EXHIBIT 10.1
EXECUTION COPY
$151,000,000
principal amount at maturity
Reddy Ice Holdings, Inc.
101⁄2% Senior Discount Notes Due 2012
PURCHASE AGREEMENT
October 19, 2004
Credit Suisse First Boston LLC
CIBC World Markets Corp.
Bear, Stearns & Co. Inc.,
c/o Credit Suisse First Boston LLC,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
1.
INTRODUCTORY.
REDDY ICE HOLDINGS, INC., A DELAWARE CORPORATION (THE
"COMPANY"), PROPOSES, SUBJECT TO THE TERMS AND CONDITIONS STATED HEREIN, TO
ISSUE AND SELL TO CREDIT SUISSE FIRST BOSTON LLC ("CSFB"), CIBC WORLD MARKETS
CORP. ("CIBC") AND BEAR, STEARNS & CO. INC. (TOGETHER WITH CSFB AND CIBC, THE
"PURCHASERS") $151,000,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF ITS 101⁄2%
SENIOR DISCOUNT NOTES DUE 2012 (THE "OFFERED SECURITIES").
THE OFFERED
SECURITIES ARE TO BE ISSUED PURSUANT TO AN INDENTURE (THE "INDENTURE") TO BE
DATED AS OF OCTOBER 27, 2004 (THE "CLOSING DATE"), BETWEEN THE COMPANY AND U.S.
BANK NATIONAL ASSOCIATION, AS TRUSTEE (THE "TRUSTEE") ON A PRIVATE PLACEMENT
BASIS PURSUANT TO AN EXEMPTION UNDER SECTION 4(2) OF THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT").
The Company hereby agrees with the several Purchasers as follows:
2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY REPRESENTS AND
WARRANTS TO, AND AGREES WITH, THE SEVERAL PURCHASERS THAT:
(A)
A PRELIMINARY OFFERING CIRCULAR AND AN OFFERING CIRCULAR RELATING TO THE
OFFERED SECURITIES TO BE PURCHASED BY THE PURCHASERS HAVE BEEN PREPARED BY THE
COMPANY. SUCH PRELIMINARY OFFERING CIRCULAR (THE "PRELIMINARY OFFERING
CIRCULAR") AND OFFERING CIRCULAR (THE "OFFERING CIRCULAR"), AS SUPPLEMENTED AS
OF THE DATE OF THIS AGREEMENT, TOGETHER WITH ANY OTHER DOCUMENT APPROVED BY THE
COMPANY FOR USE IN CONNECTION WITH THE CONTEMPLATED RESALE OF THE OFFERED
SECURITIES, ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE "OFFERING DOCUMENT".
ON THE DATE OF THIS AGREEMENT, THE OFFERING DOCUMENT DOES NOT INCLUDE ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING. THE PRECEDING SENTENCE DOES NOT APPLY TO
STATEMENTS IN OR OMISSIONS FROM THE OFFERING DOCUMENT BASED UPON WRITTEN
INFORMATION FURNISHED TO THE COMPANY BY ANY PURCHASER THROUGH CSFB SPECIFICALLY
FOR USE THEREIN, IT BEING UNDERSTOOD AND AGREED THAT THE ONLY SUCH INFORMATION
IS THAT DESCRIBED AS SUCH IN SECTION 7(B) HEREOF.
(B)
THE COMPANY IS SUBJECT TO THE REPORTING REQUIREMENTS OF EITHER SECTION 13
OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 AND FILES REPORTS WITH
THE COMMISSION ON THE ELECTRONIC DATA GATHERING, ANALYSIS, AND RETRIEVAL (EDGAR)
SYSTEM.
(C)
THE COMPANY HAS BEEN DULY INCORPORATED AND IS AN EXISTING CORPORATION IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE, WITH POWER AND AUTHORITY
(CORPORATE AND OTHER) TO OWN ITS PROPERTIES AND CONDUCT ITS BUSINESS AS
DESCRIBED IN THE OFFERING DOCUMENT; AND THE COMPANY IS DULY QUALIFIED TO DO
BUSINESS AS A FOREIGN CORPORATION IN GOOD STANDING IN ALL OTHER JURISDICTIONS IN
WHICH ITS OWNERSHIP OR LEASE OF PROPERTY OR THE CONDUCT