PACKAGED ICE INC
EX-10.17 THIRD AMENDMENT TO CREDIT AGREEMENT
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<TYPE>EX-10.17
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<FILENAME>d04140exv10w17.txt
<DESCRIPTION>EX-10.17 THIRD AMENDMENT TO CREDIT AGREEMENT
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                                                                   EXHIBIT 10.17

                        THIRD AMENDMENT TO SECOND AMENDED
                          AND RESTATED CREDIT AGREEMENT


         THIRD Amendment, dated as of March 4, 2003 (this "Amendment"), to the
Second Amended and Restated Credit Agreement, dated as of December 27, 2001, as
amended by the First Amendment dated as of January 30, 2002 and the Second
Amendment dated as of February 19, 2002 (as so amended, the "Credit Agreement")
by and among Packaged Ice, Inc., a Texas corporation (the "Borrower"), the
lenders from time to time party thereto (each a "Lender" and collectively, the
"Lenders"), Ableco Finance LLC, a Delaware limited liability company ("Ableco"),
as collateral agent for the Lenders (in such capacity, the "Collateral Agent")
and The CIT Group/Business Credit, Inc., a New York corporation ("CIT"), as
successor in interest to Ableco as administrative agent for the Lenders (in such
capacity, the "Administrative Agent" and together with the Collateral Agent,
each an "Agent" and collectively, the "Agents").

                                    RECITALS

         The Borrower, the Lenders and the Agents have agreed to amend the
Credit Agreement to allow for the purchase of certain assets and the incurrence
of certain indebtedness by Reddy Ice (as such term is defined in the Credit
Agreement) pursuant to the Agreement and Bill of Sale, dated as of March 4,
2003, by and among Texas Arctic Ice Co., Inc., an Texas corporation, as seller
("Seller") and its principal shareholder, Ronald W. Mendenhall and Reddy Ice, as
purchaser. In consideration of good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto hereby agree as follows:

         1. Definitions.

         All capitalized terms used herein and not otherwise defined herein are
used herein as defined in the Credit Agreement.

         2. Existing Definitions.

                  (a) The definition of the term "Permitted Indebtedness" in
         Section 1.01 of the Credit Agreement is hereby amended by (i)
         designating clause "(h)" as new clause "(i)", (ii) designating clause
         "(i)" as new clause "(j)", and (iii) inserting new clause (h) to read
         in its entirety as follows:

                           "(h) all Indebtedness of Reddy Ice under the Texas
                           Purchase Transaction in a principal amount not to
                           exceed $201,319.83;".

                  (b) Clause (h) of the definition of the term "Permitted Liens"
         in Section 1.01 of the Credit Agreement is hereby amended in its
         entirety to read as follows:

                           "(h) Liens securing Indebtedness permitted by
                           subsections (c) and (h) of the definition of
                           Permitted Indebtedness;".

         3. New Definitions.

                  (a) The definition of the term "Texas Arctic" shall be
         inserted, in alphabetical order, in Section 1.01 of the Credit
         Agreement to read in its entirety as follows:

                           "'Texas Arctic' means Texas Arctic Ice Co., Inc., a
                  Texas corporation."

                  (b) The definition of the term "Texas Purchase Documents"
         shall be inserted, in alphabetical order, in Section 1.01 of the Credit
         Agreement to read in its entirety as follows:



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                  "'Texas Purchase Documents' means (i) the Agreement and Bill
         of Sale, dated as of March 4, 2003, by and among Texas Arctic, as
         seller, and Ronald W. Mendenhall, as the principal shareholder of Texas
         Arctic, and Reddy Ice, as purchaser, (ii) the promissory note, dated as
         of March 4, 2003, made by Reddy Ice in favor of Texas Arctic in the
         principal amount of $201,319.83, and (iii) any documents related
         thereto, in each case as in effect on March 4, 2003."

                  (c) The definition of the term "Texas Purchase Transaction"
         shall be inserted, in alphabetical order, in Section 1.01 of the Credit
         Agreement to read in its entirety as follows:

                  "'Texas Purchase Transaction' means the purchase of certain
         real property and equipment pursuant to the terms of the Texas Purchase
         Documents."

