AMENDMENT NO.1 INVESTOR SUBSCRIPTION AGREEMENT

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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 Xxxxxxx Merchant Banking Partners II, L.P., Bear Xxxxxxx Merchant Banking Investors II, L.P., Bear Xxxxxxx 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"), Xxxxxxx X. Brick, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx and Xxx X. 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)   Xxxxxxx X. Brick's Permitted Reallocation. Section 2(a) of the Investor Subscription Agreement is further amended to provide that Xxxxxxx X. 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 Xxxxxxx X. Brick may reallocate his equity commitment: Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxx.

        (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, Xxxxx & Xxxx, L.L.P., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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.]

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        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/  XXXXXX X. FLYER
				Name:	Xxxxxx X. Flyer
				Title:	President
		By:		/s/  XXXXX X. XXXX
				Name:	Xxxxx X. Xxxx
				Title:	Vice President and Secretary
		TRIMARAN FUND II, L.L.C.
		By:		Trimaran Fund Management, L.L.C., its investment manager
		By:		/s/  XXXXXX X. FLYER
				Name:	Xxxxxx X. Flyer
				Title:	Managing Director
		TRIMARAN PARALLEL FUND II, L.P.
		By:		Trimaran Fund Management, L.L.C., its investment manager
		By:		/s/  XXXXXX X. FLYER
				Name:	Xxxxxx X. Flyer
				Title:	Managing Director
		TRIMARAN CAPITAL, L.L.C.
		By:		Trimaran Fund Management, L.L.C., its investment manager
		By:		/s/  XXXXXX X. FLYER
				Name:	Xxxxxx X. Flyer
				Title:	Managing Director

3

		CIBC EMPLOYEE PRIVATE EQUITY FUND (TRIMARAN) PARTNERS
		By:		Trimaran Fund Management, L.L.C., its investment manager
		By:		/s/  XXXXXX X. FLYER
				Name:	Xxxxxx X. Flyer
				Title:	Managing Director
		CIBC MB INC.
		By:		Trimaran Fund Management, L.L.C., its investment manager
		By:		/s/  XXXXXX X. FLYER
				Name:	Xxxxxx X. Flyer
				Title:	Managing Director
		BEAR XXXXXXX MERCHANT BANKING PARTNERS II, L.P.
		By:		Bear Xxxxxxx Merchant Capital II, L.P. its general partner
		By:		JDH Management, L.L.C. its special limited partner
		By:		/s/  XXXXX X. XXXX
				Name:	Xxxxx X. Xxxx
				Title:	Senior Managing Director
		BEAR XXXXXXX MERCHANT BANKING INVESTORS II, L.P.
		By:		Bear Xxxxxxx Merchant Capital II, L.P. its general partner
		By:		JDH Management, L.L.C. its special limited partner
		By:		/s/  XXXXX X. XXXX
				Name:	Xxxxx X. Xxxx
				Title:	Senior Managing Director

4

		BEAR XXXXXXX MB-PSERS II, L.P.
		By:		Bear Xxxxxxx Merchant Capital II, L.P. its general partner
		By:		JDH Management, L.L.C. its special limited partner
		By:		/s/  XXXXX X. XXXX
				Name:	Xxxxx X. Xxxx
				Title:	Senior Managing Director
		THE BSC EMPLOYEE FUND III, L.P.
		By:		Bear Xxxxxxx Merchant Capital II, L.P. its general partner
		By:		JDH Management, L.L.C. its special limited partner
		By:		/s/  XXXXX X. XXXX
				Name:	Xxxxx X. Xxxx
				Title:	Senior Managing Director
		THE BSC EMPLOYEE FUND IV, L.P.
		By:		Bear Xxxxxxx Merchant Capital II, L.P. its general partner
		By:		JDH Management, L.L.C. its special limited partner
		By:		/s/  XXXXX X. XXXX
				Name:	Xxxxx X. Xxxx
				Title:	Senior Managing Director

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/s/  XXXXXXX X. BRICK Xxxxxxx X. Brick

/s/  XXXXX X. XXXXXX Xxxxx X. Xxxxxx

/s/  XXXXXX X. XXXXXXX Xxxxxx X. Xxxxxxx

/s/  XXX X. KEY Xxx X. Key

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Schedule A

Management Purchaser		Total Number of Common Shares		Total Number of Preferred Shares		Purchase Price
Xxxxxxx X. Brick1		291.666667		291.666667		$	583,333.33
Xxxxx X. Xxxxxx		364.583334		364.583334		$	729,166.67
Xxxxxx X. Xxxxxxx		160.416666		160.416666		$	320,833.33
Xxx X. 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