EXHIBIT 10.1


 


EXECUTION COPY


 


$151,000,000

principal amount at maturity


 


Reddy Ice Holdings, Inc.


 


101⁄2% Senior Discount Notes Due 2012


 


PURCHASE AGREEMENT


 


October 19, 2004


 


	
  Credit Suisse First Boston LLC

  
	
  CIBC World Markets Corp.

  
	
  Bear, Stearns &
  Co. Inc.,

  
	
   

  	
  c/o Credit Suisse First Boston LLC,

  
	
   

  	
  Eleven Madison Avenue,

  
	
   

  	
  New York, N.Y. 10010-3629

  



 


Dear Sirs:


 


1.  Introductory.  Reddy Ice Holdings, Inc., a Delaware
corporation (the “Company”),
proposes, subject to the terms and conditions stated herein, to issue and sell
to Credit Suisse First Boston LLC (“CSFB”),
CIBC World Markets Corp. (“CIBC”)
and Bear, Stearns & Co. Inc. (together with CSFB and CIBC, the “Purchasers”) $151,000,000 aggregate
principal amount at maturity of its 101⁄2% Senior Discount Notes Due
2012 (the “Offered Securities”).  The Offered Securities are to be issued
pursuant to an indenture (the “Indenture”)
to be dated as of October 27, 2004 (the “Closing
Date”), between the Company and U.S. Bank National Association, as
trustee (the “Trustee”) on a
private placement basis pursuant to an exemption under Section 4(2) of the
United States Securities Act of 1933 (the “Securities
Act”).


 


The Company hereby agrees with the several Purchasers as follows:


 


2.  Representations and Warranties of the Company.  The Company represents and warrants to, and
agrees with, the several Purchasers that:


 


(a)  A preliminary offering circular and an
offering circular relating to the Offered Securities to be purchased by the
Purchasers have been prepared by the Company. Such preliminary offering
circular (the “Preliminary Offering Circular”)
and offering circular (the “Offering Circular”),
as supplemented as of the date of this Agreement, together with any other
document approved by the Company for use in connection with the contemplated
resale of the Offered Securities, are hereinafter collectively referred to as
the “Offering Document”. On the
date of this Agreement, the Offering Document does not include any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The preceding sentence does not apply to
statements in or omissions from the Offering Document based upon written
information furnished to the Company by any Purchaser through CSFB specifically
for use therein, it being understood and agreed that the only such information
is that described as such in Section 7(b) hereof.


 





















 


(b)  The Company is subject to the reporting
requirements of either Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 and files reports with the Commission on the Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system.


 


(c)  The Company has been duly incorporated and is
an existing corporation in good standing under the laws of the State of
Delaware, with power and authority (corporate and other) to own its properties
and conduct its business as described in the Offering Document; and the Company
is duly qualified to do business as a foreign corporation in good standing in
all other jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification.


 


(d)  Each subsidiary of the Company has been duly
incorporated and is an existing corporation in good standing under the laws of
the jurisdiction of its incorporation, with power and authority (corporate and
other) to own its properties and conduct its business as described in the
Offering Document; and each subsidiary of the Company is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions
in which its ownership or lease of property or the conduct of its business
requires such qualification, except where the failure to be in good standing or
so qualified (i) could not reasonably be expected to have a material adverse
effect on the performance of this Agreement or the consummation of any of the
transactions contemplated hereby or (ii) could not reasonably be expected to
have a Material Adverse Effect; all of the issued and outstanding capital stock
of each subsidiary of the Company has been duly authorized and validly issued
and is fully paid and nonassessable; and the capital stock of each subsidiary
owned by the Company, directly or through subsidiaries, is owned free from
liens (except as described in the Offering Document), encumbrances and defects.


 


(e)  On the Closing Date, the Indenture will be
duly authorized by the Company; on the Closing Date, the Offered Securities
will be duly authorized by the Company; and when the Offered Securities are
delivered and paid for pursuant to this Agreement and the Indenture on the
Closing Date, the Indenture will have been duly executed and delivered by the Company,
such Offered Securities will have been duly executed, authenticated, issued and
delivered by the Company and will conform to the description thereof contained
in the Offering Document and the Indenture and such Offered Securities will
constitute valid and legally binding obligations of the Company, enforceable in
accordance with their terms and entitled to the benefits of the Indenture,
subject to the effects of bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or similar laws of general applicability relating to
or affecting creditors’ rights and to general equity principles.


 


(f)  On the Closing Date, the Exchange Securities (as
defined in the Registration Rights Agreement) will have been duly authorized by
the Company.  When the Exchange
Securities are issued, executed and authenticated in accordance with the terms
of the Exchange Offer (as defined in the Registration Rights Agreement) and the
Indenture, the Exchange Securities will be entitled to the benefits of the
Indenture and will be the valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to the effects of
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles.


 


(g)  Except as disclosed in the Offering Document,
there are no contracts, agreements or understandings between the Company and
any person that would give rise to a valid claim against the Company or any Purchaser
for a brokerage commission, finder’s fee or other like payment in connection
with the offering of the Offered Securities.


 


(h)  No consent, approval, authorization, or order
of, or filing with, any governmental agency or body or any court is required
for the consummation of the transactions contemplated by


 


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this Agreement
and the Registration Rights Agreement dated the date hereof among the Company
and the Purchasers (the “Registration Rights
Agreement”) in connection with the issuance and sale of the Offered
Securities by the Company, except for the order of the Commission declaring the
Exchange Offer Registration Statement or the Shelf Registration Statement (each
as defined in the Registration Rights Agreement) effective.


