Indemnification
92
SECTION 10.5.
Survival
93
SECTION 10.6.
Severability
93
SECTION 10.7.
Headings
93
SECTION 10.8.
Execution in Counterparts, Effectiveness, Etc.
93
SECTION 10.9.
Governing Law; Entire Agreement
94
SECTION 10.10.
Successors and Assigns
94
SECTION 10.11.
Sale and Transfer of Credit Extensions; Participations in Credit Extensions
94
SECTION 10.12.
Other Transactions
98
SECTION 10.13.
Forum Selection and Consent to Jurisdiction
98
SECTION 10.14.
Waiver of Jury Trial
99
SECTION 10.15.
Limitation on Interest
99
SECTION 10.16.
Confidentiality
100
SECTION 10.17.
USA PATRIOT Act Notice
101
iii
SCHEDULE I
-
Disclosure Schedule
SCHEDULE II
-
Percentages; LIBOR Office; Domestic Office
EXHIBIT A-1
-
Form of Revolving Note
EXHIBIT A-2
-
Form of Swing Line Note
EXHIBIT B
-
Form of Borrowing Request
EXHIBIT C
-
Form of Continuation/Conversion Notice
EXHIBIT D
-
Form of Lender Assignment Agreement
EXHIBIT E
-
Form of Compliance Certificate
EXHIBIT F-1
-
Form of Non-Bank Tax Certificate
EXHIBIT F-2
-
Form of Non-Bank Tax Certificate
EXHIBIT F-3
-
Form of Non-Bank Tax Certificate
EXHIBIT F-4
-
Form of Non-Bank Tax Certificate
EXHIBIT G
-
Form of Guaranty
EXHIBIT H
-
[Reserved]
EXHIBIT I
-
Form of Pledge and Security Agreement
EXHIBIT J
-
Form of Closing Date Certificate
EXHIBIT K
-
Form of Solvency Certificate
EXHIBIT L
-
Form of First Lien Intercreditor Agreement
EXHIBIT M
-
Form of Junior Lien Intercreditor Agreement
EXHIBIT N
-
Form of Mortgage
iv
CREDIT AGREEMENT
THIS CREDIT AGREEMENT, dated as of March 15, 2010, is among REDDY ICE
CORPORATION, a Nevada corporation (the "Borrower"), the various financial
institutions and other Persons from time to time parties hereto (collectively,
the "Lenders") and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), as the administrative
agent for the Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower will, on the Closing Date, (i) repay in full all
borrowings and terminate all commitments under the Amended and Restated Credit
Agreement, dated as of August 9, 2005 (as amended, supplemented, amended and
restated or otherwise modified prior to the date hereof, the "Existing Credit
Agreement"), among the Borrower, the lenders party thereto, Credit Suisse, as
administrative agent, and the other agents and arrangers party thereto,
(ii) issue New Notes (as defined below) and (iii) pay all fees, commissions and
expenses in connection with each of the foregoing;
WHEREAS, the Borrower has requested that the Lenders make available for the
purposes specified in this Agreement, revolving credit loans and swing line
loans; and
WHEREAS, the Lenders are willing to make available to the Borrower such
revolving credit loans and swing line loans upon the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.1.
Defined Terms.
The
following terms (whether or not underscored) when used in this Agreement,
including its preamble and recitals, shall, except where