EXHIBIT 10.2


 


EXECUTION COPY


 


$151,000,000
Principal Amount at Maturity


 


REDDY ICE HOLDINGS, INC.


 


101⁄2% Senior
Discount Notes Due 2012


 


REGISTRATION RIGHTS AGREEMENT


 


October 27, 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, New York 10010-3629

  



 


Dear Sirs:


 


Reddy Ice Holdings, Inc., a Delaware
corporation (the “Company”),
proposes to issue and sell to Credit Suisse First Boston LLC, CIBC World
Markets Corp. and Bear, Stearns & Co. Inc. (the “Initial
Purchasers”), upon the terms set forth in a purchase agreement of
even date herewith (the “Purchase Agreement”),
$151,000,000 aggregate principal amount at maturity of its 101⁄2% Senior Discount
Notes Due 2012 on the issue date (the “Initial Securities”).  The Initial Securities will be issued
pursuant to an Indenture, dated as of October 27, 2004 (the “Indenture”), between the Company and U.S. Bank National
Association, as trustee (the “Trustee”).


 


As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company agrees with the Initial
Purchasers, for the benefit of the holders of the Initial Securities
(including, without limitation, the Initial Purchasers), the Exchange Securities
(as defined below) and the Private Exchange Securities (as defined below)
(collectively, the “Holders”), and
the Market-Makers (as defined below), as follows:


 


1.  Registered Exchange Offer.  Unless not permitted by applicable law (after
the Company has complied with the ultimate paragraph of this Section 1),
the Company, at its own cost, shall prepare and, not later than 150 days
(such 150th day being a “Filing
Deadline”) after the date of the closing of the offering of the
Initial Securities (the “Closing Date”),
file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange  Offer
Registration  Statement”)
on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a
proposed offer (the “Registered Exchange
Offer”) to the Holders of Transfer Restricted Securities (as defined
in Section 7 hereof), who are not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer, to issue and
deliver to such Holders, in exchange for the Initial Securities, a like
aggregate principal amount of debt securities of the Company issued under the
Indenture, identical in all material respects to the Initial Securities and
registered under the Securities Act (the “Exchange
Securities”).  The Company
shall use its best commercially reasonable efforts to (i) cause such Exchange
Offer Registration Statement to become effective under the Securities Act
within 240 days after the date of the Closing Date (such 240th
day being an “Effectiveness Deadline”)  and (ii)  keep the Exchange Offer
Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date notice of the Registered Exchange
Offer is mailed to the Holders (such period being called the “Exchange Offer  Registration Period”).


 


If the Company commences the Registered
Exchange Offer, the Company (i) will be entitled to consummate the
Registered Exchange Offer 30 days after such commencement (provided that
the Company has accepted all the Initial Securities theretofore validly
tendered in accordance with the terms of


 





















 


the Registered Exchange Offer)
and (ii) will be required to consummate the Registered Exchange Offer no
later than 40 days after the date on which the Exchange Offer Registration
Statement is declared effective (such 40th day being the “Consummation Deadline”).


 


Following the declaration of the
effectiveness of the Exchange Offer Registration Statement, the Company shall
promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer Restricted
Securities electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the
meaning of the Securities Act, acquires the Exchange Securities in the ordinary
course of such Holder’s business and has no arrangements with any person to
participate in the distribution of the Exchange Securities and is not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange Securities from and after
their receipt without any limitations or restrictions under the Securities Act
and without material restrictions under the securities laws of the several
states of the United States.


 


The Company acknowledges that, pursuant to
current interpretations by the Commission’s staff of Section 5 of the
Securities Act, in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Initial Securities,
acquired for its own account as a result of market making activities or other
trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of
the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution”
section of such prospectus in connection with a sale of any such Exchange
Securities received by such Exchanging Dealer pursuant to the Registered
Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as
defined below) acquired in exchange for Initial Securities constituting any
portion of an unsold allotment, is required to deliver a prospectus containing
the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in connection with such sale.


 


The Company shall use its best commercially
reasonable efforts to keep the Exchange Offer Registration Statement effective
and to amend and supplement the prospectus contained therein, in order to
permit such prospectus to be lawfully delivered by all persons subject to the
prospectus delivery requirements of the Securities Act for such period of time
as such persons must comply with such requirements in order to resell the
Exchange Securities; provided, however, that (i) in the case
where such prospectus and any amendment or supplement thereto must be delivered
by an Exchanging Dealer or an Initial Purchaser, such period shall be the
lesser of 180 days and the date on which all Exchanging Dealers and the
Initial Purchasers have sold all Exchange Securities held by them (unless such
period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 180 days after the consummation
of the Registered Exchange Offer.


 


If, upon consummation of the Registered
Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it
as part of its initial distribution, the Company, simultaneously with the
delivery of the Exchange Securities pursuant to the Registered Exchange Offer,
shall issue and deliver to such Initial Purchaser upon the written request of
such Initial Purchaser, in exchange (the “Private
Exchange”) for the Initial Securities held by such Initial
Purchaser, a like principal amount of debt securities of the Company issued
under the Indenture and identical in all material respects to the Initial
Securities (the “Private  Exchange Securities”).  The Initial Securities, the Exchange
Securities and the Private Exchange Securities are herein collectively called
the “Securities”.


 


In connection with the Registered Exchange
Offer, the Company shall:


 


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(a)  mail to each Holder a copy of the
prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;


 


(b)  keep the Registered Exchange Offer
open for not less than 30 days (or longer, if required by applicable law)
after the date notice thereof is mailed to the Holders;


 


(c)  utilize the services of a depositary
for the Registered Exchange Offer with an address in the Borough of Manhattan,
The City of New York, which may be the Trustee or an affiliate of the Trustee;


 


(d)  permit Holders to withdraw tendered
Securities at any time prior to the close of business, New York time, on the
last business day on which the Registered Exchange Offer shall remain
open; and


 


(e)  otherwise comply with all applicable
laws.


 


As soon as practicable after the close of the
Registered Exchange Offer or the Private Exchange, as the case may be, the
Company shall:


 


(x) 
accept for exchange all the Securities validly tendered and not withdrawn
pursuant to the Registered Exchange Offer and the Private Exchange;


 


(y) 
deliver to the Trustee for cancellation all the Initial Securities so
accepted for exchange; and


 


(z) 
cause the Trustee to authenticate and deliver promptly to each Holder of
the Initial Securities, Exchange Securities or Private Exchange Securities, as
the case may be, equal in principal amount to the Initial Securities of such
Holder so accepted for exchange.


 


The Indenture will provide that the Exchange
Securities will not be subject to the transfer restrictions set forth in the
Indenture and that all the Securities will vote and consent together on all
matters as one class and that none of the Securities will have the right to
vote or consent as a class separate from one another on any matter.


 


Interest on each Exchange Security and
Private Exchange Security issued pursuant to the Registered Exchange Offer and
in the Private Exchange will accrue from the last interest payment date on
which interest was paid on the Initial Securities surrendered in exchange
therefor or, if no interest has been paid on the Initial Securities, from the
date of original issue of the Initial Securities.


