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EXHIBIT 4.3
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PACKAGED ICE, INC.,
as Issuer,
THE SUBSIDIARY GUARANTORS NAMED HEREIN
and
U.S. TRUST COMPANY OF TEXAS, N.A.
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of October 16, 1997
to
INDENTURE
Dated as of April 17, 1997
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12% Series A and Series B Senior Notes due 2004
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FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"),
dated as of October 16, 1997, is by and among Packaged Ice, Inc., a Texas
corporation (the "COMPANY"), the Subsidiary Guarantors listed on the signature
pages hereof, and U.S. Trust Company of Texas, N.A., as trustee (the
"TRUSTEE"). All terms not defined herein shall have the meanings assigned to
them in the Indenture defined below, as such Indenture is amended by this
Supplemental Indenture.
RECITALS
A. The Company, the Subsidiary Guarantors named therein and the
Trustee entered into an indenture, dated as of April 17, 1997 (the
"INDENTURE"), relating to $50,000,000 of the Company's 12% Series A and Series
B Senior Notes due 2004 (the "NOTES").
B. The Company, the Subsidiary Guarantors and the Trustee desire
to enter into a new indenture (the "SERIES C/D INDENTURE"), relating to
$25,000,000 of 12% Series C and Series D Senior Notes due 2004 to be issued by
the Company (the "SERIES C/D NOTES").
C. Pursuant to Section 9.02 of the Indenture, the Company desires
to amend the Indenture to permit the execution and delivery of the Series C/D
Indenture and the issuance of the Series C/D Notes.
D. Pursuant to Section 9.01(1) of the Indenture, the Company
desires to amend the Indenture to correct a defect therein caused by clerical
error.
E. All conditions precedent provided for in the Indenture
relating to this Supplemental Indenture have been complied with.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, the Company,
the Subsidiary Guarantors and the Trustee mutually covenant and agree for the
equal and proportionate benefit of all Holders of the Notes as follows:
ARTICLE ONE
Amendment of Indenture
Section 1.1 Addition of New Definitions to Section 1.01 of the
Indenture. Section 1.01 of the Indenture is hereby amended by inserting in
proper alphabetical order the following new definitions:
"Series C/D Indenture" means that certain Indenture, dated as of
October __, 1997, by and among the Company, the Subsidiary Guarantors
named therein and the Trustee, providing for the issuance of Series
C/D Notes in the aggregate principal amount of $25,000,000, as such
may be amended and supplemented from time to time.
"Series C/D Notes" means the Company's 12% Series C Senior Notes due
2004 and the Company's 12% Series D Senior Notes due 2004, each issued
pursuant to the Series C/D Indenture, as each may be amended and
supplemented from time to time.
Section 1.2 Amendments to Definition of "Permitted Indebtedness"
in Section 1.01 of the Indenture.
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(a) Clause (i) of the definition of the term "Permitted
Indebtedness" in Section 1.01 of the Indenture is hereby amended by deleting
the existing clause (i) and substituting in lieu thereof the following:
(i) Indebtedness under the Securities and the Series C/D
Notes;
(b) Clause (v) of the definition of the term "Permitted
Indebtedness" in Section 1.01 of the Indenture is hereby amended by deleting
the existing clause (v) and substituting in lieu thereof the following:
(v) The Subsidiary Guarantees of the Securities and the
subsidiary guarantees of the Series C/D Notes as provided for in the
Series C/D Indenture;
Section 1.3 Amendment to Section 4.14 of the Indenture. Clause
(2) of Section 4.14 of the Indenture is hereby amended by deleting the existing
clause (2) and substituting in lieu thereof the following:
(2) this Indenture and the Series C/D Indenture;
Section 1.4 Amendment to Section 7.06 of the Indenture. The
second paragraph of Section 7.06 of the Indenture is hereby amended by deleting
the reference therein to the date "May 15" and substituting in lieu thereof the
date "April 15."
ARTICLE TWO
Miscellaneous Provisions
Section 2.1 Counterparts. This Supplemental Indenture may be signed in
counterparts and by the different parties hereto in separate counterparts, each
of which shall constitute an original and all of which together shall
constitute one and the same instrument.
Section 2.2 Severability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
Section 2.3 Headings. The headings of the Articles and Sections of
this Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Supplemental Indenture and shall
in no way modify or restrict any of the terms or provisions hereof.
Section 2.4 Successors and Assigns. All the covenants, stipulations,
promises and agreements in this Supplemental Indenture by or on behalf of the
Company and the Subsidiary Guarantors shall bind their respective successors
and assigns, whether so expressed or not.
Section 2.5 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.
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Section 2.6 Effect of Supplemental Indenture. Except as amended by
this Supplemental Indenture, the terms and provisions of the Indenture shall
remain in full force and effect.
Section 2.7 Trustee. The Trustee accepts the modifications of trusts
referenced in the Indenture and effected by this Supplemental Indenture.
Without limiting the generality of the foregoing, the Trustee assumes no
responsibility for the correctness of the recitals herein contained, which
shall be taken as the statements of the Company and the Subsidiary Guarantors,
and the Trustee shall not be responsible or accountable in any way whatsoever
for or with respect to the validity or execution or sufficiency of this
Supplemental Indenture, and the Trustee makes no representation with respect
thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Supplemental
Indenture as of the date first above written.
PACKAGED ICE, INC.
By:
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Name:
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Title:
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U.S. TRUST COMPANY OF
TEXAS, N.A., as Trustee
By:
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▇▇▇▇ ▇▇▇▇▇▇, Vice President
SUBSIDIARY GUARANTORS:
SOUTHWESTERN ICE, INC.
By:
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Name:
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Title:
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MISSION PARTY ICE, INC.
By:
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Name:
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Title:
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PACKAGED ICE LEASING, INC.
By:
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Name:
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Title:
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SOUTHCO ICE, INC.
By:
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Name:
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Title:
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SOUTHWEST TEXAS PACKAGED ICE, INC.
By:
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Name:
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Title:
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