 


(i)  The execution, delivery and performance by
the Company of each of the Indenture, this Agreement and the Registration Rights
Agreement, and the issuance and sale of the Offered Securities and compliance
with the terms and provisions thereof will not result in a breach or violation
of any of the terms and provisions of, or constitute a default under, any
statute, rule, regulation or order of any governmental agency or body or any
court, domestic or foreign, that has jurisdiction over the Company or any of
the Company’s subsidiaries or any of their properties, or, subject to the
execution of the amendment to the Credit Agreement (as defined) pursuant to Section
6(m) of this Agreement, any agreement or instrument to which the Company or any
such subsidiary is a party or by which the Company or any such subsidiary is
bound or to which any of the properties of the Company or any such subsidiary is
subject, or the charter, by-laws or similar governing documents of the Company
or any such subsidiary; and the Company has full corporate power and authority
to authorize, issue and sell the Offered Securities as contemplated by this
Agreement.


 


(j)  This Agreement and the Registration Rights
Agreement have been duly authorized by the Company.  This Agreement has been and, as of the
Closing Date, the Registration Rights Agreement will have been duly executed
and delivered by the Company.  This
Agreement and the Registration Rights Agreement conform or will conform to the
descriptions thereof contained in the Offering Document and this Agreement constitutes
and the Registration Rights Agreement will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their respective
terms, except that any rights to indemnity and contribution may be limited by
federal and state securities laws and public policy considerations and subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles.


 


(k)  Except as disclosed in the Offering Document,
the Company and its subsidiaries have good and marketable title to all real
properties and all other properties and assets owned by them, in each case free
from liens, encumbrances and defects that would materially affect the value
thereof or materially interfere with the use made or to be made thereof by
them; and except as disclosed in the Offering Document, the Company and its
subsidiaries hold any leased real or personal property under valid and
enforceable leases with no exceptions that would materially interfere with the
use made or to be made thereof by them.


 


(l)  The Company and its subsidiaries possess
adequate certificates, authorities or permits issued by appropriate
governmental agencies or bodies necessary to conduct the business now operated
by them and have not received any notice of proceedings relating to the
revocation or modification of any such certificate, authority or permit that,
if determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the
condition (financial or other), business, properties or results of operations
of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).


 


(m)  No labor dispute with the employees of the
Company or any subsidiary exists or, to the knowledge of the Company, is
imminent that might have a Material Adverse Effect.


 


(n)  The Company and its subsidiaries own, possess
or can acquire on reasonable terms, adequate trademarks, trade names and other
rights to inventions, know-how, patents, copyrights, confidential information
and other intellectual property (collectively, “intellectual property rights”)


 


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necessary to
conduct the business now operated by them, or presently employed by them, and
have not received any notice of infringement of or conflict with asserted
rights of others with respect to any intellectual property rights that, if
determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a Material Adverse Effect.


 


(o)  Except as disclosed in the Offering Document,
neither the Company nor any of its subsidiaries is in violation of any statute,
any rule, regulation, decision or order of any governmental agency or body or
any court, domestic or foreign, relating to the use, disposal or release of
hazardous or toxic substances or relating to the protection or restoration of
the environment or human exposure to hazardous or toxic substances
(collectively, “environmental laws”),
owns or operates any real property contaminated with any substance that is
subject to any environmental laws, is liable for any off-site disposal or
contamination pursuant to any environmental laws, or is subject to any claim
relating to any environmental laws, which violation, contamination, liability
or claim would individually or in the aggregate have a Material Adverse Effect;
and the Company is not aware of any pending investigation which might lead to
such a claim.


 


(p)  Except as disclosed in the Offering Document,
there are no pending actions, suits or proceedings against or affecting the
Company or any of the Company’s subsidiaries or any of their respective
properties that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a Material Adverse
Effect, or would materially and adversely affect the ability of the Company to
perform its obligations under this Agreement, the Registration Rights Agreement
or the Indenture, or which are otherwise material in the context of the sale of
the Offered Securities; and no such actions, suits or proceedings are
threatened or, to the knowledge of the Company, contemplated.


 


(q)  The financial statements included in the
Offering Document present fairly the financial position of (i) the Company and
its consolidated subsidiaries as of the dates shown and their results of
operations and cash flows for the periods shown, and (ii) Triangle Ice Co.,
Inc. and its consolidated subsidiaries as of the dates shown and their results
of operations and cash flows for the periods shown, and in the cases of clauses
(i) and (ii), such financial statements have been prepared in conformity with
the generally accepted accounting principles in the United States applied on a
consistent basis; and the assumptions used in preparing the pro forma financial
statements and other pro forma information included in the Offering Document
provide a reasonable basis for presenting the significant effects directly
attributable to the transactions or events described therein, the related pro
forma adjustments give appropriate effect to those assumptions, and the pro
forma columns therein reflect the proper application of those adjustments to
the corresponding historical financial statement amounts.


 


(r)  Except as disclosed in the Offering Document,
since the date of the latest audited financial statements included in the
Offering Document there has been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties or results of operations
of the Company and its subsidiaries taken as a whole, and, except as disclosed
in or contemplated by the Offering Document, there has been no dividend or
distribution of any kind declared, paid or made by the Company on any class of
its capital stock.