         4. Conditions to Effectiveness. This Amendment shall become effective
(the "Amendment Effective Date") upon satisfaction in full of the following
conditions precedent:

                  (a) The representations and warranties contained in this
         Amendment, Article VI of the Credit Agreement and the other Loan
         Documents shall be correct on and as of the date of this Amendment as
         though made on and as of such date (except where such representations
         and warranties relate to an earlier date in which case such
         representations and warranties shall be true and correct as of such
         earlier date); no Default or Event of Default shall have occurred and
         be continuing on the date of this Amendment, or result from this
         Amendment becoming effective in accordance with its terms.

                  (b) The Collateral Agent shall have received (i) counterparts
         of this Amendment that bear the signatures of each of the Borrower and
         the Lenders and (ii) counterparts of an Acknowledgement and Consent, in
         the form of Annex I to this Amendment, that bear the signature of each
         Guarantor.

                  (c) All legal matters incident to this Amendment shall be
         satisfactory to the Agents and their counsel.

         5. Borrower Representations and Warranties. The Borrower represents and
warrants to the Lenders as follows:

                  (a) The Borrower (i) is duly organized, validly existing and
         in good standing under the laws of the state of its organization and
         (ii) has all requisite power, authority and legal right to execute,
         deliver and perform this Amendment and to perform the Credit Agreement,
         as amended hereby.

                  (b) The execution, delivery and performance by the Borrower of
         this Amendment and the performance by the Borrower of the Credit
         Agreement, as amended hereby (i) have been duly authorized by all
         necessary action, (ii) do not and will not violate or create a default
         under such Borrower's organizational documents, any applicable law or
         any contractual restriction binding on or otherwise affecting the
         Borrower or any of the Borrower's properties, and (iii) except as
         provided in the Loan Documents, do not and will not result in or
         require the creation of any Lien, upon or with respect to the
         Borrower's property.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any Governmental Authority is required in
         connection with the due execution, delivery and performance by the
         Borrower of this Amendment or the performance by the Borrower of the
         Credit Agreement, as amended hereby.

                  (d) This Amendment and the Credit Agreement, as amended
         hereby, constitute the legal, valid and binding obligations of the
         Borrower, enforceable against the Borrower in accordance with their
         terms except to the extent the enforceability thereof may be limited by
         any applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws from time to time in effect




                                      -2-
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         affecting generally the enforcement of creditors' rights and remedies
         and by general principles of equity.

                  (e) The representations and warranties contained in Article VI
         of the Credit Agreement are correct on and as of the date hereof as
         though made on and as of the date hereof (except to the extent such
         representations and warranties expressly relate to an earlier date),
         and no Default or Event of Default has occurred and is continuing on
         and as of the date hereof.

         6. Continued Effectiveness of Credit Agreement. The Borrower hereby (a)
confirms and agrees that each Loan Document to which it is a party is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects except that on and after the Amendment Effective Date all
references in any such Loan Document to "the Credit Agreement", the "Agreement",
"hereto", "hereof", "hereunder", "thereto", "thereof", "thereunder" or words of
like import referring to the Credit Agreement shall mean the Credit Agreement as
amended by this Amendment, and (b) confirms and agrees that to the extent that
any such Loan Document purports to assign or pledge to the Collateral Agent for
the ratable benefit of the Lenders, or to grant to the Collateral Agent for the
ratable benefit of the Lenders a security interest in or Lien on, any collateral
as security for the Obligations of the Borrower, or any of its Subsidiaries or
any Guarantor from time to time existing in respect of the Credit Agreement and
the Loan Documents, such pledge, assignment and/or grant of the security
interest or Lien is hereby ratified and confirmed in all respects.

         7. Miscellaneous.

                  (a) This Amendment may be executed in any number of
         counterparts and by different parties hereto in separate counterparts,
         each of which shall be deemed to be an original but all of which taken
         together shall constitute one and the same agreement. Delivery of an
         executed counterpart of this Amendment by telefacsimile shall be
         equally as effective as delivery of an original executed counterpart of
         this Amendment.

                  (b) Section and paragraph headings herein are included for
         convenience of reference only and shall not constitute a part of this
         Amendment for any other purpose.

                  (c) This Amendment shall be governed by, and construed in
         accordance with, the laws of the State of New York.

