waiver; Remedies.  No failure on the part of any Secured Party
to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.


SECTION 7.7  Headings.  The various headings of this Security
Agreement are inserted for convenience only and shall not affect the meaning or
interpretation of this Security Agreement or any provisions thereof.


SECTION 7.8  Severability.  Any provision of this Security Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
of this Security Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.


SECTION 7.9  Governing Law, Entire Agreement, etc.  THIS SECURITY AGREEMENT SHALL 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), EXCEPT TO THE EXTENT THAT
THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR 



 21
 








REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK.  This Security Agreement and
the other Loan Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and thereof and supersede any
prior agreements, written or oral, with respect thereto.


SECTION 7.10  Counterparts.  This Security Agreement may be executed by
the parties hereto in several counterparts, each of which shall be deemed to 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 Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement.


SECTION 7.11  Foreign Pledge Agreements.  Without limiting any of the rights, remedies,
privileges or benefits provided hereunder to the Administrative Agent for its
benefit and the ratable benefit of the other Secured Parties, the Grantor and
the Administrative Agent hereby agree that the terms and provisions of this
Security Agreement in respect of any Collateral subject to the pledge or other
Lien of a Foreign Pledge Agreement are, and shall be deemed to be, supplemental
and in addition to the rights, remedies, privileges and benefits provided to
the Administrative Agent and the other Secured Parties under such Foreign
Pledge Agreement and under applicable law to the extent consistent with
applicable law; provided that in the event that the terms of this
Security Agreement conflict or are inconsistent with the applicable Foreign
Pledge Agreement or applicable law governing such Foreign Pledge Agreement, (i)
to the extent that the provisions of such Foreign Pledge Agreement or
applicable foreign law are, under applicable foreign law, necessary for the
creation, perfection or priority of the security interests in the Collateral
subject to such Foreign Pledge Agreement, the terms of such Foreign Pledge
Agreement or such applicable law shall be controlling and (ii) otherwise, the
terms hereof shall be controlling.


SECTION 7.12  Effect of Amendment and Restatement of the
Existing Security Agreements.  On the
date of the effectiveness of this Security Agreement, each Existing Security
Agreement shall be amended, restated, consolidated and combined in its entirety
to read as set forth in this Security Agreement.  The Grantor enters into this Security
Agreement as an existing grantor under the Existing Subsidiary Pledge and Security
Agreement, as a successor in interest to each of the Target Subsidiaries under
the Existing Subsidiary Pledge and Security Agreement and as a successor in
interest to the Existing Borrower under the Existing Borrower Pledge and
Security Agreement.  The parties hereto
acknowledge and agree that the Liens and security interests as granted under
the Existing Security Agreements securing payment of the “Obligations” (as
defined in the Existing Credit Agreement) are in all respects continuing and in
full force and effect (as assigned to the Administrative Agent for the benefit
of the Secured Parties pursuant to this Security Agreement) and shall hereafter
be governed by this Security Agreement.



 22















IN WITNESS WHEREOF, each of the parties hereto has
caused this Security Agreement to be duly executed and delivered by its
Authorized Officer as of the date first above written.


	
  

  	
  REDDY ICE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven J. Janusek

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Steven J. Janusek

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Chief Financial and Accounting Officer

  



 













 


	
  

  	
  CREDIT SUISSE, CAYMAN ISLANDS 

  
	
   

  	
  BRANCH,

  
	
   

  	
    as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rianka Mohan

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Rianka Mohan

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denise L. Alvarez

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Denise L. Alvarez

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Associate