CREDIT AGREEMENT, dated as of August 15, 2003, among REDDY ICE GROUP, INC., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, CREDIT SUISSE FIRST BOSTON, acting through its Cayman...Credit Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • New York
THIS CREDIT AGREEMENT, dated as of August 15, 2003, is among REDDY ICE GROUP, INC., a Texas corporation (the "Borrower"), the various financial institutions and other Persons from time to time parties hereto (collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch ("CSFB"), as the administrative agent (in such capacity, the "Administrative Agent") for the Lenders, CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC") and BEAR STEARNS CORPORATE LENDING INC. ("BSCL"), as the co-syndication agents (collectively, in such capacities, the "Co-Syndication Agents") for the Lenders, and CIBC WORLD MARKETS CORP. ("CIBC World Markets"), CSFB and BEAR, STEARNS & CO. INC. ("Bear Stearns"), as the lead arrangers and joint-book-runners (collectively, in such capacities, the "Lead Arrangers").
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • Texas
EMPLOYMENT AGREEMENT (the "Employment Agreement"), dated as of August 14, 2003 (the "Employment Date"), between PACKAGED ICE, INC. (upon the Merger, to be renamed Reddy Ice Group, Inc.), a Texas corporation (the "Company"), and STEVEN J. JANUSEK, an individual residing at 4300 Saddle Ridge Trail, Flower Mound, Texas 75028 (the "Executive").
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • Texas
THIS INDEMNIFICATION AGREEMENT (the "Agreement"), effective August 14, 2003, is made by and between Packaged Ice, Inc. (upon the Merger, to be renamed Reddy Ice Group, Inc.), a Texas corporation (the "Company"), and (the "Indemnitee").
PACKAGED ICE, INC. as Issuer,Southern Bottled Water Co Inc • June 30th, 1998 • Prepared fresh or frozen fish & seafoods • New York
QuickLinks -- Click here to rapidly navigate through this documentStock Option Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • Delaware
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into this 14th day of August, 2003 by and between Reddy Ice Holdings, Inc., a Delaware corporation (the "Parent"), and [ ] (the "Option Holder").
SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • Delaware
THIS SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of November 3, 2003, is made and entered into by and among Raymond D. Booth, William P. Brick, Billy W. Daniel, Tommy L. Dann, Graham D. Davis, Joseph A. Geloso, Nancy G. Green, John M. Hayes Jr., Kenneth B. Himes, Robert L. Hobson, Steven J. Janusek, Ben D. Key, Marie R. Metzger, William A. Newberry, Mark A. Steffek, William A. Tolany, Jimmy C. Weaver, Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., Trimaran Capital, L.L.C., CIBC Employee Private Equity Partners (Trimaran), CIBC MB Inc., Bear Stearns Merchant Banking Partners II, L.P., Bear Stearns Merchant Banking Investors II, L.P., Bear Stearns MB-PSERS II, L.P., The BSC Employee Fund III, L.P., The BSC Employee Fund IV, L.P. (each a "Purchaser" and together the "Purchasers") and Reddy Ice Holdings, Inc., a Delaware corporation ("Parent") and Reddy Ice Corporation, a Nevada corporation (the "Company") (with respect to Sections 6 and 14 hereof only).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • Delaware
THIS SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of August 14, 2003, is made and entered into by and among Graham D. Davis, Joseph A. Geloso, Tommy L. Dann, Billy W. Daniel, William A. Newberry, William A. Tolany, Kenneth B. Himes, Mark A. Steffek, Nancy G. Green, John M. Hayes Jr., Grace E. Corbino, Robert L. Hobson, Raymond D. Booth, Marie R. Metzger (each a "Purchaser" and together the "Purchasers") and Reddy Ice Holdings, Inc. (f/k/a CAC Holdings Corp.), a Delaware corporation (the "Parent") and Packaged Ice, Inc. (upon the Merger, to be renamed Reddy Ice Group, Inc.), a Texas corporation (the "Company") (with respect to Sections 6 and 14 hereof only).
FORM OF EXCHANGE AGENT AGREEMENTSouthern Bottled Water Co Inc • November 13th, 2003 • Miscellaneous food preparations & kindred products • Texas
REDDY ICE HOLDINGS, INC. SHAREHOLDERS AGREEMENTShareholders Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • Delaware
each of Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., Trimaran Capital, L.L.C., CIBC Employee Private Equity Fund (Trimaran) Partners and CIBC MB Inc. (together with any Permitted Transferee thereof, collectively, the "Trimaran Investors");
MONITORING AND MANAGEMENT SERVICES AGREEMENTMonitoring and Management Services Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • New York
This Monitoring and Management Services Agreement (this "Agreement") is made as of August 15, 2003 (the "Effective Date"), by and among Packaged Ice, Inc., a Texas corporation (to be renamed Reddy Ice Group, Inc.) (the "Company"), Reddy Ice Holdings, Inc., a Delaware corporation (formerly known as CAC Holdings Corp.) ("Holdings"), Cube Acquisition Corp, a Texas corporation and wholly-owned subsidiary of Holdings ("Cube"), Trimaran Fund Management, L.L.C., a Delaware limited liability company ("Trimaran") and Bear Stearns Merchant Manager II, LLC, a Delaware limited liability company ("BSMB" and, together with Trimaran, each a "Manager" and together the "Managers").
