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                                                                    EXHIBIT 10.1


                               SECOND AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


                  This Second Amendment to Amended and Restated Credit
Agreement, dated as of May 14, 2001 (this "Amendment") is among PACKAGED ICE,
INC. (the "Borrower"), BANK OF AMERICA, N.A., individually as a Lender
("BofA") and as a co-agent and the administrative agent (the "Agent"),
ANTARES CAPITAL CORPORATION, as a Lender ("Antares") and as a co-agent, GMAC
BUSINESS CREDIT, LLC, as a Lender ("GMAC"), LASALLE BUSINESS CREDIT, INC., as
a Lender ("LaSalle"), THE PROVIDENT BANK, as a Lender ("Provident"), and
HARRIS TRUST AND SAVINGS BANK, as a Lender ("Harris" and collectively with
BofA, Antares, GMAC, LaSalle and Provident, the "Lenders").

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, the Borrower, the Agent and the Lenders are
parties to that certain Amended and Restated Credit Agreement dated as of
November 28, 2000 (as amended, restated, modified and otherwise supplemented
from time to time, the "Credit Agreement"; capitalized terms not otherwise
defined herein having the definitions provided therefore in the Credit
Agreement), and to that First Amendment and Limited Waiver to the Amended and
Restated Credit Agreement, dated as of February 28, 2001, and to certain
other documents executed in connection with the Credit Agreement; and

                  WHEREAS, the parties hereto wish to amend the Credit
Agreement as provided herein;

                  NOW, THEREFORE, the parties hereto agree as follows:

                  1.       AMENDMENTS TO THE CREDIT AGREEMENT.

                  (a)      MINIMUM BORROWING BASE AVAILABILITY. Section 4.16
of the Credit Agreement is hereby amended by deleting the date "May 31" in
the first sentence thereof and replacing it with "July 15".

                  (b)      CAPITAL EXPENDITURES. Section 6.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

                  6.1      CAPITAL EXPENDITURES. The Borrower and its
Subsidiaries shall not make or commit to make Capital Expenditures (i) for
the fiscal year ending on December 31, 2000, in excess of $25,000,000 and
(ii) for each fiscal year thereafter, in excess of $17,500,000 (the "CAPITAL
EXPENDITURE LIMITATION").

                  (c)      FUNDED DEBT TO EBITDA RATIO. Section 6.2 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

                  6.2      FUNDED DEBT TO EBITDA RATIO. The Borrower and its
Subsidiaries, on a consolidated basis, shall not permit its Funded Debt to
EBITDA Ratio determined as of each date set


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forth below for the twelve month period then ended to be greater than the
maximum ratio set forth in the table below opposite such date:

<TABLE>
<CAPTION>
         Date                                            Maximum Funded Debt to EBITDA Ratio
         ----                                            -----------------------------------
         <S>                                             <C>
         December 31, 2000                                              6.00:1
         March 31, 2001                                                 6.80:1
         June 30, 2001                                                  6.60:1
         September 30, 2001                                             6.00:1
         December 31, 2001                                              5.60:1
         March 31, 2002                                                 6.00:1
         June 30, 2002                                                  5.80:1
         September 30, 2002                                             5.25:1
         December 31, 2002 and the last day of each                     5.25:1
         fiscal quarter thereafter
</TABLE>

                  (d)      APPLICABLE MARGIN. The definition of "Applicable
Margin" in the Credit Agreement is hereby amended by amending and restating
the tables set forth therein in their entirety to read as follows (such
amendment and restatement to be effective with respect to all calculations of
the Applicable Margin from and after the date hereof):

(a)      with respect to Revolver Loans and the Equipment Term Loan,

<TABLE>
<CAPTION>
Funded Debt to
EBITDA Ratio                                  Base Rate Margin           LIBOR Rate Margin
--------------                                ----------------           -----------------
<S>                                           <C>                        <C>
6.5 to 1.0 or greater                               1.50%                      3.75%

6.0 to 1.0 or greater, but less than                1.25%                      3.50%
6.5 to 1.0

5.5 to 1.0 or greater, but less than                0.75%                      3.00%
6.0 to 1.0

4.0 to 1.0 or greater, but less than                0.50%                      2.75%
5.5 to 1.0

less than 4.0 to 1.0                                0.00%                      2.25%
</TABLE>

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(b)      with respect to the Real Estate Term Loan,

