EX-10.1



 Exhibit 10.1 

CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT 

CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 6, 2018 (this “Agreement”), among Americold Realty
Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), Americold Realty Trust, a Maryland real estate investment trust (the “Company”), the Guarantors, Lenders, Letter of Credit Issuers and
Swing Line Lender (each as defined the Credit Agreement described below) party hereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

WHEREAS, the Borrower, the Company, the Lenders, the Letter of Credit Issuers, the Swing Line Lender and the Administrative Agent are party to
that certain Credit Agreement, dated as of January 23, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), and the Borrower, the Guarantors and the Administrative Agent are party to the Guarantee and Collateral Agreement; and 

WHEREAS, the Borrower notified the Administrative Agent that it intends to prepay the Term Loan in the amount of $50,000,000 (the
“Prepayment”) with the Prepayment to be applied to the Term Loans of the Lenders in the amounts set forth on Annex I hereto rather than in accordance with their respective Applicable Percentages in respect of the Term Loan Facility
as required under Section 5.1(a) of the Credit Agreement; and 
 WHEREAS, the Borrower has requested that, concurrently with the
Prepayment, the Lenders increase the Total Revolving Credit Commitment from $400,000,000 to $450,000,000 (the “Revolver Increase”). 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows: 
 SECTION 1.    Consent. Subject to all of the terms and conditions set forth in
this Agreement, each of the Lenders hereby consents, as of the Effective Date (as hereinafter defined), to (a) the application of the Prepayment to the Term Loans of the Lenders in the amounts set forth on Annex I hereto and (b) increasing
its Revolving Credit Commitment to the amount set forth opposite such Lender’s name on Annex II hereto under the caption “Revolving Credit Commitment.” 

SECTION 2.    Amendment to Credit Agreement. Subject to all of the terms and conditions set
forth in this Agreement, as of the Effective Date, the Credit Agreement is hereby amended by replacing Schedule 1.1A to the Credit Agreement in its entirety with the Schedule 1.1A attached hereto as Annex II. 

SECTION 3.    Conditions to Effectiveness. This Agreement shall be deemed effective as of the
first date (such date being referred to herein as the “Effective Date”) on which all of the following conditions precedent have been satisfied or waived in writing: 

3.1    the Administrative Agent shall have received counterparts of this Agreement duly executed by each of the
Loan Parties, the Administrative Agent and each of the Lenders; 







 3.2    the Borrower shall have made the Prepayment; 

3.3    no Default or Event of Default has occurred and is continuing on the Effective Date or would (giving effect
to this Agreement) result from the Revolver Increase; 
 3.4    before and after giving effect to the Revolver
Increase (giving effect to this Agreement), each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality
or Material Adverse Effect, in all respects) on the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all
material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date); and 

3.5    the Borrower shall have delivered to the Administrative Agent a certificate of the Borrower dated as of the
Effective Date, signed by a Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to the Revolver Increase and certifying that the conditions in clauses 3.3 and 3.4 above have
been satisfied. 
 SECTION 4.    Representations and Warranties. Each of the Loan Parties
reaffirms and restates the representations and warranties made by it in or pursuant to the Loan Documents, in each case, after giving effect to the amendments to the Credit Agreement contemplated by this Agreement, and all such representations and
warranties are true and correct in all material respects on and as of the date of this Agreement as if 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 have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date). Each of the Loan Parties additionally represents and warrants (which
representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent, the Swing Line Lender, the Letter of Credit Issuers and the Lenders that: 

(a)    it has the corporate, limited liability or limited partnership, as applicable, power and authority,
and the legal right, to enter into and perform this Agreement and the transactions contemplated hereby and has taken all necessary organizational action to authorize the execution, delivery and performance of this Agreement and the transactions
contemplated hereby; 
 (b)    no consent or authorization of, filing with, notice to or other act by or
in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the transactions contemplated hereby, except consents,
authorizations, filings and notices that have been obtained or made and are in full force and effect; 

  
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 (c)    this Agreement has been duly executed and delivered on
behalf of each Loan Party, and is a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); 

(d)    no Default or Event of Default has occurred and is continuing; and 

(e)    the execution, delivery and performance of this Agreement and the other Loan Documents, the
borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Material Contract or any Governing Document of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any
of their respective properties or revenues pursuant to any such Material Contract (other than the Liens created by the Collateral Documents). 

SECTION 5.    Affirmation of Guarantors. Each Guarantor hereby approves and consents to this
Agreement and the transactions contemplated by this Agreement and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit
Agreement and all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms. 