                  (d) Borrower will pay on demand all reasonable fees, costs and
         expenses of the Agents and the Lenders in connection with the
         preparation, execution and delivery of this Amendment or otherwise
         payable under the Credit Agreement, including, without limitation,
         reasonable fees, disbursements and other charges of counsel to the
         Agents.

                  [Remainder of page intentionally left blank.]



                                      -3-
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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment, to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                      BORROWER:

                                      PACKAGED ICE, INC.

                                      By:   /s/ STEVEN J. JANUSEK
                                          --------------------------------------
                                          Name:  Steven J. Janusek
                                          Title: Chief Financial Officer

                                      COLLATERAL AGENT AND LENDER:

                                      ABLECO FINANCE LLC

                                      By:   /s/ KEVIN GENDA
                                          --------------------------------------
                                          Name:  Kevin Genda
                                          Title: Senior Vice President

                                      ADMINISTRATIVE AGENT AND LENDER:
                                      THE CIT GROUP/BUSINESS CREDIT, INC.

                                      By:   /s/ MARK PORTER
                                          --------------------------------------
                                          Name:   Mark Porter
                                          Title:  Vice President



                                      -4-
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                                    LENDERS:

                                    A3 FUNDING LP
                                    By:  A3 Fund Management LLC,
                                         its General Partner

                                         By:  /s/ KEVIN GENDA
                                              ----------------------------------
                                              Name:  Kevin Genda
                                              Title: Senior Vice President

                                    A4 FUNDING LP
                                    By:  A4 Fund Management Inc.,
                                         its General Partner

                                         By:  /s/ KEVIN GENDA
                                              ----------------------------------
                                              Name:  Kevin Genda
                                              Title: Senior Vice President


                                      -5-
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                                     ANNEX I

                       FORM OF ACKNOWLEDGEMENT AND CONSENT


         Reference is hereby made to the Second Amended and Restated Credit
Agreement, dated as of December 27, 2001, as amended by the First Amendment
dated as of January 30, 2002 and the Second Amendment dated as of February 19,
2002 (the "Credit Agreement"), by and among Packaged Ice, Inc., a Texas
corporation (the "Borrower"), the financial institutions from time to time party
thereto (the "Lenders"), Ableco Finance LLC, as collateral agent for the Lenders
(in such capacity, the "Collateral Agent"), and The CIT Group/Business Credit,
Inc., as successor in interest to Ableco as administrative agent for the Lenders
(in such capacity, the "Administrative Agent") and the Third Amendment thereto,
dated as of March 4, 2003 (the "Third Amendment"). All terms used herein which
are defined in the Credit Agreement, as amended by the Third Amendment, have the
same meanings herein as set forth in the Credit Agreement as so amended.

                  Each of the undersigned (each, a "Guarantor") is a party to a
Guaranty in which such Guarantor unconditionally guarantees the prompt payment,
as and when due, whether at maturity, by acceleration or otherwise, of all
liabilities (primary, secondary, direct, contingent, sole, joint and/or several)
of the Borrower to the Agents and the Lenders, at any time arising under the
Credit Agreement or any other Loan Document.

         Each of the undersigned hereby (a) confirms and agrees that each Loan
Document to which it is a party is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects except that on and
after the Amendment Effective Date (as defined in the Third Amendment) all
references in any such Loan Document to "the Credit Agreement", the "Agreement",
"thereto", "thereof", "thereunder" or words of like import referring to the
Credit Agreement shall mean the Credit Agreement, as amended by the Third
Amendment, and (b) confirms and agrees that to the extent that any such Loan
Document purports to assign or pledge to the Collateral Agent for the ratable
benefit of the Lenders, or to grant to the Collateral Agent for the ratable
benefit of the Lenders a security interest in or Lien on, any collateral as
security for the Obligations of the Borrower or any Guarantor from time to time
existing in respect of the Credit Agreement and the Loan Documents, such pledge,
assignment and/or grant of the security interest or Lien is hereby ratified and
confirmed in all respects.





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         IN WITNESS WHEREOF, each Guarantor has caused this Acknowledgement and
Consent to be executed by an officer thereunto duly authorized, as of the
Amendment Effective Date.



                                   GUARANTORS

                                   CASSCO ICE & COLD STORAGE, INC.


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                   PACKAGED ICE IP, INC.


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                   REDDY ICE CORPORATION


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                   SOUTHERN BOTTLED WATER COMPANY, INC.


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:





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