 


(s)  Neither the Company nor any of its
subsidiaries is an open-end investment company, unit investment trust or
face-amount certificate company that is or is required to be registered under
Section 8 of the United States Investment Company Act of 1940 (the “Investment Company Act”); and neither the
Company nor any of its subsidiaries is, and after giving effect to the offering
and sale of the Offered Securities, and the application of the proceeds thereof
as described in the Offering Document, will be, an “investment company” as defined
in the Investment Company Act.


 


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(t)  No securities of the same class (within the
meaning of Rule 144A(d)(3) under the Securities Act) as the Offered
Securities are listed on any national securities exchange registered under
Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer
quotation system.


 


(u)  The offer and sale of the Offered Securities
in the manner contemplated by this Agreement will be exempt from the
registration requirements of the Securities Act by reason of Section 4(2)
thereof and Regulation S thereunder; and it is not necessary to qualify an
indenture in respect of the Offered Securities under the United States Trust
Indenture Act of 1939, as amended (the “Trust
Indenture Act”).


 


(v)  Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf (i) has, within
the six-month period prior to the date hereof, offered or sold in the United
States or to any U.S. person (as such terms are defined in Regulation S
under the Securities Act) the Offered Securities or any security of the same
class or series as the Offered Securities or (ii) has offered or will
offer or sell the Offered Securities (A) in the United States by means of
any form of general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act or (B) with respect to any such securities
sold in reliance on Rule 903 of Regulation S (“Regulation S”) under the Securities Act, by means of any
directed selling efforts within the meaning of Rule 902(c) of Regulation S.  The Company and its affiliates and any person
acting on its or their behalf have complied and will comply with the offering
restrictions requirement of Regulation S.  Neither the Company nor any of the Company’s
subsidiaries has entered or will enter into any contractual arrangement with
respect to the distribution of the Offered Securities except for this
Agreement.  The entities listed on
Schedule B hereto are the only subsidiaries, direct or indirect, of the
Company.


 


(w)  On the Closing Date, the Indenture will
conform in all material respects to the requirements of the Trust Indenture
Act, and the rules and regulations of the Commission applicable to an indenture
which is qualified thereunder.


 


(x)  Neither the Company nor any of its
subsidiaries is in violation of its respective charter or by-laws or in default
in the performance of any obligation, agreement, covenant or condition
contained in any indenture, loan agreement, mortgage, lease or other agreement
or instrument that is material to the Company and its subsidiaries, taken as a
whole, to which the Company or any of its subsidiaries is a party or by which
the Company or its subsidiaries or their respective property is, bound.


 


(y)  There are no contracts, agreements or
understandings between the Company or any of its subsidiaries and any person
granting such person the right to require the Company or any of its
subsidiaries to include securities of the Company or any of its subsidiaries
with the Securities (as defined in Registration Rights Agreement) registered
pursuant to any Registration Statement (as defined in the Registration Rights
Agreement), and other than as contained in the Reddy Ice Holdings, Inc.
Shareholders Agreement made as of August 14, 2003 by and among the Company and
the shareholders listed therein, there are no contracts, agreements or
understandings between the Company or any of its subsidiaries and any person
granting such person the right to require the Company or any of its
subsidiaries to file a registration statement under the Securities Act with
respect to any securities of the Company or any such subsidiary.


 


(z)  None of the Company, any of its subsidiaries or
any agent thereof acting on the behalf of them has taken, and none of them will
take, any action that might cause this Agreement or the issuance or sale of the
Offered Securities to violate Regulation T, Regulation U or Regulation X of the
Board of Governors of the Federal Reserve System.


 


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(aa)  No “nationally recognized statistical rating
organization” as such term is defined for purposes of Rule 436(g)(2) under the
Securities Act (i) has imposed (or has informed the Company or any of its
subsidiaries that it is considering imposing) any condition (financial or
otherwise) on the Company’s or any of its subsidiaries’ retaining any rating
assigned to the Company or any of its subsidiaries, any securities of the
Company or any of its subsidiaries or (ii) has indicated to the Company or
any of its subsidiaries that it is considering (a) the downgrading,
suspension, or withdrawal of, or any review for a possible change that does not
indicate the direction of the possible change in, any rating so assigned or
(b) any change in the outlook for any rating of the Company, or any of its
subsidiaries or any securities of the Company or any of its subsidiaries.


 


(bb)  No form of general solicitation or general
advertising (as defined in Regulation D under the Securities Act) was used by
the Company or any of its subsidiaries, or any of their respective
representatives (other than the Purchasers, as to whom the Company makes no
representation) in connection with the offer and sale of the Offered Securities
contemplated hereby, including, but not limited to, articles, notices or other
communications published in any newspaper, magazine, or similar medium or
broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.  No securities of the same class as the
Offered Securities have been issued and sold by the Company within the
six-month period immediately prior to the date hereof.


 


(cc)  None of the Company, any of its affiliates or
any person acting on its or their behalf (other than the Purchasers, as to whom
the Company makes no representation) has engaged or will engage in any directed
selling efforts within the meaning of Regulation S with respect to the Offered
Securities.


 


(dd)  The Offered Securities offered and sold in
reliance on Regulation S have been and will be offered and sold only in
offshore transactions.


 


(ee)  The sale of the Offered Securities pursuant
to Regulation S is not part of a plan or scheme to evade the registration
provisions of the Securities Act.


