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Exhibit 10.9    
    


 
 

AMENDMENT NO.1
  INVESTOR SUBSCRIPTION AGREEMENT


        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"). 



        WHEREAS,
the Purchasers, the Parent and Packaged Ice, Inc. (upon the Merger, to be renamed Reddy Ice Group, Inc.) (with respect to Sections 6 and 18 thereof only) are
parties to that certain investor subscription agreement, dated as of May 12, 2003 (the "Investor Subscription Agreement"); 


        WHEREAS,
subject to the terms and conditions, and in reliance on the representations and warranties set forth in this Amendment, the undersigned parties have agreed to amend the Investor
Subscription Agreement as set forth herein; 


        NOW
THEREFORE, in consideration of the premises and the mutual covenants contained in this Amendment, the Purchasers and the Parent hereby agree as follows. 


        SECTION
1.    Amendments to Investor Subscription Agreement.    On and after the Effective Date (as hereinafter
defined): 


        (a)   Defined Terms. Each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term
in the Investor Subscription Agreement. In addition, the following term shall have the following meaning: 



        "Shareholders Agreement" shall mean the Reddy Ice Holdings, Inc. Shareholders Agreement, dated as of August 14, 2003, by and
among the Company and the Shareholders (as such term is defined therein). 


        (b)   Subscription Obligations. Section 2(a) (and  Schedule I referenced therein) of the Investor Subscription
Agreement are hereby amended to provide that, at the closing of the Merger, the final
subscription obligations (i.e., the equity commitments) of each of the Management Purchasers listed on  Schedule A annexed hereto shall be as set forth
in such Schedule A. 


        (c)   William P. Brick's Permitted Reallocation. Section 2(a) of the
Investor Subscription Agreement is further amended to provide that William P. Brick may reallocate, subject to the reasonable consent of the Sponsor Purchasers as to the allocation, up to $1,717,000
of his equity commitment to the other Management Purchasers and to the Management Investors listed on Schedule A to Annex
I of the Investor Subscription Agreement. 


        (d)   Addition of Management Investors. Section 2(a) of the Investor
Subscription Agreement is further amended to include two (2) additional Management Investors to whom William P. Brick may reallocate his equity commitment: Raymond D. Booth and Marie R.
Metzger. 


        (e)   Effect of Restricted Shares on each Management Purchaser's Subscription Obligation.  Section 2(a) of the Investor Subscription Agreement is further amended and
clarified to include the following language: 



        "The
Restricted Shares issued to each Management Purchaser pursuant to the Shareholders Agreement shall be treated as equity securities purchased by each Management Purchaser in 






 

satisfaction
of each Management Purchaser's subscription obligation to purchase a corresponding number of shares of equity securities under this Agreement." 




        (f)    Closing. Section 2(b) of the Investor Subscription Agreement is
amended to provide that the Closing shall take place at the offices of Akin, Gump, Strauss, Hauer & Feld, L.L.P., 590 Madison Avenue, New York, New York 10022, or at such other place as the
Sponsor Purchasers shall determine. 


        SECTION
2.    Representations and Warranties.    The Purchasers and the Parent hereby represent and warrant that the
representations and warranties made by them in the Investor Subscription Agreement are true and complete on and as of the date hereof as if made on and as of the date hereof. 


        SECTION
3.    Effectiveness.    This Amendment shall be effective as of the day and year first written above (the  "Effective Date") upon its execution and delivery by the Purchasers and the Parent. Except as herein provided, the Investor Subscription Agreement shall
remain unchanged and in full force and effect. 


        SECTION
4.    Counterparts.    This Amendment may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one instrument. 


        SECTION
5.    Applicable Law.    THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 


[Remainder
of this page intentionally left blank. Signature pages follow.] 


2





 

        IN
WITNESS WHEREOF, this Amendment has been duly executed by the Purchasers and the Parent as of the day and year first written above. 



	 	 	REDDY ICE HOLDINGS, INC.

  (f/k/a CAC Holdings Corp.)
	

 	
 	

By:	
 	

/s/  STEVEN A. FLYER      

	 	 	 	 	Name:	Steven A. Flyer
	 	 	 	 	Title:	President
	

 	
 	

By:	
 	

/s/  DAVID E. KING      

	 	 	 	 	Name:	David E. King
	 	 	 	 	Title:	Vice President and Secretary
	

 	
 	

TRIMARAN FUND II, L.L.C.
	 	 	By:	 	Trimaran Fund Management, L.L.C., its investment manager
	

 	
 	

By:	
 	

/s/  STEVEN A. FLYER      

	 	 	 	 	Name:	Steven A. Flyer
	 	 	 	 	Title:	Managing Director
	

 	
 	

