Reddy Ice Holdings (FRZ)

On November 3, 2005, 9,300 unrestricted common shares were granted to certain employees under the Reddy Ice Holdings, Inc. Long Term Incentive and Share Award Plan (the “2005 Equity Incentive Plan”). On that same date, 682,000 restricted stock units (“RSUs”) were granted to certain employees and each of the independent directors of Reddy Holdings. Each RSU provides for the grant of one share of unrestricted common stock on the date that the vesting terms of each RSU is satisfied.

Fifty percent of each award of RSUs (the “time-vested RSUs”) will vest in four equal annual installments beginning on August 12, 2006 and continuing on August 12 of each of the following three years, provided the recipient remains employed with the Company through such vesting dates. The remaining fifty percent of each award of RSUs (the “performance-vested RSUs”) will vest in four equal annual installments beginning on August 12, 2006 and continuing on August 12 of each of the following three years, provided the recipient remains employed with the Company through such vesting dates and the applicable performance condition for the applicable vesting period is met. The performance condition for each vesting period will be based on the Company’s earned distributable cash per share (as defined in the related restricted share unit agreement) for such vesting period. Each vesting period will begin on July 1 and end on June 30 of the subsequent year. All RSUs will immediately vest in full, and shares will be distributed, at the time of a Change in Control (as defined in the 2005 Equity Incentive Plan).  If in any performance period the performance condition for a subsequent performance period is achieved, performance-vested RSUs will be entitled to dividend equivalent rights in the subsequent performance period equal to the dividends which would be payable on the shares of common stock represented by the RSUs subject to vesting in that period.  Payments of such dividend equivalents will be made in cash to the holders of RSUs at the time of actual dividend payments and will not be subject to vesting.  Time-vested RSUs will not be entitled to dividend equivalent rights.

12.    Subsequent Event

        On July 19, 2005, Reddy Holdings commenced a consent solicitation for the primary purpose of amending the definition of the term "Consolidated Net Income" in the indenture governing the Discount Notes in order to exclude certain one-time costs and expenses associated with Reddy Holdings' proposed initial public offering of its common stock (see Note 6). Reddy Holdings received the requisite consents from registered holders of the Discount Notes on July 28, 2005. The payment of the $1.3 million consent fee is contingent upon the closing of the proposed initial public offering of Reddy Holdings' common stock.