 


(ff)  No registration under the Securities Act of
the Offered Securities is required for the sale of the Offered Securities to
the Purchasers as contemplated hereby or for the Exempt Resales assuming the
accuracy of the Purchasers’ representations set forth in Section 4 hereof.  For purposes of this Agreement, “Exempt
Resales” means resales of Offered Securities made in reliance on the exemption
from the registration requirements under the Securities Act provided by Rule
144A under the Securities Act (“Rule 144A”).


 


(gg)  The Company maintains and will maintain disclosure
controls and procedures (as defined in Rule 13a-15 under the Exchange Act)
designed to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported in accordance with the Exchange Act and the
rules and regulations thereunder.  The
Company has carried out and will carry out evaluations, under the supervision
and with the participation of the Company’s management, of the effectiveness of
the design and operation of the Company’s disclosure controls and procedures in
accordance with Rule 13a-15 under the Exchange Act.


 


3.  Purchase, Sale and Delivery of Offered Securities.  On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and
conditions herein set forth, the Company agrees to sell to the Purchasers, and
the Purchasers agree, severally and not jointly, to purchase from the Company,
at a purchase price of 64.342913% of the principal amount at maturity thereof
plus


 


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accreted amount, if any, from October
27, 2004 to the Closing Date (as hereinafter defined), U.S. $151,000,000
principal amount at maturity of Offered Securities.


 


The Company will deliver against payment of the purchase price the
Offered Securities in the form of one or more permanent Global Securities in
definitive form (the “Global Securities”)
deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede
& Co., as nominee for DTC. Interests in any permanent Global Securities
will be held only in book-entry form through DTC, except in the limited
circumstances described in the Offering Document. Payment for the Offered
Securities shall be made by the Purchasers in Federal (same day) funds by wire
transfer to an account at a bank designated by the Company and reasonably
acceptable to CSFB drawn to the order of the Company at the office of Cravath,
Swaine & Moore LLP at 10:00 A.M. (New York time), on October
27, 2004, or at such other time not later than seven full business days
thereafter as CSFB and the Company determine, such time being herein referred
to as the “Closing Date”, against
delivery to the Trustee as custodian for DTC of the Global Securities
representing all of the Securities. The Global Securities will be made
available for checking at the above office of Cravath, Swaine & Moore LLP
at least 24 hours prior to the Closing Date.


 


4.  Representations by Purchasers; Resale by Purchasers.


 


(a)  Each Purchaser severally represents and
warrants to the Company that it is an “accredited investor” within the meaning
of Regulation D under the Securities Act.


 


(b)  Each Purchaser severally acknowledges that
the Offered Securities have not been registered under the Securities Act and
may not be offered or sold within the United States or to, or for the account
or benefit of, U.S. persons except in accordance with Regulation S or pursuant
to an exemption from the registration requirements of the Securities Act. Each
Purchaser severally represents and agrees that it has offered and sold the
Offered Securities, and will offer and sell the Offered Securities (i) as part
of its distribution at any time and (ii) otherwise until 40 days after the
later of the commencement of the offering and the Closing Date, only in accordance
with Rule 903 or Rule 144A.  Accordingly,
neither such Purchaser nor its affiliates, nor any persons acting on its or
their behalf, have engaged or will engage in any directed selling efforts with
respect to the Offered Securities, and such Purchaser, its affiliates and all
persons acting on its or their behalf have complied and will comply with the
offering restrictions requirement of Regulation S. Each Purchaser severally agrees
that, at or prior to confirmation of sale of the Offered Securities, other than
a sale pursuant to Rule 144A, such Purchaser will have sent to each
distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases the Offered Securities from it during the
restricted period a confirmation or notice to substantially the following
effect:


 


“The
Securities covered hereby have not been registered under the U.S. Securities
Act of 1933 (the “Securities Act”) and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons (i) as part
of their distribution at any time or (ii) otherwise until 40 days after the
later of the date of the commencement of the offering and the closing date,
except in either case in accordance with Regulation S (or Rule 144A if
available) under the Securities Act. Terms used above have the meanings given
to them by Regulation S.”


 


Terms used in this subsection (b) have the meanings given to them by
Regulation S.


 


(c)  Each Purchaser severally agrees that it and
each of its affiliates has not entered and will not enter into any contractual
arrangement with respect to the distribution of the Offered


 


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Securities
except for any such arrangements with the other Purchasers or affiliates of the
other Purchasers, with the prior written consent of the Company.


 


(d)  Each Purchaser severally agrees that it and
each of its affiliates will not offer or sell the Offered Securities in the
United States by means of any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act,
including, but not limited to (i) any advertisement, article, notice or
other communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or (ii) any seminar or meeting whose
attendees have been invited by any general solicitation or general advertising.
Each Purchaser severally agrees, with respect to resales made in reliance on
Rule 144A of any of the Offered Securities, to deliver either with the
confirmation of such resale or otherwise prior to settlement of such resale a
notice to the effect that the resale of such Offered Securities has been made
in reliance upon the exemption from the registration requirements of the
Securities Act provided by Rule 144A.


 


(e)  Each of the Purchasers severally represents
and agrees that (i) it has not offered or sold and prior to the expiry of
a period of six months from the closing date, will not offer or sell any
Offered Securities to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has only communicated or
caused to be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with
the issue or sale of any Offered Securities in circumstances in which section
21(1) of the FSMA does not apply to the Company; and (iii) it has complied
and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Offered Securities in, from or otherwise
involving the United Kingdom.