 


Each Holder participating in the Registered
Exchange Offer shall be required to represent to the Company that at the time
of the consummation of the Registered Exchange Offer (i) any Exchange
Securities received by such Holder will be acquired in the ordinary course of
business, (ii) such Holder will have no arrangements or understanding with
any person to participate in the distribution of the Securities or the Exchange
Securities within the meaning of the Securities Act, (iii) such Holder is
not an “affiliate,” as defined in Rule 405 of the Securities Act, of the
Company or if it is an affiliate, such Holder will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable, (iv) if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of the Exchange
Securities and (v) if such Holder is a broker-dealer, that it will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities and that it will be required to acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.


 


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Notwithstanding any other provisions hereof,
the Company will ensure that (i) any Exchange Offer Registration Statement
and any amendment thereto and any prospectus forming part thereof and any
supplement thereto complies in all material respects with the Securities Act
and the rules and regulations thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any
Exchange Offer Registration Statement, and any supplement to such prospectus,
does not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


If following the date hereof there has been
announced a change in Commission policy with respect to exchange offers that in
the reasonable opinion of counsel to the Company raises a substantial question
as to whether the Registered Exchange Offer is permitted by applicable federal
law, the Company will seek a no-action letter or other favorable decision from
the Commission allowing the Company to consummate the Registered Exchange
Offer.  The Company will pursue the
issuance of such a decision to the Commission staff level (but shall not be
required to take commercially unreasonable actions to effect any change in
Commission policy).  In connection with
the foregoing, the Company will take all such other commercially reasonable
actions as may be requested by the Commission or otherwise required in
connection with the issuance of such decision, including without limitation
(i) participating in telephonic conferences with the Commission,
(ii) delivering to the Commission staff an analysis prepared by counsel to
the Company setting forth the legal bases, if any, upon which such counsel has
concluded that the Registered Exchange Offer should be permitted and
(iii) pursuing a resolution with commercially reasonable diligence (which
need not be favorable) by the Commission staff.


 


2.  Shelf Registration.  If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated by the 280th day after the Closing Date, (iii) any Initial
Purchaser so requests with respect to the Initial Securities (or the Private
Exchange Securities) not eligible to be exchanged for Exchange Securities in
the Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an Exchanging
Dealer) is not eligible to participate in the Registered Exchange Offer or, in
the case of any Holder (other than an Exchanging Dealer) that participates in
the Registered Exchange Offer, such Holder does not receive freely tradeable
Exchange Securities on the date of the exchange and any such Holder so
requests, the Company shall take the following actions (the date on which any
of the conditions described in the foregoing clauses (i) through (iv)
occur, including in the case of clauses (iii) or (iv) the receipt of the
required notice, being a “Trigger Date”):


 


(a)  The Company shall, at its cost, as
promptly as practicable (but in no event more than 90 days after the
Trigger Date (such 90th day being a “Filing Deadline”)) file with the Commission and thereafter use
its best commercially reasonable efforts to cause to be declared effective: in
the case of clause (i),  no later than
240 days after the Closing Date and, in the case of clauses (ii) through (iv),
no later than 90 days after the Trigger date (such 240th day after the Closing
Date in the case of clause (i), or such 90th day after the Trigger
Date in the case of clauses (ii) through (iv) being an “Effectiveness Deadline”) a registration
statement (the “Shelf Registration
Statement” and, together with the
Exchange Offer Registration Statement, a “Registration
Statement”) on an appropriate form
under the Securities Act relating to the offer and sale of the Transfer
Restricted Securities by the Holders thereof from time to time in accordance
with the methods of distribution set forth in the Shelf Registration Statement
and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however,
that no Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it


 


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covered by
such Shelf Registration Statement unless such Holder agrees in writing to be
bound by all the provisions of this Agreement applicable to such Holder.


 


(b)  The Company shall use its best
commercially reasonable efforts to keep the Shelf Registration Statement
continuously effective in order to permit the prospectus included therein to be
lawfully delivered by the Holders of the relevant Securities, for a period of
two years (or for such longer period if extended pursuant to Section 3(j)
below) from the date of its effectiveness or such shorter period that will
terminate when all the Securities covered by the Shelf Registration Statement
(i) have been sold pursuant thereto or (ii) are no longer restricted securities
(as defined in Rule 144 under the Securities Act, or any successor
rule thereof).  The Company shall be
deemed not to have used its best commercially reasonable efforts to keep the
Shelf Registration Statement effective during the requisite period if it
voluntarily takes any action that would result in Holders of Securities covered
thereby not being able to offer and sell such Securities during that period,
unless such action is required by applicable law.


 


(c)  Notwithstanding any other provisions
of this Agreement to the contrary, the Company shall cause the Shelf
Registration Statement and the related prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects with
the applicable requirements of the Securities Act and the rules and regulations
of the Commission and (ii) not to contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.


 


3.  Registration Procedures.  In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 1 hereof, the following
provisions shall apply:


 


(a)  The Company shall (i) furnish to
each Initial Purchaser, prior to the filing thereof with the Commission, a copy
of the Registration Statement and each amendment thereof and each supplement,
if any, to the prospectus included therein and, in the event that an Initial
Purchaser (with respect to any portion of an unsold allotment from the original
offering) is participating in the Registered Exchange Offer or the Shelf
Registration Statement, the Company shall use its best commercially reasonable
efforts to reflect in each such document, when so filed with the Commission,
such comments as such Initial Purchaser reasonably may propose;
(ii) include the information set forth in Annex A hereto on the cover, in
Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of
the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution”
section of the prospectus forming a part of the Exchange Offer Registration
Statement and include the information set forth in Annex D hereto in the Letter
of Transmittal delivered pursuant to the Registered Exchange Offer;
(iii) if requested by an Initial Purchaser, include the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as
applicable, in the prospectus forming a part of the Exchange Offer Registration
Statement; (iv) include within the prospectus contained in the Exchange
Offer Registration Statement a section entitled “Plan of Distribution,”
reasonably acceptable to the Initial Purchasers, which shall contain a summary
statement of the positions taken or policies made by the staff of the
Commission with respect to the potential “underwriter” status of any broker-dealer
that is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange
Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such
positions or policies have been publicly disseminated by the staff of the
Commission or such positions or policies, in the reasonable judgment of the
Initial Purchasers based upon advice of counsel (which may be in-


 


5





















 


house
counsel), represent the prevailing views of the staff of the Commission; and
(v) in the case of a Shelf Registration Statement, include the names of
the Holders who propose to sell Securities pursuant to the Shelf Registration
Statement as selling security holders. 
Each selling Holder agrees to furnish promptly any additional
information required to be disclosed in order to make previously-furnished
information relating to such Holder not misleading.


 


(b)  The Company shall give written notice
to the Initial Purchasers, the Holders of the Securities and any Participating
Broker-Dealer from whom the Company has received prior written notice that it
will be a Participating Broker-Dealer in the Registered Exchange Offer (which
notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes
have been made):


 


(i)  when the Registration Statement or any
amendment thereto has been filed with the Commission and when the Registration
Statement or any post-effective amendment thereto has become effective;


 


(ii)  of any request by the Commission for
amendments or supplements to the Registration Statement or the prospectus
included therein or for additional information;


 


(iii)  of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose;


 


(iv)  of the receipt by the Company or its
legal counsel of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose; and


 


(v)  of the happening of any event that
requires the Company to make changes in the Registration Statement or the
prospectus in order that the Registration Statement or the prospectus do not
contain an untrue statement of a material fact nor omit to state a material
fact required to be stated therein or necessary to make the statements therein
(in the case of the prospectus, in light of the circumstances under which they
were made) not misleading.


