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EXHIBIT 10.7
AMENDMENT NO. 3
TO
AMENDED AND RESTATED VOTING AGREEMENT
This Amendment No. 3 dated as of November 4, 1997 (this "Amendment")
to that certain Amended and Restated Voting Agreement effective the 20th day of
September, 1995 as amended by that certain Amendment No. 1 to Amended and
Restated Voting Agreement dated as of January 17, 1997, as amended by that
certain Amendment No. 2 to Amended and Restated Voting Agreement dated as of
March 14, 1997 (together, the "Voting Agreement") is entered into by and among
Packaged Ice, Inc., a Texas corporation (the "Company"), and the shareholders
of the Company (the "Shareholders") who have executed a counterpart signature
page of this Agreement. All capitalized terms used herein and not defined
herein shall have the meanings set forth in the Voting Agreement.
WHEREAS, the parties are desirous of expanding the Board of Directors
in the future.
NOW, THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, the parties do hereby agree as follows:
1. Amendments. Section 4, subparagraph (A) of the Voting
Agreement is hereby amended and restated in its entirety as follows:
"(A) to fix and maintain the number of directors no more
than twelve (12)."
2. Section 4 of the Voting Agreement is amended to add a new
paragraph as follows:
Notwithstanding anything to the contrary contained in
this Agreement, in the event the Company breaches a covenant
under the Securities Purchase Agreement between the Company
and Culligan Water Technologies, Inc. entered into on or about
December 2, 1997, at any time any share of 10% Exchangeable
Preferred Stock is outstanding, the Shareholders agree that
the number of directors will be increased to an even number
and the holders of the outstanding shares of Series C
Preferred Stock shall have the right to designate one-half of
the directors until such breach is cured or waived, and the
Shareholders shall vote all of their shares of capital stock
of the Company presently owned or hereafter acquired by them
(whether owned of record or over which any person exercises
voting control) to remove such directors as is necessary to
allow the holders of the outstanding shares of Series C
Preferred Stock to elect one- half of all directors, and to
cause and maintain the election of such directors as
designated by the holders of the outstanding shares of Series
C Preferred Stock until such breach is cured or waived.
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3. Effective Date. This Amendment shall be effective (i) when
executed by 80% of the Shareholders (in interest, with the Common Stock, the
Series A Preferred Stock and the Series B Preferred Stock voting as a single
class, with the Series A Preferred Stock and Series B Preferred Stock voting on
an as-converted basis) and (ii) when executed by Culligan Water Technologies,
Inc..
4. Effect of Amendment. Except as expressly amended hereby, the
Voting Agreement is hereby ratified and confirmed in every respect and shall
remain in full force and effect in accordance with its terms.
5. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, all of
which taken together shall constitute one and the same instrument. A facsimile
of an executed counterpart shall be deemed to be an original, executed
counterpart.
6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Texas.
7. Corporate Authority. Each entity which is a party to this
Amendment respectively represents and warrants to the other parties that all
necessary corporate, trust or other action has been duly taken to authorize
execution and delivery of this Amendment and the performance or observance of
the provisions of this Amendment.
8. Severability. If any provision of this Amendment is to any
extent found to be invalid, illegal or unenforceable in any respect under
applicable law, that provision shall still be effective to the extent it
remains valid, and the remainder of this Amendment also will continue to be
valid.
9. Entire Agreement. This Amendment supersedes all previous and
contemporaneous oral negotiations, commitments, writings and understandings
among the parties hereto concerning the subject matter of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
PACKAGED ICE, INC.
By:
---------------------------------
X.X. Xxxxx III, President
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SIGNATURE PAGE FOLLOWS
AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT
SHAREHOLDERS COUNTERPART SIGNATURE PAGE
SHAREHOLDER:
If a Person:
--------------------------------
Print Name
----------------------
If an Entity:
--------------------------------
By:
-----------------------------
Print Name:
---------------------
Title:
--------------------------
Number of Shares of Common
Stock:
--------------------------
Number of Shares of Series A
Preferred Stock:
----------------
Number of Shares of Series B
Preferred Stock:
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