 


5.  Certain Agreements of the Company.  The Company agrees with the several
Purchasers that:


 


(a)  The Company will advise CSFB promptly of any
proposal to amend or supplement the Offering Document and will not effect such
amendment or supplementation without CSFB’s consent.  If, at any time prior to the completion of the
resale of the Offered Securities by the Purchasers, any event occurs as a
result of which the Offering Document as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, the Company promptly
will notify CSFB of such event and promptly will prepare, at its own expense,
an amendment or supplement which will correct such statement or omission.
Neither CSFB’s consent to, nor its delivery to offerees or investors of, any
such amendment or supplement shall constitute a waiver of any of the conditions
set forth in Section 6.


 


(b)  The Company will furnish to CSFB copies of
any preliminary offering circular, the Offering Document and all amendments and
supplements to such documents, in each case as soon as available and in such
quantities as CSFB requests.  At any time
when the Company is not subject to Section 13 or 15(d) of the Exchange
Act, the Company will promptly furnish or cause to be furnished to CSFB (and,
upon request, to each of the other Purchasers) and, upon request of holders and
prospective purchasers of the Offered Securities, to such holders and purchasers,
copies of the information required to be delivered to holders and prospective
purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the
Securities Act (or any successor provision thereto) in order to permit
compliance with Rule 144A in connection with resales by


 


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such holders
of the Offered Securities.  The Company will
pay the expenses of printing and distributing to the Purchasers all such
documents.


 


(c)  The Company will arrange for the
qualification of the Offered Securities for sale and the determination of their
eligibility for investment under the laws of such jurisdictions in the United
States and Canada as CSFB designates and will continue such qualifications in
effect so long as reasonably required for the resale of the Offered Securities
by the Purchasers, provided that the Company will not be required to qualify as
a foreign corporation or to file a general consent to service of process in any
such state.


 


(d)  During the period of three years hereafter,
the Company will furnish to CSFB and, upon request, to each of the other
Purchasers, as soon as practicable after the end of each fiscal year, a copy of
its annual report to shareholders for such year; and the Company will furnish
to CSFB and, upon request, to each of the other Purchasers (i) as soon as
available, a copy of each report and any definitive proxy statement it filed
with the Commission under the Exchange Act or mailed to shareholders and
(ii) from time to time, such other information concerning the Company or
the Company as CSFB may reasonably request; provided that unless specifically
so requested, no such documents, reports or information shall be required to be
furnished to CSFB or the other Purchasers to the extent any such document,
report or information is readily available on the Internet.


 


(e)  During the period of two years after the
Closing Date, the Company will, upon request, furnish to CSFB, each of the
other Purchasers and any holder of Offered Securities a copy of the
restrictions on transfer applicable to the Offered Securities.


 


(f)  During the period of two years after the
Closing Date, the Company will not permit any of its affiliates (as defined in
Rule 144 under the Securities Act) to, resell any of the Offered
Securities that have been reacquired by any of them.


 


(g)  During the period of two years after Closing
Date, the Company will not be or become an open-end investment company, unit
investment trust or face-amount certificate company that is or is required to
be registered under Section 8 of the Investment Company Act.


 


(h)  The Company will pay all expenses incidental
to the performance of its obligations under this Agreement, the Indenture and the
Registration Rights Agreement, including (i) the fees and expenses of
counsel and accountants for the Company and of the Trustee and its professional
advisors; (ii) all expenses in connection with the execution, issue,
authentication, packaging and initial delivery of the Offered Securities and,
as applicable, the Exchange Securities, and the printing of the Offering
Document and amendments and supplements thereto, and any other document
relating to the issuance, offer, sale and delivery of the Offered Securities
and, as applicable, the Exchange Securities; (iii) the cost of listing the
Offered Securities and qualifying the Offered Securities for trading in The
PortalSM Market (“PORTAL”)
and any expenses incidental thereto; (iv) the cost of any advertising
approved by the Company in connection with the issue of the Offered Securities;
(v) for any expenses (including reasonable fees and disbursements of
counsel to the Purchasers) incurred in connection with qualification of the
Offered Securities or the Exchange Securities for sale under the laws of such
jurisdictions in the United States and Canada as CSFB designates and the
printing of memoranda relating thereto; (vi) for any fees charged by
investment rating agencies for the rating of the Offered Securities or the
Exchange Securities; and (vii) for expenses incurred in printing and
distributing any Offering Document (including any amendments and supplements
thereto) to or at the direction of the Purchasers.  The Company will also pay or reimburse the
Purchasers (to the extent incurred by them) for all travel expenses of the
Purchasers and the Company’s officers and employees and any


 


9





















 


other expenses
of the Purchasers and the Company in connection with attending or hosting
meetings with prospective purchasers of the Offered Securities from the
Purchasers.


 


(i)  In connection with the offering, until CSFB
shall have notified the Company and the other Purchasers of the completion of
the resale of the Offered Securities, neither the Company nor any its affiliates
has or will, either alone or with one or more other persons, bid for or
purchase for any account in which it or any of its affiliates has a beneficial
interest any Offered Securities or attempt to induce any person to purchase any
Offered Securities; and neither the Company nor its affiliates will make bids
or purchases for the purpose of creating actual, or apparent, active trading
in, or of raising the price of, the Offered Securities.