TRIMARAN PARALLEL FUND II, L.P.
	 	 	By:	 	Trimaran Fund Management, L.L.C., its investment manager
	

 	
 	

By:	
 	

/s/  STEVEN A. FLYER      

	 	 	 	 	Name:	Steven A. Flyer
	 	 	 	 	Title:	Managing Director
	

 	
 	

TRIMARAN CAPITAL, L.L.C.
	 	 	By:	 	Trimaran Fund Management, L.L.C., its investment manager
	

 	
 	

By:	
 	

/s/  STEVEN A. FLYER      

	 	 	 	 	Name:	Steven A. Flyer
	 	 	 	 	Title:	Managing Director




3





 


	 	 	CIBC EMPLOYEE PRIVATE EQUITY FUND

(TRIMARAN) PARTNERS
	 	 	By:	 	Trimaran Fund Management, L.L.C., its investment manager
	

 	
 	

By:	
 	

/s/  STEVEN A. FLYER      

	 	 	 	 	Name:	Steven A. Flyer
	 	 	 	 	Title:	Managing Director
	

 	
 	

CIBC MB INC.
	 	 	By:	 	Trimaran Fund Management, L.L.C., its investment manager
	

 	
 	

By:	
 	

/s/  STEVEN A. FLYER      

	 	 	 	 	Name:	Steven A. Flyer
	 	 	 	 	Title:	Managing Director
	

 	
 	

BEAR STEARNS MERCHANT BANKING PARTNERS II, L.P.
	

 	
 	

By:	
 	

Bear Stearns Merchant Capital II, L.P. its general partner
	

 	
 	

By:	
 	

JDH Management, L.L.C. its special limited partner
	

 	
 	

By:	
 	

/s/  DAVID E. KING      

	 	 	 	 	Name:	David E. King
	 	 	 	 	Title:	Senior Managing Director
	

 	
 	

BEAR STEARNS MERCHANT BANKING INVESTORS II, L.P.
	

 	
 	

By:	
 	

Bear Stearns Merchant Capital II, L.P. its general partner
	

 	
 	

By:	
 	

JDH Management, L.L.C. its special limited partner
	

 	
 	

By:	
 	

/s/  DAVID E. KING      

	 	 	 	 	Name:	David E. King
	 	 	 	 	Title:	Senior Managing Director




4





 


	 	 	BEAR STEARNS MB-PSERS II, L.P.
	

 	
 	

By:	
 	

Bear Stearns Merchant Capital II, L.P. its general partner
	

 	
 	

By:	
 	

JDH Management, L.L.C. its special limited partner
	

 	
 	

By:	
 	

/s/  DAVID E. KING      

	 	 	 	 	Name:	David E. King
	 	 	 	 	Title:	Senior Managing Director
	

 	
 	

THE BSC EMPLOYEE FUND III, L.P.
	

 	
 	

By:	
 	

Bear Stearns Merchant Capital II, L.P. its general partner
	

 	
 	

By:	
 	

JDH Management, L.L.C. its special limited partner
	

 	
 	

By:	
 	

/s/  DAVID E. KING      

	 	 	 	 	Name:	David E. King
	 	 	 	 	Title:	Senior Managing Director
	

 	
 	

THE BSC EMPLOYEE FUND IV, L.P.
	

 	
 	

By:	
 	

Bear Stearns Merchant Capital II, L.P. its general partner
	

 	
 	

By:	
 	

JDH Management, L.L.C. its special limited partner
	

 	
 	

By:	
 	

/s/  DAVID E. KING      

	 	 	 	 	Name:	David E. King
	 	 	 	 	Title:	Senior Managing Director




5





 


	

 	

/s/  WILLIAM P. BRICK      
 William P. Brick
	

 	

/s/  JIMMY C. WEAVER      
 Jimmy C. Weaver
	

 	

/s/  STEVEN J. JANUSEK      
 Steven J. Janusek
	

 	

/s/  BEN D. KEY      
 Ben D. Key




6





 
 

Schedule A



	Management Purchaser
 
	 	Total Number of

Common Shares
	 	Total Number of

Preferred Shares
	 	Purchase Price

	William P. Brick1	 	291.666667	 	291.666667	 	$	583,333.33
	Jimmy C. Weaver	 	364.583334	 	364.583334	 	$	729,166.67
	Steven J. Janusek	 	160.416666	 	160.416666	 	$	320,833.33
	Ben D. Key	 	94.791666	 	94.791666	 	$	189,583.33






	1
	Brick's
total equity commitment has not changed from $2,300,000, as provided in the Investor Subscription Agreement. Brick's total number of shares and purchase price
provided in this Schedule A take into account the reallocation of a portion of his equity commitment. 









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Exhibit 10.9


AMENDMENT NO.1 INVESTOR SUBSCRIPTION AGREEMENT


Schedule A