 


(c)  The Company shall make every
reasonable effort to obtain the withdrawal at the earliest possible time, of
any order suspending the effectiveness of the Registration Statement.


 


(d)  The Company shall furnish to each
Holder of Securities included within the coverage of the Shelf Registration,
without charge, at least one copy of the Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all exhibits thereto (including
those, if any, incorporated by reference).


 


(e)  The Company shall deliver to each
Exchanging Dealer and each Initial Purchaser, and to any other Holder who so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if any Initial Purchaser or any such Holder
requests, all exhibits thereto (including those incorporated by reference).


 


(f)  The Company shall, during the Shelf
Registration Period, deliver to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, as many copies


 


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of the
prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person
may reasonably request.  The Company
consents, subject to the provisions of this Agreement, to the use of the
prospectus or any amendment or supplement thereto by each of the selling
Holders of the Securities in connection with the offering and sale of the
Securities covered by the prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.


 


(g)  The Company shall deliver to each
Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and
such other persons required to deliver a prospectus following the Registered
Exchange Offer, without charge, as many copies of the final prospectus included
in the Exchange Offer Registration Statement and any amendment or supplement
thereto as such persons may reasonably request. 
The Company consents, subject to the provisions of this Agreement, to
the use of the prospectus or any amendment or supplement thereto by any Initial
Purchaser, if necessary, any Participating Broker-Dealer and such other persons
required to deliver a prospectus following the Registered Exchange Offer in
connection with the offering and sale of the Exchange Securities covered by the
prospectus, or any amendment or supplement thereto, included in such Exchange
Offer Registration Statement.


 


(h)  Prior to any public offering of the
Securities pursuant to any Registration Statement the Company shall register or
qualify or cooperate with the Holders of the Securities included therein and
their respective counsel in connection with the registration or qualification
of the Securities for offer and sale under the securities or “blue sky” laws of
such states of the United States as any Holder of the Securities reasonably
requests in writing and do any and all other acts or things reasonably
necessary or advisable to enable the offer and sale in such jurisdictions of
the Securities covered by such Registration Statement; provided, however,
that the Company shall not be required to (i) qualify generally to do business
in any jurisdiction where it is not then so qualified or (ii) take any
action which would subject it to general service of process or to taxation in
any jurisdiction where it is not then so subject.


 


(i)  The Company shall cooperate with the
Holders of the Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a
reasonable period of time prior to sales of the Securities pursuant to such
Registration Statement.


 


(j)  Upon the occurrence of any event
contemplated by paragraphs (ii) through (v) of Section 3(b) above
during the period for which the Company is required to maintain an effective
Registration Statement, the Company shall promptly prepare and file a post-effective
amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to
Holders of the Securities or purchasers of Securities, the prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.  If the Company notifies the Initial
Purchasers, the Holders of the Securities and any known Participating Broker-Dealer
in accordance with paragraphs (ii) through (v) of Section 3(b) above
to suspend the use of the prospectus until the requisite changes to the
prospectus have been made, then the Initial Purchasers, the Holders of the
Securities and any such Participating Broker-Dealers shall suspend use of such
prospectus, and the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer Registration
Statement provided for in Section 1 above shall each be extended by the
number of days from and including the date of the giving of such notice to
and including the date when the Initial Purchasers, the Holders of the


 


7





















 


Securities and
any known Participating Broker-Dealer shall have received such amended or
supplemented prospectus pursuant to this Section 3(j).


 


(k)  Not later than the effective date of
the applicable Registration Statement, the Company will provide a CUSIP number
for the Initial Securities, the Exchange Securities or the Private Exchange
Securities, as the case may be, and provide the applicable trustee with printed
certificates for the Initial Securities, the Exchange Securities or the Private
Exchange Securities, as the case may be, in a form eligible for deposit with
The Depository Trust Company.


 


(l)  The Company will comply with all rules
and regulations of the Commission to the extent and so long as they are
applicable to the Registered Exchange Offer or the Shelf Registration and will
make generally available to its security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later
than 45 days after the end of a 12-month period (or 90 days, if such
period is a fiscal year) beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Registration
Statement, which statement shall cover such 12-month period.


 


(m)  The Company shall cause the Indenture
to be qualified under the Trust Indenture Act of 1939, as amended, in a timely
manner and containing such changes, if any, as shall be necessary for such
qualification.  In the event that such
qualification would require the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.


 


(n)  The Company may require each Holder of
Securities to be sold pursuant to the Shelf Registration Statement to furnish
to the Company such information regarding the Holder and the distribution of
the Securities as the Company may from time to time reasonably require for
inclusion in the Shelf Registration Statement, and the Company may exclude from
such registration the Securities of any Holder that fails to furnish such
information within a reasonable time after receiving such request.  Each selling Holder agrees to furnish
promptly any additional information required to be disclosed in order to make
previously-furnished information relating to such Holder not misleading.


 


(o)  The Company shall enter into such
customary agreements (including, if requested, an underwriting agreement in
customary form) and take all such other action, if any, as any Holder of the
Securities shall reasonably request in order to facilitate the disposition of
the Securities pursuant to any Shelf Registration.


 


(p)  In the case of any Shelf Registration,
the Company shall (i) make reasonably available for inspection by the
Holders of the Securities, any underwriter participating in any disposition
pursuant to the Shelf Registration Statement and any attorney, accountant or
other agent retained by the Holders of the Securities or any such underwriter
all relevant financial and other records, pertinent corporate documents and
properties of the Company and (ii) cause the Company’s officers,
directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Holders of the Securities or any such
underwriter, attorney, accountant or agent in connection with the Shelf
Registration Statement, in each case, as shall be reasonably necessary to
enable such persons, to conduct a reasonable investigation within the meaning
of Section 11 of the Securities Act; provided,  however, that
any information that is designated in writing by the Company as confidential at
the time of delivery of such information shall be kept confidential by the
Holders of the Securities or any such underwriter, attorney, accountant or
agent, unless (i) disclosure thereof is made in connection with a court
proceeding or required by law or the rules and regulations of any stock
exchange or any dealer quotation system; provided that each Holder of
the Securities and any such underwriter, attorney, accountant or agent will,
upon learning that disclosure of such information is sought in a court
proceeding or


 


8





















 


required by
law or the rules and regulations of any stock exchange or any dealer quotation
system, give notice to the Company with enough time to allow the Company to
undertake appropriate action to prevent disclosure at the Company’s sole
expense, or (ii) such information has previously been made or becomes available
to the public generally through the Company or through a third party without an
accompanying obligation of confidentiality; provided  further, however,
that the foregoing inspection and information gathering shall be coordinated on
behalf of the Initial Purchasers by you and on behalf of the other parties, by
one counsel designated by and on behalf of such other parties as described in
Section 5 hereof.