 


(j)  Without the prior written consent of the
Purchasers, for a period of 180 days after the date of the initial
offering of the Offered Securities by the Purchasers, neither the Company nor
any of its subsidiaries will offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, or file with the Commission a registration
statement under the Securities Act relating to, any United States
dollar-denominated debt securities issued or guaranteed by the Company or any
of the Company’s subsidiaries and having a maturity of more than one year from
the date of issue.  Neither the Company nor
any of its subsidiaries will at any time offer, sell, contract to sell, pledge
or otherwise dispose of, directly or indirectly, any securities under
circumstances where such offer, sale, pledge, contract or disposition would
cause the exemption afforded by Section 4(2) of the Securities Act or the safe
harbor of Regulation S thereunder to cease to be applicable to the offer and
sale of the Offered Securities.


 


(k)  The Company will use the net proceeds from the
sale of the Offered Securities in substantially the manner described in the
Offering Document under the caption “Use of Proceeds”.


 


(l)  Neither the Company nor any of its subsidiaries
will sell, offer for sale or solicit offers to buy or otherwise negotiate in
respect of any security (as defined in the Securities Act) that would be
integrated with the sale of the Offered Securities in a manner that would
require the registration under the Securities Act of the sale to the Purchasers
of the Offered Securities or to take any other action that would result in the
resale of the Offered Securities not being exempt from registration under the
Securities Act.


 


(m)  Neither the Company nor any of its
subsidiaries will take, directly or indirectly, any action designed to, or that
might reasonably be expected to, cause or result in stabilization or
manipulation of the price of any security of the Company to facilitate the
resale of the Offered Securities.  Except
as permitted by the Securities Act, the Company will not distribute any (i)
preliminary offering memorandum or offering memorandum, including without
limitation, the Offering Document, or (ii) other offering material in
connection with the offering and sale of the Offered Securities.


 


6.  Conditions of the Obligations of the Purchasers.  The
obligations of the several Purchasers to purchase and pay for the Offered
Securities will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the statements
of officers of the Company made pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the following
additional conditions precedent:


 


(a)  The Purchasers shall have received a letter,
dated the date of this Agreement, of Deloitte & Touche LLP in form and
substance satisfactory to the Purchasers concerning the financial information
with respect to the Company and its subsidiaries set forth in the Offering
Document.


 


10





















 


(b)  The Purchasers shall have received a
letter, dated the date of this Agreement, of PricewaterhouseCoopers LLP in form
and substance satisfactory to the Purchasers concerning the financial
information with respect to Triangle Ice Co., Inc. and its subsidiaries set
forth in the Offering Document.


 


(c)  Subsequent to the execution and delivery of
this Agreement, there shall not have occurred (i) any change, or any
development or event involving a prospective change, in the condition (financial
or other), business, properties or results of operations of the Company and its
subsidiaries taken as one enterprise which, in the judgment of a majority in
interest of the Purchasers including CSFB, is material and adverse and makes it
impractical or inadvisable to proceed with completion of the offering or the
sale of and payment for the Offered Securities; (ii) any downgrading in
the rating of any debt securities of the Company by any “nationally recognized
statistical rating organization” (as defined for purposes of Rule 436(g)
under the Securities Act), or any public announcement that any such
organization has under surveillance or review its rating of any debt securities
of the Company (other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading, of such
rating)  or any announcement that
the Company has been placed on negative outlook; (iii) any change in U.S.
or international financial, political or economic conditions or currency
exchange rates or exchange controls as would, in the judgment of a majority in
interest of the Purchasers including CSFB, be likely to prejudice materially
the success of the proposed issue, sale or distribution of the Offered
Securities, whether in the primary market or in respect of dealings in the
secondary market, (iv) any material suspension or material limitation of
trading in securities generally on the New York Stock Exchange, or any setting
of minimum prices for trading on such exchange, or any suspension of trading of
any securities of the Company on any exchange or in the over-the-counter
market; (v) any banking moratorium declared by U.S. Federal or New York authorities;
(vi) any major disruption of settlements of securities or clearance
services in the United States; or (vii) any attack on, outbreak or
escalation of hostilities or act of terrorism involving the United States, any
declaration of war by Congress or any other national or international calamity
or emergency if, in the judgment of a majority in interest of the Purchasers
including CSFB, the effect of any such attack, outbreak, escalation, act,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the offering or sale of and payment for the Offered
Securities.


 


(d)  The Purchasers shall have received opinions,
dated the Closing Date, of the counsel for the Company that are reasonably
satisfactory to the Purchasers.


 


(e)  The Purchasers shall have received from Cravath,
Swaine & Moore LLP, counsel for the Purchasers, such opinion or
opinions, dated the Closing Date, with respect to the incorporation of the
Company, the validity of the Offered Securities, the Offering Circular, the
exemption from registration for the offer and sale of the Offered Securities by
the Company to the several Purchasers and the resales by the several Purchasers
as contemplated hereby and other related matters as CSFB may require, and the Company
shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.


 


(f)  The Purchasers shall have received a letter,
dated the Closing Date, of Deloitte & Touche LLP which meets the
requirements of subsection (a) of this Section, except that the specified date
referred to in such subsection will be a date not more than three days prior to
the Closing Date for the purposes of this subsection.


