Reddy Ice Holdings Inc Sample Contracts

REDDY ICE CORPORATION, as Company REDDY ICE HOLDINGS, INC., as Parent and the Subsidiary Guarantors party hereto 13.25% Senior Secured Notes due 2015
Indenture • March 16th, 2010 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

INDENTURE, dated as of March 15, 2010 (this “Indenture”), among REDDY ICE CORPORATION, a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), REDDY ICE HOLDINGS, INC. (“Parent”), certain subsidiaries of the Company from time to time parties hereto (the “Subsidiary Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

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FORM OF UNDERWRITING AGREEMENT 4,590,258 shares of Common Stock REDDY ICE HOLDINGS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2006 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

LEHMAN BROTHERS INC. As Representatives of the several Underwriters named in Schedule I attached hereto (the “Representatives”)

SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of April 16, 2012, among REDDY ICE CORPORATION, as the Borrower, and REDDY ICE HOLDINGS INC. AND CERTAIN OTHER SUBSIDIARIES OF REDDY ICE HOLDINGS INC. PARTY HERETO, as...
Credit Agreement • April 20th, 2012 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products

THIS SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (as amended, amended and restated, modified or supplemented from time to time, this “Agreement”), dated as of April 16, 2012, is among REDDY ICE CORPORATION, a Nevada corporation (the “Borrower”), the guarantors party hereto (the “Guarantors”, and together with the Borrower, each a debtor and a debtor-in-possession), the various financial institutions and other Persons from time to time parties hereto (collectively, the “Lenders”) and MACQUARIE BANK LIMITED, as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

REDDY ICE CORPORATION, as Company REDDY ICE HOLDINGS, INC., as Parent and the Subsidiary Guarantors party hereto 11.25% Senior Secured Notes due 2015
Indenture • March 16th, 2010 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

INDENTURE, dated as of March 15, 2010 (this “Indenture”), among REDDY ICE CORPORATION, a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), REDDY ICE HOLDINGS, INC. (“Parent”), certain subsidiaries of the Company from time to time parties hereto (the “Subsidiary Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

151,000,000 Principal Amount at Maturity REDDY ICE HOLDINGS, INC. 10½% Senior Discount Notes Due 2012
Registration Rights Agreement • October 27th, 2004 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

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 10½% 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”).

RESTRICTED STOCK AGREEMENT REDDY ICE HOLDINGS, INC. 2005 LONG TERM INCENTIVE AND SHARE AWARD PLAN, AS AMENDED GRANTEE: [ ] NO. OF SHARES: [ ]
Restricted Stock Agreement • May 1st, 2009 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

This Agreement (the “Agreement”) evidences the award of 26,000 restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the common stock, $0.01 par value per share (“Common Stock”), of Reddy Ice Holdings, Inc., a Delaware corporation (the “Company”), granted to you, [ ], effective as of April 14, 2009 (the “Grant Date”), pursuant to the Reddy Ice Holdings, Inc. 2005 Long Term Incentive and Share Award Plan, as amended (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.

AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • January 6th, 2010 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • Texas

This SEVERANCE AGREEMENT (the “Agreement”), made and entered into as of the day of , 20 (the “Effective Date”), between Reddy Ice Corporation, a Nevada corporation (the “Company”), and , an individual residing at the address set forth on Exhibit A attached hereto (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 15th, 2008 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • Texas

EMPLOYMENT AGREEMENT (the “Employment Agreement”), dated as of September 15, 2008 (the “Employment Date”), between Reddy Ice Corporation, a Nevada corporation (the “Company”), and PAUL D. SMITH, an individual residing at the address set forth on Schedule A attached hereto (the “Executive”).

RESTRICTED STOCK AGREEMENT REDDY ICE HOLDINGS, INC. GRANTEE: PAUL D. SMITH NO. OF SHARES: 20,000
Restricted Stock Agreement • September 15th, 2008 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

This Agreement (the “Agreement”) evidences the award of 20,000 restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the common stock, $0.01 par value per share (“Common Stock”), of Reddy Ice Holdings, Inc., a Delaware corporation (the “Company”), granted to you, Paul D. Smith, effective as of September 15, 2008 (the “Grant Date”), pursuant to the Reddy Ice Holdings, Inc. 2005 Long Term Incentive and Share Award Plan, as amended (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.

