0001104659-07-018805 Sample Contracts

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.

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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.

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