 


(q)  In the case of any Shelf Registration,
the Company, if requested by any Holder of Securities covered thereby, shall
cause (i) its counsel to deliver an opinion and updates thereof relating
to the Securities in customary form addressed to such Holders and the managing
underwriters, if any, thereof and dated, in the case of the initial opinion,
the effective date of such Shelf Registration Statement (it being agreed that
the matters to be covered by such opinion shall include, without limitation,
the due incorporation and good standing of the Company and its subsidiaries;
the qualification of the Company and its subsidiaries to transact business as
foreign corporations; the due authorization, execution and delivery of the
relevant agreement of the type referred to in Section 3(o) hereof; the due
authorization, execution, authentication and issuance, and the validity and
enforceability, of the applicable Securities; the absence of material legal or
governmental proceedings involving the Company and its subsidiaries; the
absence of governmental approvals required to be obtained in connection with
the Shelf Registration Statement, the offering and sale of the applicable
Securities, or any agreement of the type referred to in Section 3(o)
hereof; the compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the
requirements of the Securities Act and the Trust Indenture Act, respectively;
and a statement, as of the date of the opinion and as of the effective date of
the Shelf Registration Statement or most recent post-effective amendment
thereto, as the case may be, as to the absence of any facts coming to such
counsel’s attention that would cause it to believe that such Shelf Registration
Statement and the prospectus included therein, as then amended or supplemented,
and any documents incorporated by reference therein contained an untrue
statement of a material fact or an omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading (in the case of any such documents, in the light of the
circumstances existing at the time that such documents were filed with the
Commission under the Exchange Act), except for financial statements, financial
data and schedules, notes thereto and statistics derived therefrom, as to which
such counsel need not express any view; (ii) its officers to execute and
deliver all customary documents and certificates and updates thereof requested
by any underwriters of the applicable Securities and (iii) its independent
public accountants and the independent public accountants for any acquired
company for which financial statements are included in the Shelf Registration
Statement to provide to the selling Holders of the applicable Securities and
any underwriter therefor a comfort letter in customary form and covering
matters of the type customarily covered in comfort letters in connection with
primary underwritten offerings, subject to receipt of appropriate documentation
as contemplated, and only if permitted, by Statement of Auditing Standards
No. 72.


 


(r)  In the case of the Registered Exchange
Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer,
the Company shall cause (i) its counsel to deliver to such Initial
Purchaser or such Participating Broker-Dealer a signed opinion in the form set
forth in Section 6(d) of the Purchase Agreement with such changes as are
customary in connection with


 


9





















 


the
preparation of a Registration Statement and (ii) its independent public
accountants to deliver to such Initial Purchaser or such Participating Broker-Dealer
a comfort letter, in customary form, meeting the requirements as to the
substance thereof as set forth in Section 6(a) of the Purchase Agreement,
with appropriate date changes.


 


(s)  If a Registered Exchange Offer or a
Private Exchange is to be consummated, upon delivery of the Initial Securities
by Holders to the Company (or to such other Person as directed by the Company)
in exchange for the Exchange Securities or the Private Exchange Securities, as
the case may be, the Company shall mark, or caused to be marked, on the Initial
Securities so exchanged that such Initial Securities are being canceled in
exchange for the Exchange Securities or the Private Exchange Securities, as the
case may be; in no event shall the Initial Securities be marked as paid or
otherwise satisfied.


 


(t)  The Company will use its commercially
reasonable best efforts to confirm that the ratings of the Initial Securities
will apply to the Securities covered by a Registration Statement.


 


(u)  In the event that any broker-dealer registered
under the Exchange Act shall underwrite any Securities or participate as a
member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of
Securities Dealers, Inc. (“NASD”))
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company will assist such broker-dealer in complying with the requirements
of such Rules, including, without limitation, by (i) if such Rules,
including Rule 2720, shall so require, choosing and engaging a “qualified
independent underwriter” (as defined in Rule 2720) to participate in the
preparation of the Registration Statement relating to such Securities, to
exercise usual standards of due diligence in respect thereto and, if any
portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Securities, (ii) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 6 hereof and (iii) providing such
information to such broker-dealer as may be required in order for such broker-dealer
to comply with the requirements of the Rules.


 


(v)  The Company shall use its commercially
reasonable efforts to take all other steps reasonably necessary to effect the
registration of the Securities covered by a Registration Statement contemplated
hereby.


 


4.  Market-Making.


 


(a)  For so long as any of the Securities
are outstanding and any of CIBC World Markets Corp. or Bear, Stearns & Co.
Inc. (each in such capacity, a “Market-Maker”
and collectively, the “Market Makers”)
or any of their respective affiliates (as defined in the rules and regulations
of the Commission) owns any equity securities of the Company or its affiliates
and proposes to make a market in the Securities as part of its business in the
ordinary course, the following provisions shall apply for the sole benefit of
each of the Market-Makers:


 


(i)  The Company shall (A) on the date that
the Exchange Offer Registration Statement is filed with the Commission, file a
registration statement (the “Market-Making
Registration Statement”) (which may be the Exchange Offer
Registration Statement or the Shelf Registration Statement if permitted by the
rules and regulations of the Commission) and use its commercially reasonable
efforts to cause such Market-Making Registration Statement to be declared
effective by the Commission on or prior to


 


10





















 


the
consummation of the Exchange Offer; (B) periodically amend such Market-Making
Registration Statement so that the information contained therein complies with
the requirements of Section 10(a) under the Securities Act; (C) amend the
Market-Making Registration Statement or supplement the related prospectus when
necessary to reflect any material changes in the information provided therein;
and (D) amend the Market-Making Registration Statement when required to do so
in order to comply with Section 10(a)(3) of the Securities Act; provided,
however, that (1) prior to filing the Market-Making Registration Statement, any
amendment thereto or any supplement to the related prospectus, the Company will
furnish to the Market-Makers copies of all such documents proposed to be filed,
which documents will be subject to the review of the Market-Makers and their
counsel, (2) the Company will not file the Market-Making Registration
Statement, any amendment thereto or any supplement to the related prospectus to
which either of the Market-Makers or their counsel shall reasonably object
unless the Company is advised by counsel that such Market-Making Registration
Statement, amendment or supplement is required to be filed and (3) the Company
will provide each of the Market-Makers and their counsel with copies of the
Market-Making Registration Statement and each amendment and supplement filed.


 


(ii)  The Company shall notify each
Market-Maker and, if requested by either Market-Maker, confirm such advice in
writing, (A) when any post-effective amendment to the Market-Making
Registration Statement or any amendment or supplement to the related prospectus
has been filed, and, with respect to any post-effective amendment, when the
same has become effective; (B) of any request by the Commission for any
post-effective amendment to the Market-Making Registration Statement, any
supplement or amendment to the related prospectus or for additional
information; (C) the issuance by the Commission of any stop order suspending
the effectiveness of the Market-Making Registration Statement or the initiation
of any proceedings for that purpose; (D) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or threatening of any
proceedings for such purpose; (E) of the happening of any event that makes any
statement made in the Market-Making Registration Statement, the related
prospectus or any amendment or supplement thereto untrue or that requires the
making of any changes in the Market-Making Registration Statement, such
prospectus or any amendment or supplement thereto, in order to make the
statements therein not misleading; and (F) of any advice from a nationally
recognized statistical rating organization that such organization has placed
the Company under surveillance or review with negative implications or has
determined to downgrade the rating of the Securities or any other debt
obligation of the Company whether or not such downgrade shall have been
publicly announced.