SECTION 6.    Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent
for its reasonable and out-of-pocket expenses incurred in connection with this Amendment to the extent required under Section 12.5 of the Credit Agreement. 

SECTION 7.    Ratification. 

(a)    The Credit Agreement, as amended by this Agreement, and the other Loan Documents remain in full force and effect and
are hereby ratified and affirmed by the Loan Parties. Each of the Loan Parties hereby reaffirms and admits the validity and enforceability of the Credit Agreement, as amended by this Agreement, and the other Loan Documents. 

(b)    This Agreement shall be limited precisely as written and, except as expressly provided herein, shall not be deemed
(i) to be a consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the Credit Agreement, any other Loan Document or any of the instruments or agreements referred to in any thereof or a waiver of any
Default or Event of Default, whether or not known to the Administrative Agent, the Swing Line Lender, any of the Letter of Credit Issuers or any of the Lenders, or (ii) to prejudice any right or remedy which the Administrative Agent, the Swing
Line Lender, any of the Letter of Credit Issuers or any of the Lenders may now have or have in the future against any Person under or in connection with the Credit Agreement, any of the instruments or agreements referred to therein or any of the
transactions contemplated thereby. 

  
 3 








 SECTION 8.    Modifications. Neither this
Agreement, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto. 

SECTION 9.    References. The Loan Parties acknowledge and agree that this Agreement
constitutes a Loan Document. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in each other Loan Document (and the other
documents and instruments delivered pursuant to or in connection therewith) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Credit Agreement as modified
hereby and as each may in the future be amended, restated, supplemented or modified from time to time. 
 SECTION
10.    Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 

SECTION 11.    Successors and Assigns. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns. 
 SECTION
12.    Severability. If any provision of this Agreement is prohibited, illegal, invalid or unenforceable in any jurisdiction, (a) such provision shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction and (b) the parties shall endeavor in good faith negotiations to replace the prohibited, illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
prohibited, illegal, invalid or unenforceable provisions. 
 SECTION 13.    Governing Law.
THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 

SECTION 14.    Headings. Section headings in this Agreement are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
 [The remainder of this page left
blank intentionally] 

  
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 IN WITNESS WHEREOF, the Loan Parties, the Lenders, the Letter of Credit Issuers, the Swing
Line Lender and the Administrative Agent have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. 

 

			
	AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.


 
			
		
	By:	 	 /s/ Marc J. Smernoff

	Name:	 	Marc J. Smernoff
	Title:	 	Chief Financial Officer


 
			
	
	AMERICOLD REALTY TRUST


 
			