WAIVER
Waiver • April 2nd, 2012 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products

This WAIVER (this “Waiver”) is entered into as of March 30, 2012 by and among REDDY ICE CORPORATION, a Nevada corporation (the “Borrower”), MACQUARIE BANK LIMITED (“MBL”), in its capacity as the administrative agent (in such capacity, the “Administrative Agent”) and MBL, and the other financial institutions from time to time parties to the Credit Agreement referred to below (collectively, the “Lenders”). Unless otherwise specified herein, capitalized terms used in this Waiver shall have the meanings ascribed to them in to the Credit Agreement (as hereinafter defined).

FORM OF REDDY ICE HOLDINGS, INC. RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • November 4th, 2005 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

WHEREAS, the Employee has been granted the following award under the Company’s 2005 Long Term Incentive and Share Award Plan (the “Plan”);

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2010 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

This REGISTRATION RIGHTS AGREEMENT dated March 15, 2010 (this “Agreement”) is entered into by and among Reddy Ice Corporation, a Nevada corporation (the “Company”), Reddy Ice Holdings, Inc. (“Parent”) and Broadpoint Capital, Inc., as dealer manager (the “Dealer Manager”).

SEVERANCE AGREEMENT
Severance Agreement • May 1st, 2009 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • Texas

This SEVERANCE AGREEMENT (the “Agreement”), made and entered into as of the 14th day of April, 2009 (the “Effective Date”), between Reddy Ice Corporation, a Nevada corporation (the “Company”), and [ ], an individual residing at the address set forth on Exhibit A attached hereto (the “Executive”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • July 2nd, 2007 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • Delaware
FIRST AMENDMENT AND ASSUMPTION AGREEMENT
First Amendment and Assumption Agreement • March 14th, 2007 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products

This FIRST AMENDMENT AND ASSUMPTION AGREEMENT, dated as of December 29, 2006 (this “Agreement”), is among REDDY ICE HOLDINGS, INC., a Delaware corporation (“Parent”), REDDY ICE GROUP, INC., a Delaware corporation (the “Existing Borrower”), REDDY ICE CORPORATION, a Nevada corporation (the “New Borrower”), 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) party hereto and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent.

SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT
Second Lien Notes Pledge and Security Agreement • March 16th, 2010 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

This SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT, dated as of March 15, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is made by REDDY ICE CORPORATION, a Nevada corporation (the “Company”), REDDY ICE HOLDINGS, INC., a Delaware corporation (“Parent”) and each Subsidiary of the Company (collectively, the “Subsidiary Grantors” and together with the Company and Parent, the “Grantors”) from time to time a party to this Security Agreement, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as collateral agent (together with its successor(s) thereto in such capacity, the “Collateral Agent”) for each of the Secured Parties (terms used herein have the meanings set forth in or incorporated by reference in Article I).

151,000,000 principal amount at maturity Reddy Ice Holdings, Inc. 10½% Senior Discount Notes Due 2012 PURCHASE AGREEMENT
Purchase Agreement • October 27th, 2004 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York
JOINT FILING AGREEMENT
Joint Filing Agreement • November 30th, 2006 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 30th, 2007 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products

THIS AMENDMENT NO. 1, dated as of August 30, 2007 (this “Amendment”), to the AGREEMENT AND PLAN OF MERGER, dated as of July 2, 2007 (the “Agreement”), is made and entered by and among FROZEN, LLC, a Delaware limited liability company, HOCKEY PARENT INC., a Delaware corporation (together with FROZEN, LLC, the “Parents”); HOCKEY MERGERSUB, INC., a Delaware corporation and a wholly-owned subsidiary of the Parents (“Merger Sub”); and REDDY ICE HOLDINGS, INC., a Delaware corporation (the “Company”). Capitalized terms used in this Amendment and not defined herein have the meanings ascribed to them in the Agreement.

March 10, 2009 BY HAND William P. Brick Reddy Ice Holdings, Inc. Dallas, Texas 75231 Dear Bill:
Resignation Agreement • March 10th, 2009 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • Texas

This letter agreement (this “Agreement”) will memorialize your irrevocable notice of voluntary resignation of employment pursuant to Section 4.5 of that certain Employment Agreement (the “Employment Agreement”) dated as of August 14, 2003, between Reddy Ice Corporation (as successor to Reddy Ice Group, Inc.) (the “Company”) and you. You, the Company, and Reddy Ice Holdings, Inc. (“Holdings”) are collectively referred to as the “Parties.” Terms having their initial letters capitalized and not otherwise defined herein shall have the meaning ascribed them in the Employment Agreement.