 


(iii)  If any event contemplated by Section
4(a)(ii)(B) through (F) occurs during the period for which the Company is
required to maintain an effective Market-Making Registration Statement, the
Company shall promptly prepare and file with the Commission a post-effective
amendment to the Market-Making Registration Statement or a supplement to the
related prospectus or file any other required document so that the prospectus
will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.


 


(iv)  In the event of the issuance of any
stop order suspending the effectiveness of the Market-Making Registration
Statement or of any order suspending the


 


11





















 


qualification
of the Securities for sale in any jurisdiction, the Company shall use promptly
its commercially reasonable best efforts to obtain its withdrawal.


 


(v)  The Company shall furnish to each
Market-Maker, without charge, (i) at least one conformed copy of the
Market-Making Registration Statement and any post-effective amendment thereto;
and (ii) as many copies of the related prospectus and any amendment or
supplement thereto as such Market-Maker may reasonably request.


 


(vi)  The Company shall consent to the use
of the prospectus contained in the Market-Making Registration Statement or any
amendment or supplement thereto by each Market-Maker in connection its market
making activities.


 


(vii)  Notwithstanding the foregoing
provisions of this Section 4, the Company may for valid business reasons,
including without limitation, a potential acquisition, divestiture of assets or
other material corporate transaction, issue a notice that the Market-Making
Registration Statement is no longer effective or the prospectus included
therein is no longer usable for offers and sales of Securities and may issue
any notice suspending use of the Market-Making Registration Statement required
under applicable securities laws to be issued; provided that the use of the
Market-Making Registration Statement shall not be suspended for more than 30
days in the aggregate in any consecutive 12 month period.  Each Market-Maker agrees that upon receipt of
any notice from the Company pursuant to this Section 4(a)(vii), it will
discontinue use of the Market-Making Registration Statement until receipt of
copies of the supplemented or amended prospectus relating thereto or until
advised in writing by the Company that the use of the Market-Making
Registration Statement may be resumed.


 


(b)  In connection with each Market-Making
Registration Statement, the Company shall (i) make reasonably available for
inspection by a representative of, and counsel acting for, each Market-Maker
all relevant financial and other records, pertinent corporate documents and
properties of the Company and (ii) use its commercially reasonable best efforts
to have its officers, directors, employees, accountants and counsel supply all
relevant information reasonably requested by such representative or counsel or
such Market-Maker; provided,  however, that any information that
is designated in writing by the Company as confidential at the time of delivery
of such information shall be kept confidential by the Market-Maker or any such
underwriter, attorney, accountant or agent, unless (i) disclosure thereof is
made in connection with a court proceeding or required by law or the rules and
regulations of any stock exchange or any dealer quotation system; provided
that each Market-Maker and any such underwriter, attorney, accountant or agent
will, upon learning that disclosure of such information is sought in a court
proceeding or required by law or the rules and regulations of any stock
exchange or any dealer quotation system, give notice to the Company with enough
time to allow the Company to undertake appropriate action to prevent disclosure
at the Company’s sole expense, or (ii) such information has previously been
made or becomes available to the public generally through the Company or
through a third party without an accompanying obligation of confidentiality.


 


(c)  Prior to the effective date of the
Market-Making Registration Statement, the Company shall use its commercially
reasonable best efforts to register or qualify such Securities for offer and
sale under the securities or “blue sky” laws of such jurisdictions as each
Market-Maker reasonably requests in writing and do any and all other acts or
things reasonably necessary or advisable to enable the offer and sale in such
jurisdictions of the Securities covered by the Market-Making Registration
Statement; provided that the Company shall not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified or to take
any


 


12





















 


action which would
subject to it general service of process or to taxation in any such
jurisdiction where it is not then so subject.


 


(d)  The Company represents that the
Market-Making Registration Statement, any post-effective amendments thereto,
any amendments or supplements to the related prospectus and any documents filed
by it under the Exchange Act will, when they become effective or are filed with
the Commission, as the case may be, conform in all respects to the requirements
of the Securities Act and the Exchange Act and the rules and regulations of the
Commission thereunder and will not, as of the effective date of such
Market-Making Registration Statement or post-effective amendments and as of the
filing date of amendments or supplements to such prospectus or filings under
the Exchange Act, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they were made not
misleading; provided that no representation or warranty is made as to
information contained in or omitted from the Market-Making Registration
Statement or the related prospectus in reliance upon and in conformity with
written information furnished to the Company by the Market-Makers specifically
for inclusion therein, which information the parties hereto agree will be
limited to the statements concerning (i) the Market-Making activities of the
Market-Makers to be set forth on the cover page and in the “Plan of Distribution”
section of the prospectus and (ii) the affiliations of the Market-Makers.


 


(e)  At the time of effectiveness of the
Market-Making Registration Statement (unless it is the same as the time of
effectiveness of the Exchange Offer Registration Statement) and concurrently
with each time the Market-Making Registration Statement or the related
prospectus shall be amended or such prospectus shall be supplemented, the
Company shall (if requested in writing by either Market-Maker) furnish the
Market-Makers and their counsel with a certificate of its Chairman of the Board
of Directors or Chief Financial Officer to the effect that:


 


(i)  the Market-Making Registration
Statement has been declared effective; (ii) in the case of an amendment or
supplement, such amendment has become effective under the Securities Act as of
the date and time specified in such certificate, if applicable; if required,
such amendment or supplement to the prospectus was filed with the Commission
pursuant to the subparagraph of Rule 424(b) under the Securities Act specified
in such certificate on the date specified therein; (iii) to the knowledge of
such officers, no stop order suspending the effectiveness of the Market-Making
Registration Statement has been issued and no proceeding for that purpose is
pending or threatened by the Commission; (iv) such officers have carefully
examined the Market-Making Registration Statement and the prospectus (and, in
the case of an amendment or supplement, such amendment or supplement) and as of
the date of such Market-Making Registration Statement, amendment or supplement,
as applicable, the Market-Making Registration Statement and the prospectus, as
amended or supplemented, if applicable, did not include any untrue statement of
a material fact and did not omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances under which they were made.


 


(f)  At the time of effectiveness of the
Market-Making Registration Statement (unless it is the same as the time of
effectiveness of the Exchange Offer Registration Statement) and concurrently
with each time the Market-Making Registration Statement or the related
prospectus shall be amended or such prospectus shall be supplemented, the
Company shall (if requested in writing by either Market-Maker) furnish the
Market-Makers and their counsel with the written opinion of counsel for the
Company satisfactory to the Market-Maker to the effect that:


 


13





















 


(i)  the Market-Making Registration
Statement has been declared effective; (ii) in the case of an amendment or
supplement, such amendment has become effective under the Securities Act as of
the date and time specified in such opinion, if applicable; if required, such
amendment or supplement to the prospectus was filed with the Commission
pursuant to the subparagraph of Rule 424(b) under the Securities Act specified
in such opinion on the date specified therein; (iii) to the knowledge of such
counsel, no stop order suspending the effectiveness of the Market-Making
Registration Statement has been issued and no proceeding for that purpose is
pending or threatened by the Commission; and (iv) a statement that such counsel
has reviewed the Market-Making Registration Statement and the prospectus (and,
in the case of an amendment or supplement, such amendment or supplement) and
participated with officers of the Company and independent public accountants
for the Company in the preparation of such Market-Making Registration Statement
and prospectus (and, in the case of an amendment or supplement, such amendment
or supplement) and no facts have come to such counsel’s attention that would
cause it to believe that (except for the financial statements and other
financial and statistical data contained therein as to which no belief is
required) as of the date of such Market-Making Registration Statement,
amendment or supplement, as applicable, the Market-Making Registration
Statement and the prospectus, as amended or supplemented, if applicable,
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.


