1
EXHIBIT 10.27
AMENDMENT NO. 2
TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
This Amendment No. 2 dated as of March 14, 1997 (this "Amendment") to
that certain Amended and Restated Shareholders Agreement effective the 20th day
of September, 1995 as amended by that certain Amendment No. 1 to Amended and
Restated Shareholders Agreement dated as of January 17, 1997 (the "Shareholders
Agreement") by and among Packaged Ice, Inc., a Texas corporation (the
"Company"), and the shareholders of the Company set forth on Exhibit A hereto
(the "Shareholders"). All capitalized terms used herein and not defined herein
shall have the meanings set forth in the Shareholders Agreement.
WHEREAS, the parties are desirous of amending the Shareholders
Agreement in order to accommodate the issuance of capital stock to investors.
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 2, subparagraph (B) of the Shareholders
Agreement is hereby amended and restated in its entirety as follows:
(B) Notwithstanding anything to the contrary contained in
this Agreement, it is expressly agreed that a Shareholder shall have
the right to transfer all or any part of his shares of Stock to any
other member of that Shareholder's Affiliate Group. For the purposes
of this Agreement, "Affiliate Group" shall mean those groups of
Shareholders which are described on Exhibit I, attached hereto and
incorporated herein by reference.
In the event of a transfer pursuant to this Section 2 to any
person who is not a Shareholder, the transferee shall (by written
supplement to this Agreement) become a party to this Agreement and
shall thereafter hold his Stock subject to the terms, covenants and
conditions contained in this Agreement.
The Company, in the sole discretion of the Board of Directors,
shall have the right to issue Stock or other securities which are
convertible into Stock which shall not be governed by or restricted by
this Agreement.
2. Effective Date. This Amendment shall be effective 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).
3. Effect of Amendment. Except as expressly amended hereby, the
Shareholders Agreement is hereby ratified and confirmed in every respect and
shall remain in full force and effect in accordance with its terms.
2
4. 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.
5. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Texas.
6. 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.
7. 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.
8. 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:
----------------------------
Xxxxx X. Xxxxxx
Its Chief Executive Officer
SIGNATURE PAGE FOLLOWS
2
3
AMENDMENT NO. 2 TO AMENDED AND RESTATED
SHAREHOLDERS 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:
---------------
3