AMENDED AND RESTATED PARENT GUARANTY AND PLEDGE AGREEMENT
Parent Guaranty and Pledge Agreement • August 24th, 2005 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

This AMENDED AND RESTATED PARENT GUARANTY AND PLEDGE AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), dated as of August 12, 2005 (amending and restating the Parent Guaranty and Pledge Agreement, dated as of August 15, 2003 (the “Existing Agreement”)), is made by REDDY ICE HOLDINGS, INC., a Delaware corporation (the “Guarantor”), in favor of CREDIT SUISSE, acting through its Cayman Islands Branch (“Credit Suisse”), as administrative agent (together with its successors thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties (terms used herein have the meanings set forth, or incorporated by reference, in Article I).

INVESTMENT AGREEMENT
Investment Agreement • April 17th, 2012 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • Delaware

THIS INVESTMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 11, 2012, by and among (a) Reddy Ice Holdings, Inc., a Delaware corporation (and, to the extent it becomes such, as a debtor-in possession and as a reorganized debtor, as applicable, the “Company”), Reddy Ice Corporation, a Nevada corporation (and, to the extent it becomes such, as a debtor-in possession and as a reorganized debtor, as applicable, “Reddy Corp” and, together with the Company, each a “Reddy Party” and, collectively, the “Reddy Parties”), and (b) Centerbridge Capital Partners II, L.P., a Delaware limited partnership, and Centerbridge Capital Partners SBS II, L.P., a Delaware limited partnership (collectively, the “Investor”). Capitalized terms used in this Agreement are defined in Article XII.

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SETTLEMENT AGREEMENT
Settlement Agreement • February 1st, 2008 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

This Settlement Agreement (the “Settlement Agreement”) is made as of January 31, 2008 by, between, and among Reddy Ice Holdings, Inc. (the “Company”), on the one hand, and Frozen, LLC (“Frozen”), Hockey Parent Inc. (“Hockey Parent” and, together with Frozen, the “Parents”), GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd., GSO Credit Opportunities Fund (HELIOS), L.P. (together with GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd., the “Guarantors”) and GSO Capital Partners LP (“GSO” and, together with the Guarantors and the Parents, the “GSO Entities”), on the other hand.

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 16th, 2010 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

This PLEDGE AND SECURITY AGREEMENT, dated as of March 15, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is made by REDDY ICE CORPORATION, a Nevada corporation (the “Borrower”), REDDY ICE HOLDINGS, INC., a Delaware corporation (“Parent”) and each Subsidiary of the Borrower (collectively, the “Subsidiary Grantors” and together with the Borrower and Parent, the “Grantors”) from time to time a party to this Security Agreement, in favor of JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties (terms used herein have the meanings set forth in or incorporated by reference in Article I).

Dealer Manager And Consent Solicitation Agreement
Dealer Manager and Consent Solicitation Agreement • March 31st, 2005 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York
FIRST LIEN INTERCREDITOR AGREEMENT dated as of March 15, 2010, among REDDY ICE CORPORATION, the other GRANTORS party hereto, as Credit Agreement Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Senior Secured Notes Collateral Agent, and...
First Lien Intercreditor Agreement • May 20th, 2010 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

FIRST LIEN INTERCREDITOR AGREEMENT dated as of March 15, 2010 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among REDDY ICE CORPORATION, a Nevada corporation (the “Borrower”), the other GRANTORS (as defined below) party hereto, J.P. MORGAN CHASE BANK, N.A., as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity, the “Credit Agreement Collateral Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Senior Secured Notes Secured Parties (as defined below) (in such capacity, the “Senior Secured Notes Collateral Agent”), and each ADDITIONAL COLLATERAL AGENT from time to time party hereto as collateral agent for any First Lien Obligations (as defined below) of any other Class (as defined below).

Dear Mr. Weaver:
Termination Agreement • December 5th, 2007 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • Texas

This letter agreement (this “Agreement”) confirms the terms relating to the termination of your employment with Reddy Ice Corporation and/or its subsidiaries and affiliates, including Reddy Ice Holdings, Inc. (collectively “Reddy Ice” or the “Company”). Our objective is to provide for a smooth transition and amicable separation. Please read this Agreement carefully, and if the stated terms are acceptable to you, confirm your agreement by signing your name in the indicated space at the end of this letter.