 


(g)  At the time of effectiveness of the
Market-Making Registration Statement (unless it is the same as the time of
effectiveness of the Exchange Offer Registration Statement) and concurrently
with each time the Market-Making Registration Statement or the related
prospectus shall be amended or such prospectus shall be supplemented to include
audited annual financial information, the Company shall (if requested in
writing by either Market-Maker) furnish the Market-Makers and their counsel
with a letter of Deloitte & Touche LLP (or other independent public
accountants for the Company of nationally recognized standing) and the
independent public accountants for any acquired company for which financial
statements are included or incorporated by reference in the Market-Making
Registration Statement in each case in form satisfactory to the Market-Makers,
addressed to each Market-Maker and dated the date of delivery of such letter,
(i) confirming that they are independent public accountants within the meaning
of the Securities Act and are in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation S-X
of the Commission and (ii) in all other respects, substantially in the form of
the letter delivered to the Initial Purchasers pursuant to Sections 6(a) and
6(f) of the Purchase Agreement, with, in the case of an amendment or supplement
to include audited financial information or acquired company financial
statements or information, such changes as may be necessary to reflect the
amended or supplemented financial information or the acquired company financial
statements or information.


 


(h)  The Company, on the one hand, and each
Market-Maker, on the other hand, hereby agree to indemnify each other, and, if
applicable, contribute to the other, in accordance with Section 6 of this
Agreement.


 


(i)  The Company will comply with the
provisions of this Section 4 at its own expense and will reimburse each
Market-Maker for its expenses associated with this Section 4 (including
reasonable fees of one counsel for the Market-Makers).


 


(j)  The agreements contained in this
Section 4 and the representations, warranties and agreements contained in this
Agreement shall survive all offers and sales of the Initial Securities


 


14





















 


and Exchange
Securities and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or
on behalf of any indemnified party.


 


(k)  For purposes of this Section 4, any
reference to the terms “amend”, “amendment” or “supplement” with respect to the
Market-Making Registration Statement or the prospectus contained therein shall
be deemed to refer to and include the filing under the Exchange Act of any
document deemed to be incorporated therein by reference.


 


5.  Registration
Expenses.


 


(a)  Except as set forth in Section 4(b)
below, all expenses incident to the Company’s performance of and compliance
with this Agreement will be borne by the Company, regardless of whether a
Registration Statement is ever filed or becomes effective, including without
limitation;


 


(i)  all registration and filing fees and
expenses;


 


(ii)  all fees and expenses of compliance
with federal securities and state “blue sky” or securities laws;


 


(iii)  all expenses of printing (including
printing certificates for the Securities to be issued in the Registered
Exchange Offer and the Private Exchange and printing of Prospectuses),
messenger and delivery services and telephone;


 


(iv)  all fees and disbursements of counsel
for the Company;


 


(v)  all application and filing fees in
connection with listing the Exchange Securities on a national securities
exchange or automated quotation system pursuant to the requirements hereof; and


 


(vi)  all fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit and comfort letters required by or incident to such
performance).


 


The Company will bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any person, including special experts,
retained by the Company.


 


(b)  Each Holder of Securities shall pay
all underwriting discounts and commissions, if any, and the fees of any counsel
retained by or on behalf of the underwriters, and transfer taxes, if any,
related to the sale or disposition of such Holder’s Securities pursuant to any
shelf Registration Statement.


 


(c)  In connection with any Registration
Statement required by this Agreement, the Company will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities who are tendering
Initial Securities in the Registered Exchange Offer and/or selling or reselling
Securities pursuant to the “Plan of Distribution” contained in the Exchange
Offer Registration Statement or the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of not more than one
counsel, who shall be Cravath, Swaine & Moore LLP unless


 


15





















 


another firm
shall be chosen by the Holders of a majority in principal amount of the
Transfer Restricted Securities for whose benefit such Registration Statement is
being prepared.


 


6.  Indemnification.


 


(a)  The Company agrees to indemnify and
hold harmless (x) each Holder of the Securities (including each Market Maker)
included in a Registration Statement, any Participating Broker-Dealer and each
person, if any, who controls such Holder (including, in each case, each
Market-Maker) or such Participating Broker-Dealer within the meaning of the
Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer
and such controlling persons are referred to collectively as the “Indemnified  Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including,
but not limited to, any losses, claims, damages, liabilities or actions
relating to purchases and sales of the Securities) to which each Indemnified
Party may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in
any amendment or supplement thereto or in any preliminary prospectus relating to
a Shelf Registration, or arise out of, or are based upon, the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and shall
reimburse, as incurred, the Indemnified Parties for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action in respect thereof; provided,
however, that (i) the Company shall not be liable in any such case
to the extent that such loss, claim, damage or liability arises out of or is
based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration in reliance upon and in conformity with written information
pertaining to such Holder or the Market Makers (the “Market-Maker Information”), respectively, and furnished to the
Company by or on behalf of such Holder or such Market Maker, respectively,
specifically for inclusion therein and (ii) with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
preliminary prospectus relating to a Shelf Registration Statement, the
indemnity agreement contained in this subsection (a) shall not inure to
the benefit of any Holder (including each Market-Maker) or Participating Broker-Dealer
from whom the person asserting any such losses, claims, damages or liabilities
purchased the Securities concerned, to the extent that a prospectus relating to
such Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any
such loss, claim, damage or liability of such Holder or Participating Broker-Dealer
results from the fact that there was not sent or given to such person, at or
prior to the written confirmation of the sale of such Securities to such
person, a copy of the final prospectus if the Company had previously furnished
copies thereof to such Holder or Participating Broker-Dealer; and (y) each
Market-Maker from and against any and all losses, claims, damages and
liabilities (including without limitation, legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expense are incurred), that arise out of, or based
upon, any breach of the Company of its representations and warranties and
agreements and contained in Section 4 of this Agreement; provided  further,
however, that this indemnity agreement will be in addition to any
liability which the Company may otherwise have to such Indemnified Party.  The Company shall also indemnify
underwriters, their officers and directors and each person who controls such
underwriters within the meaning of the Securities Act or the Exchange Act to
the same extent as provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders in connection with any
Registration Statement involving an underwritten public offering.