<TABLE>
<CAPTION>
Funded Debt to
EBITDA Ratio                                  Base Rate Margin           LIBOR Rate Margin
--------------                                ----------------           -----------------
<S>                                           <C>                        <C>
6.5 to 1.0 or greater                               1.75%                      4.00%

6.0 to 1.0 or greater, but less than                1.50%                      3.75%
6.5 to 1.0

5.5 to 1.0 or greater, but less than                1.00%                      3.25%
6.0 to 1.0

4.0 to 1.0 or greater, but less than                0.75%                      3.00%
5.5 to 1.0

less than 4.0 to 1.0                                0.25%                      2.50%
</TABLE>

                  (e)      SEASONAL OVERADVANCE AMOUNT. The definition of
"Seasonal Overadvance Amount" in the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "SEASONAL OVERADVANCE AMOUNT" means (a) during January 28
through May 31 of calendar year 2001, $15,000,000, (b) during June 1 through
June 30 of calendar year 2001, $7,500,000, (c) during January 28 through
May 31 of calendar year 2002, $12,000,000, (d) during June 1 through June 30 of
calendar year 2002, $6,000,000, (e) during January 28 through May 31 of
calendar year 2003, $6,000,000, (f) during June 1 through June 30 of calendar
year 2003, $3,000,000 and (g) at all other times, $0.

                  2.       CONDITIONS PRECEDENT. The effectiveness of this
Amendment is subject to the satisfaction of the following conditions precedent:

                  (a)      AMENDMENT. The Borrower shall have executed and
delivered this Amendment.

                  (b)      AMENDMENT FEE. The Borrower shall have paid to the
Agent, for the ratable benefit of the Lenders, an amendment fee in the amount of
the product of (i) .00125 multiplied by (ii) the Lenders' Commitments as reduced
by any principal prepayments made prior to the date hereof under the Term Loans.

                  (c)      PAYMENT OF FEES. The Borrower shall pay all accrued
and unpaid fees, costs and expenses to the extent then due and payable, together
with Attorney Costs of the Agent, including, without limitation, costs and
expenses incurred in connection with this Amendment.

                  (d)      OTHER DOCUMENTS. The Borrower shall, and shall cause
its Subsidiaries to, execute and deliver such other approvals, opinions,
documents or materials as the Agent may reasonably request.

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                  (e)      NO EXISTING DEFAULT. After giving effect to this
Amendment, no Default or Event of Default shall exist as of the date hereof.

                  3.       MISCELLANEOUS

                  (a)      CAPTIONS. Section captions used in this Amendment are
for convenience only, and shall not affect the construction of this Amendment.

                  (b)      GOVERNING LAW. This Amendment shall be a contract
made under and governed by the laws of the State of Texas, without regard to
conflict of laws principles.

                  (c)      COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Amendment.

                  (d)      SUCCESSORS AND ASSIGNS. This Amendment shall be
binding upon the Borrower, the Agent and the Lenders and their respective
successors and assigns, and shall inure to the sole benefit of the Borrower, the
Agent and the Lenders and the successors and assigns of the Borrower, the Agent
and the Lenders.

                  (e)      REFERENCES. Any reference to the Credit Agreement
contained in any notice, request, certificate, or other document executed
concurrently with or after the execution and delivery of this Amendment shall be
deemed to include this Amendment unless the context shall otherwise require.

                  (f)      CONTINUED EFFECTIVENESS. Notwithstanding anything
contained herein, the terms of this Amendment are not intended to and do not
serve to effect a novation as to the Credit Agreement. The Credit Agreement as
amended hereby and each of the Loan Documents remain in full force and effect.


                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their duly authorized officers as
of the day and year first above written.


                                    PACKAGED ICE, INC., as the Borrower


                                    By:____________________________
                                    Its:____________________________



                                    BANK OF AMERICA, N.A., as the Agent
                                    and a Lender


                                    By:____________________________
                                    Its:____________________________



                                    ANTARES CAPITAL CORPORATION, as a Lender


                                    By:____________________________
                                    Its:____________________________



                                    GMAC BUSINESS CREDIT, LLC, as a Lender


                                    By:____________________________
                                    Its:____________________________


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                                    LASALLE BUSINESS CREDIT, INC., as a Lender


                                    By:____________________________
                                    Its:____________________________



                                    HARRIS TRUST AND SAVINGS BANK, as a Lender


                                    By:____________________________
                                    Its:____________________________



                                    THE PROVIDENT BANK, as a Lender


                                    By:____________________________
                                    Its:____________________________