Form of Supplemental Indenture]Southern Bottled Water Co Inc • November 13th, 2003 • Miscellaneous food preparations & kindred products • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of [ ] (this "First Supplemental Indenture"), is by and among Packaged Ice, Inc., a Texas corporation ("Packaged Ice"), each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (each, a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"), and U.S. Bank National Association, as trustee (the "Trustee").
FORM OF AMENDMENT NO.1 REDDY ICE HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • Delaware
This AMENDMENT NO. 1 TO THE REDDY ICE HOLDINGS, INC. STOCK OPTION AGREEMENT (this "Amendment") is dated as of November 7, 2003, by and between Reddy Ice Holdings, Inc., a Delaware corporation (the "Parent") and [ ] (the "Option Holder").
STOCK PURCHASE AGREEMENT by and among REDDY ICE CORPORATION, TRIANGLE ICE CO., INC., AND THE SHAREHOLDERS OF TRIANGLE ICE CO., INC. November 5, 2003Stock Purchase Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • Delaware
This Stock Purchase Agreement (this "Agreement") is made and dated as of November 5, 2003, by Reddy Ice Corporation, a Nevada corporation ("Buyer"), Triangle Ice Co., Inc., a North Carolina corporation ("Company"), John P. Barker ("J. Barker"), Kelli Barker Holmes ("K. Holmes"), Elizabeth Blair Barker ("E. Barker") and The Educational Foundation, Inc., a North Carolina non-profit corporation ("Foundation"). J. Barker, K. Holmes and E. Barker are sometimes referred to herein individually as "Designated Seller" and collectively as "Designated Sellers." J. Barker, K. Holmes, E. Barker and Foundation are sometimes referred to herein individually as "Seller" and collectively as "Sellers."
INVESTOR SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • Delaware
THIS INVESTOR SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of May 12, 2003, is made and entered into by and among Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., Trimaran Capital, L.L.C., CIBC Employee Private Equity Partners (Trimaran) and CIBC MB Inc. (collectively "Trimaran"), Bear Stearns Merchant Banking Partners II, L.P., Bear Stearns Merchant Banking Investors II, L.P., Bear Stearns MB-PSERS II, L.P., The BSC Employee Fund III, L.P. and The BSC Employee Fund IV, L.P. (collectively "Bear") (each of Bear and Trimaran, a "Sponsor Purchaser" and together the "Sponsor Purchasers"), William P. Brick, Jimmy C. Weaver, Steven J. Janusek and Ben D. Key (each a "Management Purchaser" and together the "Management Purchasers" and together with the Sponsor Purchasers, the "Purchasers"), CAC Holdings Corp., a Delaware corporation ("Parent") and Packaged Ice, Inc., a Texas corporation (the "Company") (with respect to Sections 6 and 18 only).
AMENDMENT NO.1 INVESTOR SUBSCRIPTION AGREEMENTInvestor Subscription Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • Delaware
This AMENDMENT NO. 1 TO THE INVESTOR SUBSCRIPTION AGREEMENT (this "Amendment") is dated as of August 14, 2003, by and among Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., Trimaran Capital, L.L.C., CIBC Employee Private Equity Partners (Trimaran) and CIBC MB Inc. (collectively "Trimaran"), Bear Stearns Merchant Banking Partners II, L.P., Bear Stearns Merchant Banking Investors II, L.P., Bear Stearns MB-PSERS II, L.P., The BSC Employee Fund III, L.P. and The BSC Employee Fund IV, L.P. (collectively "Bear") (each of Bear and Trimaran, a "Sponsor Purchaser" and together the "Sponsor Purchasers"), William P. Brick, Jimmy C. Weaver, Steven J. Janusek and Ben D. Key (each a "Management Purchaser" and together the "Management Purchasers" and together with the Sponsor Purchasers, the "Purchasers") and Reddy Ice Holdings, Inc. (f/k/a CAC Holdings Corp.), a Delaware corporation (the "Parent").
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 13th, 2003 • Southern Bottled Water Co Inc • Miscellaneous food preparations & kindred products • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 17, 2003 (this "Amendment"), to the Existing Credit Agreement (as defined below) is made by REDDY ICE GROUP, INC., a Texas corporation (the "Borrower"), and certain of the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or are defined by reference in, Article I below).
