(B) OF
THIS SECTION, EXCEPT THAT THE SPECIFIED DATE REFERRED TO IN SUCH SUBSECTION WILL
BE A DATE NOT MORE THAN THREE DAYS PRIOR TO THE CLOSING DATE FOR PURPOSES OF
THIS SUBSECTION.
11
(H)
THE PURCHASERS SHALL HAVE RECEIVED A CERTIFICATE, DATED THE CLOSING DATE,
OF THE CHIEF EXECUTIVE OFFICER OR ANY VICE PRESIDENT AND A PRINCIPAL FINANCIAL
OR ACCOUNTING OFFICER OF THE COMPANY IN WHICH SUCH OFFICERS, TO THE BEST OF
THEIR KNOWLEDGE AFTER REASONABLE INVESTIGATION, SHALL STATE THAT THE
REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN THIS AGREEMENT ARE TRUE
AND CORRECT AND THAT, SUBSEQUENT TO THE RESPECTIVE DATE OF THE MOST RECENT
FINANCIAL STATEMENTS IN THE OFFERING DOCUMENT, THERE HAS BEEN NO MATERIAL
ADVERSE CHANGE, NOR ANY DEVELOPMENT OR EVENT INVOLVING A PROSPECTIVE MATERIAL
ADVERSE CHANGE, IN THE FINANCIAL CONDITION, BUSINESS, PROPERTIES OR RESULTS OF
OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE EXCEPT AS SET
FORTH IN OR CONTEMPLATED BY THE OFFERING DOCUMENT OR AS DESCRIBED IN SUCH
CERTIFICATE.
(I)
THE COMPANY SHALL HAVE ENTERED INTO THE INDENTURE AND THE PURCHASERS SHALL
HAVE RECEIVED COUNTERPARTS, CONFORMED AS EXECUTED, THEREOF.
(J)
THE COMPANY SHALL HAVE ENTERED INTO THE REGISTRATION RIGHTS AGREEMENT AND
THE PURCHASERS SHALL HAVE RECEIVED COUNTERPARTS, CONFORMED AS EXECUTED, THEREOF.
(K)
THE OFFERED SECURITIES SHALL HAVE BEEN DESIGNATED PORTAL SECURITIES IN
ACCORDANCE WITH THE RULES AND REGULATIONS ADOPTED BY THE NASD RELATING TO
TRADING IN THE PORTAL MARKET.
(L)
ON OR PRIOR TO THE CLOSING DATE, THE COMPANY SHALL HAVE PROVIDED TO EACH OF
THE PURCHASERS AND COUNSEL TO THE PURCHASERS COPIES OF THIS AGREEMENT, THE
INDENTURE AND THE REGISTRATION RIGHTS AGREEMENT.
(M)
ON OR PRIOR TO THE CLOSING DATE, REDDY ICE GROUP, INC., A TEXAS
CORPORATION, WHICH IS A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, SHALL HAVE
ENTERED INTO AN AMENDMENT TO ITS CREDIT AGREEMENT, DATED AS OF AUGUST 15, 2003,
WITH CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, AS
ADMINISTRATIVE AGENT, CANADIAN IMPERIAL BANK OF COMMERCE AND BEAR STEARNS
CORPORATE LENDING INC., AS THE CO-SYNDICATION AGENTS AND THE LENDERS NAMED
THEREIN, AS AMENDED BY THE FIRST AMENDMENT THERETO, DATED AS OF OCTOBER 17, 2003
AND AS FURTHER AMENDED BY THE SECOND AMENDMENT THERETO, DATED AS OF FEBRUARY 20,
2004 (SUCH CREDIT AGREEMENT, AS SO AMENDED, THE "CREDIT AGREEMENT"), AND A COPY
OF SUCH AMENDMENT, WHICH SHALL HAVE BEEN DULY EXECUTED AND DELIVERED BY ALL
PARTIES THERETO, SHALL HAVE BEEN DELIVERED TO CSFB.
The Company will furnish the Purchasers with such conformed copies of such
opinions, certificates, letters and documents as the Purchasers reasonably
request. CSFB may in its sole discretion waive on behalf of the Purchasers
compliance with any conditions to the obligations of the Purchasers hereunder.
7.
INDEMNIFICATION AND CONTRIBUTION.
(A)
THE COMPANY WILL INDEMNIFY AND HOLD
HARMLESS EACH PURCHASER, ITS PARTNERS, DIRECTORS AND OFFICERS AND EACH PERSON,
IF ANY, WHO CONTROLS SUCH PURCHASER WITHIN THE MEANING OF SECTION 15 OF THE
SECURITIES ACT, AGAINST ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES, JOINT OR