 


(g)  The Purchasers shall have received a
letter, dated the Closing Date, of PricewaterhouseCoopers LLP which meets the
requirements of subsection (b) of this Section, except that the specified date
referred to in such subsection will be a date not more than three days prior to
the Closing Date for purposes of this subsection.


 


11





















 


(h)  The Purchasers shall have received a
certificate, dated the Closing Date, of the Chief Executive Officer or any Vice
President and a principal financial or accounting officer of the Company in
which such officers, to the best of their knowledge after reasonable
investigation, shall state that the representations and warranties made by the
Company in this Agreement are true and correct and that, subsequent to the
respective date of the most recent financial statements in the Offering
Document, there has been no material adverse change, nor any development or
event involving a prospective material adverse change, in the financial
condition, business, properties or results of operations of the Company and its
subsidiaries taken as a whole except as set forth in or contemplated by the
Offering Document or as described in such certificate.


 


(i)  The Company shall have entered into the
Indenture and the Purchasers shall have received counterparts, conformed as
executed, thereof.


 


(j)  The Company shall have entered into the
Registration Rights Agreement and the Purchasers shall have received
counterparts, conformed as executed, thereof.


 


(k)  The Offered Securities shall have been
designated PORTAL securities in accordance with the rules and regulations
adopted by the NASD relating to trading in the PORTAL market.


 


(l)  On or prior to the Closing Date, the Company
shall have provided to each of the Purchasers and counsel to the Purchasers
copies of this Agreement, the Indenture and the Registration Rights Agreement.


 


(m)  On or prior to the Closing Date, Reddy Ice
Group, Inc., a Texas corporation, which is a wholly owned subsidiary of the
Company, shall have entered into an amendment to its Credit Agreement, dated as
of August 15, 2003, with Credit Suisse First Boston, acting through its Cayman
Islands Branch, as administrative agent, Canadian Imperial Bank of Commerce and
Bear Stearns Corporate Lending Inc., as the co-syndication agents and the
lenders named therein, as amended by the first amendment thereto, dated as of
October 17, 2003 and as further amended by the second amendment thereto, dated
as of February 20, 2004 (such Credit Agreement, as so amended, the “Credit Agreement”), and a copy of such
amendment, which shall have been duly executed and delivered by all parties
thereto, shall have been delivered to CSFB.


 


The Company will furnish the Purchasers with
such conformed copies of such opinions, certificates, letters and documents as
the Purchasers reasonably request. CSFB may in its sole discretion waive on
behalf of the Purchasers compliance with any conditions to the obligations of
the Purchasers hereunder.


 


7.  Indemnification and Contribution.  (a)  The
Company will indemnify and hold harmless each Purchaser, its partners,
directors and officers and each person, if any, who controls such Purchaser
within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such Purchaser may
become subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any breach of any of the
representations and warranties of the Company contained herein or any untrue
statement or alleged untrue statement of any material fact contained in the
Offering Document, or any amendment or supplement thereto, or any related
preliminary offering circular, or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, including any losses, claims, damages or liabilities
arising out of or based upon the Company’s failure to perform its obligations
under Section 5(a) of this Agreement, and will reimburse each Purchaser for any
legal or other expenses reasonably incurred by such Purchaser in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or


 


12





















 


is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from
any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Purchaser through CSFB specifically
for use therein, it being understood and agreed that the only such information
consists of the information described as such in subsection (b) below.


 


(b)  Each
Purchaser will severally and not jointly indemnify and hold harmless the Company,
its directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act, against any losses, claims,
damages or liabilities to which the Company may become subject, under the
Securities Act or the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Offering Document, or any amendment or supplement
thereto, or any related preliminary offering circular, or arise out of or are
based upon the omission or the alleged omission to state therein a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Purchaser
through CSFB specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Purchaser consists of the following information in
the Offering Document furnished on behalf of each Purchaser: the third, sixth,
eleventh and twelfth paragraphs under the caption “Plan of Distribution”; provided,
however, that the Purchasers shall not be liable for any losses, claims,
damages or liabilities arising out of or based upon the Company’s failure to
perform its obligations under Section 5(a) of this Agreement.


 


(c)  Promptly
after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under subsection (a) or
(b) above, notify the indemnifying party of the commencement thereof; but the
failure to notify the indemnifying party shall not relieve it from any
liability that it may have under subsection (a) or (b) above except to the
extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided further that the
failure to notify the indemnifying party shall not relieve it from any
liability that it may have to an indemnified party otherwise than under
subsection (a) or (b) above.  In case any
such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.  No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes (i)
an unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action and (ii) does not include a
statement as to or an admission of fault, culpability or failure to act by or
on behalf of any indemnified party.


 


(d)  If
the indemnification provided for in this Section is unavailable or insufficient
to hold harmless an indemnified party under subsection (a) or (b) above, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities
referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Purchasers on the other from the offering of the Offered
Securities or (ii) if the allocation provided by clause (i) above is not
permitted


 


13





















 


by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and the Purchasers on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities as well
as any other relevant equitable considerations.  The relative benefits received by the Company on
the one hand and the Purchasers on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total discounts and commissions
received by the Purchasers from the Company under this Agreement.  The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the Purchasers
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.  The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d).  Notwithstanding
the provisions of this subsection (d), no Purchaser shall be required to
contribute any amount in excess of the amount by which the total discounts,
fees and commissions received by such Purchaser exceeds the amount of any
damages which such Purchaser has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission.  The Purchasers’ obligations in this subsection
(d) to contribute are several in proportion to their respective purchase
obligations and not joint.


