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EXHIBIT 10.18
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This Amendment is dated as of January 17, 1997 by and among Packaged Ice,
Inc., a Texas corporation (the "Corporation"), Norwest Equity Partners V, a
Minnesota Limited Partnership, and The Food Fund II Limited Partnership
(collectively, the "Investors.")
W I T N E S S E T H
WHEREAS, the Investors purchased shares of the Corporation's $.01 par
value common stock, (the "Common Stock") and Series A Convertible Preferred
Stock ("Series A Preferred Stock") pursuant to a Stock Purchase Agreement dated
as of September 20, 1995 (the "Stock Purchase Agreement"), which Stock Purchase
Agreement is incorporated herein by reference; and
WHEREAS, defined terms used herein shall have the meaning given to such
terms in the Stock Purchase Agreement unless otherwise defined herein; and
WHEREAS, Article 8 of the Stock Purchase Agreement grants the Investors
the right of first refusal to purchase additional securities; and
WHEREAS, on December 11, 1996 the Corporation issued promissory notes,
bearing interest at a rate of 10% compounded monthly, convertible into Series B
Convertible Preferred Stock of the Corporation to Norwest Equity Partners V, a
Minnesota Limited Partnership, The Food Fund II Limited Partnership and Xxxxxx
X. Xxxxxxxxx in the aggregate amount of $750,000 (the "Notes"); and
WHEREAS, the Corporation is desirous of issuing on or before May 31, 1997
at a price of not less than $6.07 per share an aggregate of up to 200,000
shares of Series B Convertible Preferred Stock with the powers, rights and
preferences as are set forth in the Certificate of Resolution attached hereto
as Exhibit A and incorporated herein by reference ("Series B Preferred Stock")
to Norwest Equity Partners V, a Minnesota Limited Partnership, The Food Fund II
Limited Partnership, and Xxxxxx X. Xxxxxxxxx, in exchange for cancellation of
the Notes and forgiveness of accrued interest thereon and to other purchasers
for cash (such issuance of the Notes, the shares of Series B Preferred Stock,
and the subsequent issuance of shares of the Corporation's $.01 par value
common stock upon conversion of the Series B Preferred Stock, shall hereinafter
be referred to as the "Issuances"); and
WHEREAS, the Company and the Investors are desirous of amending the Stock
Purchase Agreement to modify the definition of New Securities to take into
account the Issuances.
NOW, THEREFORE, in consideration of the mutual promises of the parties
hereto and of the mutual benefits to be gained by the performance thereof, the
parties hereto hereby agree as follows:
1. The Stock Purchase Agreement is hereby amended by amending and
restating Section 8.2 thereof as follows:
"8.2 Definition of New Securities. "New Securities" shall mean any
capital stock, any rights, options or warrants to purchase or subscribe
for capital stock, and any securities or other instruments of any type
whatsoever that are, or may become, convertible into or exchangeable for
capital stock; provided, however, that "New Securities" shall not include
(i) securities offered and sold by the Company pursuant to a Public
Offering (as
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hereinafter defined); (ii) shares of the Company's Common Stock (or
related options or rights) issued to the Company's employees and
directors pursuant to a plan adopted by the Board of Directors; (iii)
Common Stock issued by the Company upon the conversion of the Series A
Preferred Stock or Series B Preferred Stock of the Company; and (iv)
shares of the Company's capital stock issued in connection with any
existing option or right listed on the Disclosure Schedule, stock split
or stock dividend by the Company."
2. Except as expressly amended hereby, the Stock Purchase Agreement is
hereby ratified and confirmed in every respect and shall remain in full force
and effect in accordance with its terms.
3. This Amendment shall be effective when executed by the Company and all
the Investors holding the Securities issued under the Stock Purchase Agreement.
4. This Amendment shall be construed and enforced in accordance with the
laws of the State of Texas.
5. This Amendment may be executed in one or more counterparts, all of
which shall together constitute a single agreement. A facsimile of this
Amendment shall be deemed to be an original executed counterpart.
Executed effective the day herein first written above.
PACKAGED ICE, INC.
By:
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Signature Page Follows
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INVESTORS:
THE INVESTORS: NORWEST EQUITY PARTNERS V,
A MINNESOTA LIMITED PARTNERSHIP
By: Itasca Partners V, L.L.P.,
its General Partner
By:
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Name:
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Title:
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THE FOOD FUND II LIMITED PARTNERSHIP
By:
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Name:
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Title:
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