 


16





















 


(b)  Each Holder of the Securities
(including each Market-Maker), severally and not jointly, will indemnify and
hold harmless the Company and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act from and against
any losses, claims, damages or liabilities or any actions in respect thereof,
to which the Company or any such controlling person may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, but in each case only
to the extent that the untrue statement or omission or alleged untrue statement
or omission was made in reliance upon and in conformity with written
information pertaining to such Holder or the Market-Maker Information,
respectively, and furnished to the Company by or on behalf of such Holder or
the Market-Makers, as the case may be, specifically for inclusion therein; and,
subject to the limitation set forth immediately preceding this clause, shall
reimburse, as incurred, the Company for any legal or other expenses reasonably
incurred by the Company or any such controlling person in connection with
investigating or defending any loss, claim, damage, liability or action in
respect thereof.  This indemnity
agreement will be in addition to any liability which such Holder may otherwise
have to the Company or any of its controlling persons.


 


(c)  Promptly after receipt by an
indemnified party under this Section 6 of notice of the commencement of
any action or proceeding (including a governmental investigation), such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 6, 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 reasonably 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 6 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof.  The
indemnifying party in any such case shall not be liable for the fees and
expenses of more than one firm of attorneys for all indemnified parties (in
addition to any local counsel) in connection with any actions arising out of
the same general allegations or circumstances No indemnifying party shall,
without the prior written consent of the indemnified party (which consent will
not be unreasonably withheld or delayed), 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 (i) includes 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 a failure to act by or on behalf of any indemnified
party.


 


17





















 


(d)  If the indemnification provided for in
this Section 6 is unavailable or insufficient to hold harmless an
indemnified party under subsections (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 (or actions in
respect thereof) referred to in subsection (a) or (b) above in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and the indemnified party on the other in
connection with the statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof) as well as any other
relevant equitable considerations.  The
relative fault of the parties 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 on the one hand or such Holder or such
other indemnified party or the Market-Maker Information, as the case may be, on
the other, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such 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 any
other provision of this Section 6(d), the Holders (including the
Market-Makers) of the Securities shall not be required to contribute any amount
in excess of the amount by which the net proceeds received by such Holders from
the sale of the Securities pursuant to a Registration Statement exceeds the
amount of damages which such Holders (or such Market-Maker) have otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No person
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), each
person, if any, who controls such indemnified party within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution
as such indemnified party and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as the Company.


 


(e)  The agreements contained in this
Section 6 shall survive the sale of the Securities pursuant to a
Registration Statement and shall remain in full force and effect, regardless of
any termination or cancellation of this Agreement or any investigation made by
or on behalf of any indemnified party.


 


7.  Additional
Interest Under Certain Circumstances.


 


(a)  Additional interest (the “Additional  Interest”) with respect to the Securities shall be assessed as
follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a “Registration Default”):


 


(i)  any Registration Statement (other than
a Market-Making Registration Statement) required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline;


 


(ii)  any Registration Statement (other than
a Market-Making Registration Statement) required by this Agreement is not
declared effective by the Commission on or prior to the applicable
Effectiveness Deadline;


 


(iii)  the Registered Exchange Offer has not
been consummated on or prior to the Consummation Deadline; or


 


18





















 


(iv)  any Registration Statement (other than
a Market-Making Registration Statement) required by this Agreement has been
declared effective by the Commission but (A) such Registration Statement
thereafter ceases to be effective or (B) such Registration Statement or
the related prospectus ceases to be usable in connection with resales of
Transfer Restricted Securities during the periods specified herein because
either (1) any event occurs as a result of which the related prospectus
forming part of such Registration Statement would include any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading, or (2) it shall be necessary to amend such Registration Statement
or supplement the related prospectus, to comply with the Securities Act or the
Exchange Act or the respective rules thereunder.


 


Each of the foregoing will constitute a
Registration Default whatever the reason for any such event and whether it is
voluntary or involuntary or is beyond the control of the Company or pursuant to
operation of law or as a result of any action or inaction by the Commission.


 


Additional Interest shall accrue on the
Securities over and above the interest set forth in the title of the Securities
from and including the date on which any such Registration Default shall occur
to but excluding the date on which all such Registration Defaults have been
cured, at a rate of 0.50% per annum (the “Additional
Interest Rate”) for the first 90-day period immediately following
the occurrence of such Registration Default. 
The Additional Interest Rate shall increase by an additional 0.50% per
annum with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum Additional Interest Rate of 1.0% per
annum.


 


(b)  A Registration Default referred to in
Section 7(a)(iv) hereof shall be deemed not to have occurred and be
continuing in relation to a Shelf Registration Statement or the related
prospectus if (i) such Registration Default has occurred solely as a
result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with
respect to the Company where such post-effective amendment is not yet effective
and needs to be declared effective to permit Holders to use the related
prospectus or (y) other material events, with respect to the Company that would
need to be described in such Shelf Registration Statement or the related prospectus
and (ii) in the case of clause (y), the Company is proceeding promptly and in
good faith to amend or supplement such Shelf Registration Statement and related
prospectus to describe such events; provided, however, that in
any case if such Registration Default occurs for a continuous period in excess
of 30 days, Additional Interest shall be payable in accordance with the
above paragraph from the day such Registration Default occurs until such
Registration Default is cured or until the Company is no longer required
pursuant to this Agreement to keep such Registration Statement or related
prospectus usable.


 


(c)  Prior to the interest payment date on
which any amounts of Additional Interest are required to be paid, the Company
shall determine the amount of Additional Interest due and payable on such
interest payment date and, not less than 15 business days prior to such
interest payment date, notify the Trustee in writing of such amount and whether
the Additional Interest shall be paid in cash. 
Any amounts of Additional Interest will be (i) if such Additional
Interest accrued prior to November 1, 2008, at the option of the Company,
either (x) added to the Accreted Value (as defined in the Indenture) of
each applicable Security or (y) paid in cash on the interest payment date
on which interest accruing on the Securities as of the date of such accrual of
Additional Interest as specified by the Indenture and (ii) if such Additional
Interest accrued from and after November 1, 2008, payable in cash on each interest
payment date on which interest accruing on the Securities as of the date of
such accrual of Additional Interest as specified by the Indenture, in each
case, to the record holder entitled to receive the interest payment to be made
on


 


19





















 


such date,
commencing with the first such date occurring after any such Additional
Interest commences to accrue.  The amount
of Additional Interest will be determined by multiplying the applicable
Additional Interest Rate by the principal amount of the Securities and further
multiplied by a fraction, the numerator of which is the number of days
such Additional Interest Rate was applicable during such period (determined on
the basis of a 360-day year comprised of twelve 30-day months), and the
denominator of which is 360.


 


(d)  “Transfer
Restricted Securities” means each Security until (i) the date
on which such Security has been exchanged by a person other than a broker-dealer
for a freely transferable Exchange Security in the Registered Exchange Offer,
(ii) following the exchange by a broker-dealer in the Registered Exchange
Offer of an Initial Security for an Exchange Security, the date on which such
Exchange Security is sold to a purchaser who receives from such broker-dealer
on or prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement, (iii) the date on which such
Security has been effectively registered under the Securities Act and disposed
of in accordance with the Shelf Registration Statement or (iv) the date on
which such Security is distributed to the public pursuant to Rule 144
under the Securities Act or is saleable pursuant to Rule 144(k) under the
Securities Act.