 


(e)  The
obligations of the Company under this Section shall be in addition to any
liability which the Company may otherwise have and shall extend, upon the same
terms and conditions, to each person, if any, who controls any Purchaser within
the meaning of the Securities Act or the Exchange Act; and the obligations of
the Purchasers under this Section shall be in addition to any liability which
the respective Purchasers may otherwise have and shall extend, upon the same
terms and conditions, to each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act.


 


8.  Default of Purchasers. 
If any Purchaser or Purchasers default in their obligations to purchase Offered
Securities hereunder and the aggregate principal amount at maturity of Offered
Securities that such defaulting Purchaser or Purchasers agreed but failed to
purchase does not exceed 10% of the total principal amount at maturity of Offered
Securities, CSFB may make arrangements satisfactory to the Company for the
purchase of such Offered Securities by other persons, including any of the
Purchasers, but if no such arrangements are made by the Closing Date, the
non-defaulting Purchasers shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Offered Securities that such
defaulting Purchasers agreed but failed to purchase.  If any Purchaser or Purchasers so default and
the aggregate principal amount at maturity of Offered Securities with respect
to which such default or defaults occur exceeds 10% of the total principal
amount at maturity of Offered Securities and arrangements satisfactory to CSFB
and the Company for the purchase of such Offered Securities by other persons
are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Purchaser or the Company,
except as provided in Section 9.  As
used in this Agreement, the term “Purchaser” includes any person substituted
for a Purchaser under this Section.  Nothing
herein will relieve a defaulting Purchaser from liability for its default.


 


9.  Survival of Certain Representations and Obligations.  The respective indemnities, agreements,
representations, warranties and other statements of the Company or its officers
and of the several Purchasers set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation, or
statement as to the results thereof, made by or on behalf of any Purchaser, the
Company or any of their respective representatives, officers or directors or
any controlling person, and will survive delivery of and payment for the
Offered Securities.  If this Agreement is
terminated pursuant to Section 8 or if for any reason the purchase of the
Offered Securities by the Purchasers is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5
and the respective obligations of the Company and the Purchasers pursuant to
Section 7 shall remain in effect. If the purchase of the Offered
Securities by the Purchasers is not consummated for any reason other


 


14





















 


than solely because of the
occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of
Section 6(c), the Company will reimburse the Purchasers for all
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.


 


10.  Notices.  All
communications hereunder will be in writing and, if sent to the Purchasers will
be mailed, delivered or telegraphed and confirmed to the Purchasers c/o Credit
Suisse First Boston LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629,
Attention:  Transactions Advisory Group,
or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at Reddy Ice Holdings, Inc., 3535 Travis Street, Suite 170,
Dallas, TX 75204, Attention:  Chief
Financial Officer; provided, however, that any notice to a Purchaser pursuant
to Section 7 will be mailed, delivered or telegraphed and confirmed to
such Purchaser.


 


11.  Successors.  This
Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective successors and the controlling persons referred to in
Section 7, and no other person will have any right or obligation hereunder,
except that holders of Offered Securities shall be entitled to enforce the
agreements for their benefit contained in the second and third sentences of
Section 5(b) hereof against the Company as if such holders were parties
thereto.


 


12.  Representation of Purchasers.  CSFB will act for the several Purchasers in
connection with this purchase, and any action under this Agreement taken by CSFB
will be binding upon all the Purchasers.


 


13.  Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same Agreement.


 


14.  Applicable Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to principles of conflicts of laws.


 


The Company hereby submits to the
non-exclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.


 


15





















 


If the foregoing is in accordance with the
Purchasers’ understanding of our agreement, kindly sign and return to us one of
the counterparts hereof, whereupon it will become a binding agreement among the
Company and the several Purchasers in accordance with its terms.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Reddy Ice Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ William P. Brick

  	
   

  
	
   

  	
  William P. Brick, Chief Executive Officer

  
	
   

  	
   

  



 


16





















 


The foregoing Purchase Agreement

is hereby confirmed and accepted

as of the date first above written.


 


Credit Suisse First Boston LLC

CIBC World Markets Corp.

Bear, Stearns & Co. Inc.


 


Acting on behalf of itself

and as the Representative of

the several Purchasers


 


	
  By
  Credit Suisse First Boston LLC

  
	
   

  
	
   

  
	
  By

  	
  /s/ Heather
  Suggitt

  	
   

  
	
  Heather Suggitt, Director

  
	
   

  



 


17





















 


SCHEDULE A


 


	
  Manager

  	
   

  	
  Principal

  Amount at

  Maturity of

  Offered

  Securities

  	
   

  
	
  Credit Suisse First Boston LLC

  	
   

  	
  $

  	
  60,400,000

  	
   

  
	
  Bear, Stearns & Co. Inc.

  	
   

  	
  $

  	
  45,300,000

  	
   

  
	
  CIBC World Markets Corp

  	
   

  	
  $

  	
  45,300,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  151,000,000

  	
   

  



 


18





















 


SCHEDULE B


 


Cassco Ice & Cold Strorage, Inc.


Reddy Ice IP, Inc.


Reddy Ice Corporation


Reddy Ice Group, Inc.


Southern Bottled Water Company, Inc.


 


19