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                                                                   Exhibit 10.45

            THIRD AMENDMENT TO MASTER LEASE AGREEMENT, effective as of the 2 day
of March, 2004 (this "AMENDMENT"), between Americold Realty Trust, a Maryland
real estate investment trust ("LANDLORD"), and Americold Logistics, LLC, a
Delaware limited liability company ("TENANT").

                               W I T N E S E T H:
                               ------------------

            WHEREAS, Americold Real Estate, L.P., Landlord's predecessor in
interest, and Tenant were parties to a certain Master Lease Agreement, dated as
of April 22, 1998, as amended by that certain First Amendment to Master Lease
Agreement, dated as of March 10, 1999, as further amended by that certain Second
Amendment to Master Lease Agreement, dated as of February 22, 2001, and as
further amended by that letter agreement, dated March 7, 2003 (as so amended,
the "Master Lease");

            WHEREAS, Landlord and Tenant wish to amend the Master Lease (as set
forth more fully below) in order to expand the maturity of the current rent
deferral period.

            NOW, THEREFORE, for TEN DOLLARS and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

            1. DEFINITIONS. All capitalized terms used but not defined herein
shall have the meanings given such terms in the Master Lease.

            2. RENT. The paragraph in Section 3.1(a) of the Lease beginning with
the phrase "Notwithstanding the foregoing, for each Lease Year through the Lease
Year expiring December 31, 2003, to the extent that Available Cash is less than
the amount of Fixed Rent and Percentage Rent" through (and including) the
sentence "Tenant's failure to pay to Landlord on or prior to December 31, 2003
any amounts of Minimum Rent and/or Percentage Rent deferred by Tenant pursuant
to the foregoing provisions shall be an Event of Default hereunder." is hereby
amended by replacing every instance of the year "2003" with the year "2005".

            3. AUTHORITY. Each party hereto represents and warrants that this
Amendment has been duly authorized, executed and delivered on behalf of such
party.

            4. MISCELLANEOUS.

                        (a) The Master Lease is in full force and effect and,
            except as set forth herein, unmodified.

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                                                                   Exhibit 10.45

                        (b) This Amendment may be executed in any number of
            counterparts, each of which where so executed and delivered shall be
            an original, but all of which shall constitute one and the same
            instrument.

                        (c) In all respects, except to the extent that the
            context otherwise requires, references to "this Lease" (and words of
            similar import) in the Master Lease prior to its amendment hereby
            shall be deemed to refer to the Master Lease as amended hereby and
            as the same may hereafter be amended.

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                                                                   Exhibit 10.45

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized representatives effective as of the
day and year first above written.

                                    LANDLORD:

                                    AMERICOLD REALTY TRUST, a Maryland real
                                    estate investment trust

                                    By: /s/ JOSEPH MACNOW
                                        ----------------------------------------
                                    Name:  Joseph Macnow
                                    Title: Vice President

                                    TENANT:

                                    AMERICOLD LOGISTICS, LLC, a Delaware limited
                                    liability company

                                    By: /s/ JOSEPH MACNOW
                                        ----------------------------------------
                                    Name:  Joseph Macnow
                                    Title: Vice President

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