 


8.  Rules 144 and 144A.  The Company shall use commercially reasonable
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder of
Securities or either Market-Maker, make publicly available other information so
long as necessary to permit sales of their securities pursuant to
Rules 144 and 144A.  The Company
covenants that it will take such further action as any Holder of Securities or
either Market-Maker may reasonably request, all to the extent required from
time to time to enable such Holder or such Market-Maker to sell such Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)).  The Company will
provide a copy of this Agreement to prospective purchasers of Initial
Securities identified to the Company by the Initial Purchasers upon
request.  Upon the request of any Holder
of Initial Securities or either Market-Maker, the Company shall deliver to such
Holder or such Market-Maker a written statement as to whether it has complied
with such requirements.  Notwithstanding
the foregoing, nothing in this Section 8 shall be deemed to require the
Company to register any of its securities pursuant to the Exchange Act.


 


9.  Underwritten Registrations.  If any of the Transfer Restricted Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
administer the offering (“Managing
Underwriters”) will be selected by the Holders of a majority in
aggregate principal amount of such Transfer Restricted Securities to be
included in such offering and shall be reasonably acceptable to the Company.


 


No person may participate in any underwritten
registration hereunder unless such person (i) agrees to sell such person’s
Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.


 


10.  Miscellaneous.


 


(a)  Remedies.  The Company acknowledges and agrees that any
failure by the Company to comply with its obligations under Section 1 and
2 hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any


 


20





















 


such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the Company’s obligations under Sections 1 and 2
hereof.  The Company further agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.


 


(b)  No
Inconsistent Agreements.  The
Company will not on or after the date of this Agreement enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders or the Market-Makers in this Agreement or otherwise
conflicts with the provisions hereof. 
The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Company’s securities or the Market-Makers under any agreement in effect on the
date hereof.


 


(c)  Amendments
and Waivers.  The provisions
of this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, except by
the Company and the written consent of the Holders of a majority in principal
amount of the Securities affected by such amendment, modification, supplement,
waiver or consents or, with respect to Section 4, the written consent of
the Market Makers.  Without the consent
of the Holder of each Security, however, no modification may change the
provisions relating to the payment of Additional Interest.


 


(d)  Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery, first-class
mail, facsimile transmission, or air courier which guarantees overnight
delivery:


 


(1)          if to a Holder of the
Securities, at the most current address given by such Holder to the Company.


 


(2)          if to the Initial Purchasers;


 


Credit Suisse First Boston LLC


Eleven Madison Avenue


New York, NY 10010-3629


Fax No.:  (212) 325-8278


Attention:  Transactions Advisory Group


 


with a copy to:


 


Cravath, Swaine & Moore LLP


825 Eighth Avenue


New York, NY 10019


Fax No.:  (212) 474-3700


Attention:  George A. Stephanakis, Esq.


 


(3)          if to the Company;


 


Reddy Ice Holdings, Inc.


8750 North Central Expressway,
Suite 1800


Dallas, TX 75231


Fax No.:  (214) 528-1532


Attention:  Corporate Secretary


 


with a copy to:


 


21





















 


Cahill Gordon
& Reindell LLP


80 Pine Street


New York, NY 10005


Fax No.:  (212) 269-5420


Attention:  John Papachristos, Esq.


 


(4)          If to the Market-Makers:


 


Bear, Stearns & Co.
Inc.


383 Madison Avenue, 8th
Floor


New York, NY 10179


CIBC World Markets Corp.


425 Lexington Avenue


New York, NY 10017


 


with a copy to:


 


Cravath, Swaine & Moore LLP


825 Eighth Avenue


New York, NY 10019


Fax No.:  (212) 474-3700


Attention:  George A. Stephanakis, Esq.


 


All such notices and communications shall be deemed
to have been duly given:  at the time
delivered by hand, if personally delivered; three business days after
being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged by recipient’s facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.


 


(e)  Third
Party Beneficiaries.  The
Holders shall be third party beneficiaries to the agreements made hereunder
between the Company, on the one hand, and the Initial Purchasers, on the other
hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect their
rights or the rights of Holders hereunder.


 


(f)  Successors
and Assigns.  This Agreement
shall be binding upon the Company and its successors and assigns.


 


(g)  Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(h)  Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the meaning
hereof.


 


(i)  Governing
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.


 


(j)  Severability.  If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and


 


22





















 


enforceability
of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


 


(k)  Securities
Held by the Company.  Whenever
the consent or approval of Holders of a specified percentage of principal
amount of Securities is required hereunder, Securities held by the Company or
its affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.


 


23





















 


If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the several Initial Purchasers and the
Company in accordance with its terms.


 


 


	
   

  	
  REDDY ICE HOLDINGS, INC.,

  
	
   

  
	
   

  	
  by

  	
  /s/
  Jimmy C. Weaver

  	
   

  
	
   

  	
   

  	
  Name: Jimmy C. Weaver

  
	
   

  	
   

  	
  Title: President and Chief
  Operating Officer

  
					



 


24





















 


The foregoing Registration

Rights 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.

  
	
   

  
	
  BY  CREDIT
  SUISSE FIRST BOSTON LLC

  
	
   

  
	
  by

  	
  /s/ Heather Suggitt

  	
   

  
	
   

  	
  Heather Suggitt, Director

  
	
   

  	
   

  



 


25





















 


ANNEX A


 


Each broker-dealer that receives Exchange
Securities for its own account pursuant to the Exchange Offer must acknowledge
that it will deliver a prospectus in connection with any resale of such
Exchange Securities.  The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.  This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Initial Securities where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities.  The Company has agreed that,
for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale.  See “Plan of
Distribution.”


 


26





















 


ANNEX B


 


Each broker-dealer that receives Exchange
Securities for its own account in exchange for Initial Securities, where such
Initial Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.  See “Plan of Distribution.”


 


27





















 


ANNEX C


 


PLAN OF DISTRIBUTION


 


Each broker-dealer that receives Exchange
Securities for its own account pursuant to the Exchange Offer must acknowledge
that it will deliver a prospectus in connection with any resale of such
Exchange Securities.  This Prospectus, as
it may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Initial Securities where such Initial Securities were acquired as a result of
market-making activities or other trading activities.  The Company has agreed that, for a period of
180 days after the Expiration Date, it will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale.  In addition, until                ,
200 , all dealers effecting transactions in the Exchange Securities may be
required to deliver a prospectus.(1)


 


The Company will not receive any proceeds
from any sale of Exchange Securities by broker-dealers.  Exchange Securities received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices.  Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such broker-dealer
or the purchasers of any such Exchange Securities.  Any broker-dealer that resells Exchange
Securities that were received by it for its own account pursuant to the
Exchange Offer and any broker or dealer that participates in a distribution of
such Exchange Securities may be deemed to be an “underwriter” within the
meaning of the Securities Act and any profit on any such resale of Exchange
Securities and any commission or concessions received by any such persons may
be deemed to be underwriting compensation under the Securities Act.  The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an “underwriter” within the meaning of
the Securities Act.


 


For a period of 180 days after the
Expiration Date the Company will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal.  The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


 










(1)                                  In
addition, the legend required by Item 502(e) of Regulation S K will appear on
the inside front cover page of the Exchange Offer prospectus below the Table of
Contents.


 


28





















 


ANNEX D


 


o  CHECK HERE IF YOU ARE A BROKER-DEALER AND
WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.


 


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
				



 


If the undersigned is not a broker-dealer,
the undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Securities.  If the undersigned is a broker-dealer that
will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.


 


29