FIRST LIEN NOTES PLEDGE AND SECURITY AGREEMENT
First Lien Notes Pledge and Security Agreement • March 16th, 2010 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

This FIRST LIEN NOTES PLEDGE AND SECURITY AGREEMENT, dated as of March 15, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is made by REDDY ICE CORPORATION, a Nevada corporation (the “Company”), REDDY ICE HOLDINGS, INC., a Delaware corporation (“Parent”) and each Subsidiary of the Company (collectively, the “Subsidiary Grantors” and together with the Company and Parent, the “Grantors”) from time to time a party to this Security Agreement, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as collateral agent (together with its successor(s) thereto in such capacity, the “Collateral Agent”) for each of the Secured Parties (terms used herein have the meanings set forth in or incorporated by reference in Article I).

THIRD AMENDMENT TO CREDIT AGREEMENT and FIRST AMENDMENT TO PARENT GUARANTY AND PLEDGE AGREEMENT
Credit Agreement • October 27th, 2004 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT and FIRST AMENDMENT TO PARENT GUARANTY AND PLEDGE AGREEMENT, dated as of October 22, 2004 (this “Amendment”), is made by REDDY ICE GROUP, INC., a Texas corporation (the “Borrower”), REDDY ICE HOLDINGS, INC., a Delaware corporation (“Parent”), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch (“CSFB”), as the Administrative Agent, CANADIAN IMPERIAL BANK OF COMMERCE and BEAR STEARNS CORPORATE LENDING INC., as the Co-Syndication Agents, 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).

JUNIOR LIEN INTERCREDITOR AGREEMENT
Junior Lien Intercreditor Agreement • May 20th, 2010 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

Reference is made to the Intercreditor Agreement dated as of [ ], 2010 among JPMORGAN CHASE BANK, N.A., as Credit Agreement Collateral Agent, WELLS FARGO BANK NATIONAL ASSOCIATION, as First Lien Notes Collateral Agent, and WELLS FARGO BANK NATIONAL ASSOCIATION, as Junior Lien Collateral Agent, as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time (the “Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 2nd, 2012 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products

This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of March 27, 2012 by and 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 MACQUARIE BANK LIMITED, as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in to the Credit Agreement (as hereinafter defined).

BORROWER PLEDGE AND SECURITY AGREEMENT
Borrower Pledge and Security Agreement • March 14th, 2007 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

This AMENDED AND RESTATED BORROWER PLEDGE AND SECURITY AGREEMENT, dated as of January 1, 2007 (amending, restating, consolidating and combining in their entirety each of the Existing Security Agreements (terms used herein have the meanings set forth in or incorporated by reference in Article I), and as otherwise amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is made by REDDY ICE CORPORATION, a Nevada corporation (the “Grantor”), in favor of CREDIT SUISSE, CAYMAN ISLANDS BRANCH (f/k/a Credit Suisse First Boston, acting through its Cayman Islands Branch) (“CS”), as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 3rd, 2004 • Reddy Ice Holdings Inc • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 20, 2004 (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).

REDDY ICE HOLDINGS, INC. Dallas, Texas 75231
Board Appointment Agreement • April 17th, 2008 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • Delaware

The following sets forth the agreement between Shamrock Activist Value Fund, L.P. (“SAVF”) and its affiliates listed in the signature blocks below (collectively, “Shamrock”) and Reddy Ice Holdings, Inc. (the “Company”):

RESTRUCTURING AND PLAN SUPPORT AGREEMENT
Restructuring and Plan Support Agreement • April 17th, 2012 • Reddy Ice Holdings Inc • Miscellaneous food preparations & kindred products • New York

This RESTRUCTURING AND PLAN SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 11, 2012, by and among (i) Reddy Ice Holdings, Inc. (“Reddy Holdings”) and Reddy Ice Corporation (“Reddy Corp” and with Reddy Holdings, the “Company” or the “Debtors”) and (ii) each of the undersigned holders of the Notes (as defined below) set forth on the signature pages hereto solely in its capacity as a holder thereof and not in its capacity as a holder of any other claim or interest against the Debtors (each, a “Consenting Holder”) (each of the foregoing, a “Party,” and collectively, the “Parties”).

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