		
	By:	 	 /s/ Marc J. Smernoff

	Name:	 	Marc J. Smernoff
	Title:	 	Chief Financial Officer



  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	AMERICOLD ACQUISITION, LLC
	AMERICOLD LOGISTICS, LLC
	AMERICOLD NEBRASKA LEASING LLC
	AMERICOLD PROPCO PHOENIX VAN BUREN LLC
	AMERICOLD REAL ESTATE, L.P.
	AMERICOLD REALTY, INC.
	AMERICOLD SAN ANTONIO PROPCO, LLC
	AMERICOLD TRANSPORTATION SERVICES, LLC
	ART AL HOLDING LLC
	ART FIRST MEZZANINE BORROWER GP LLC
	ART FIRST MEZZANINE BORROWER OPCO 2006-2 L.P.
	ART FIRST MEZZANINE BORROWER OPCO GP 2006-2 LLC
	ART FIRST MEZZANINE BORROWER PROPCO 2006-2 L.P.
	ART FIRST MEZZANINE BORROWER PROPCO GP 2006-2 LLC
	ART FIRST MEZZANINE BORROWER, L.P.
	ART ICECAP HOLDINGS LLC
	ART MANAGER L.L.C.
	ART MORTGAGE BORROWER GP LLC
	ART MORTGAGE BORROWER, L.P.
	ART MORTGAGE BORROWER OPCO 2006-1A L.P.
	ART MORTGAGE BORROWER OPCO 2006-1B L.P.
	ART MORTGAGE BORROWER OPCO 2006-1C L.P.
	ART MORTGAGE BORROWER OPCO 2006-2 L.P.
	ART MORTGAGE BORROWER OPCO GP 2006-1A LLC
	ART MORTGAGE BORROWER OPCO GP 2006-1B LLC
	ART MORTGAGE BORROWER OPCO GP 2006-1C LLC
	ART MORTGAGE BORROWER OPCO GP 2006-2 LLC
	ART MORTGAGE BORROWER PROPCO 2006-1A L.P.
	ART MORTGAGE BORROWER PROPCO 2006-1B L.P.
	ART MORTGAGE BORROWER PROPCO 2006-1C L.P.
	ART MORTGAGE BORROWER PROPCO 2006-2 L.P.
	ART MORTGAGE BORROWER PROPCO GP 2006-1A LLC
	ART MORTGAGE BORROWER PROPCO GP 2006-1B LLC
	ART MORTGAGE BORROWER PROPCO GP 2006-1C LLC
	ART MORTGAGE BORROWER PROPCO GP 2006-2 LLC
	ART QUARRY TRS LLC
	ART SECOND MEZZANINE BORROWER GP LLC
	ART SECOND MEZZANINE BORROWER, L.P.
	ATLAS COLD STORAGE LOGISTICS LLC
	ATLAS LOGISTICS GROUP RETAIL SERVICES (ATLANTA) LLC
	ATLAS LOGISTICS GROUP RETAIL SERVICES (DENVER) LLC
	ATLAS LOGISTICS GROUP RETAIL SERVICES (PHOENIX) LLC
	ATLAS LOGISTICS GROUP RETAIL SERVICES (ROANOKE) LLC
	KC UNDERGROUND, L.L.C.
	VCD PLEDGE HOLDINGS, LLC
	VERSACOLD ATLAS LOGISTICS SERVICES USA LLC
	VERSACOLD LOGISTICS, LLC
	VERSACOLD MIDWEST LLC
	VERSACOLD NORTHEAST LOGISTICS, LLC
	VERSACOLD NORTHEAST, INC.
	VERSACOLD TEXAS, L.P.
	VERSACOLD USA, INC.


 
			
		
	 By:
	 	 /s/ Marc J. Smernoff

	Name:	 	 Marc J. Smernoff

	Title:	 	 Chief Financial Officer




  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	 BANK OF AMERICA, N.A., as

Administrative Agent



 
			
		
	 By:
	 	 /s/ Aamir Saleem

	 Name:
	 	 Aamir Saleem

	 Title:
	 	 Vice President




  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	BANK OF AMERICA, N.A., as a Lender, a Letter of Credit Issuer and the Swing Line Lender


 
			
		
	 By:
	 	 /s/ Jonathan Salzinger

	 Name:
	 	 Jonathan Salzinger

	 Title:
	 	 Vice President




  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	JPMORGAN CHASE BANK N.A., as a Lender and a Letter of Credit Issuer


 
			
		
	 By:
	 	 /s/ Jaime Gitler

	 Name:
	 	Jaime Gitler
	Title:	 	 Vice President




  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	 COOPERATIEVE RABOBANK U.A.,

NEW YORK BRANCH, as a Lender



 
			
		
	 By:
	 	 /s/ Olivia Leong

	 Name:
	 	 Olivia Leong

	 Title:
	 	 Executive Director

		
	 By:
	 	 /s/ Bram Stevens

	 Name:
	 	 Bram Stevens

	 Title:
	 	 Managing Director




  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	ROYAL BANK OF CANADA, as a Lender


 
			
		
	By:	 	 /s/ Brian Gross

	Name:	 	Brian Gross
	Title:	 	Authorized Signatory



  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	COMPASS BANK, AN ALABAMA BANKING CORPORATION, as a Lender


 
			
		
	By:	 	 /s/ Don Byerly

	Name:	 	Don Byerly
	Title:	 	Senior Vice President



  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender


 
			
		
	By:	 	 /s/ Michelle M. Dawson

	Name:	 	 Michelle M. Dawson 

	Title:	 	Vice President



  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	 REGIONS BANK, as a
Lender



 
			
		
	 By:
	 	 /s/ Kyle D. Upton

	 Name:
	 	 Kyle D. Upton

	 Title:
	 	 Vice President




  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	 SUNTRUST BANK, as a
Lender



 
			
		
	 By:
	 	 /s/ Francine Glandt

	 Name:
	 	 Francine Glandt

	 Title:
	 	 Senior Vice President




  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender


 
			
		
	By:	 	 /s/ Lori Y. Jensen

	Name:	 	Lori Y. Jensen
	Title:	 	 Senior Vice President




  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	BRANCH BANK AND TRUST COMPANY, as a Lender


 
			
		
	By:	 	 /s/ Brad Bowen

	Name:	 	Brad Bowen
	Title:	 	 Senior Vice President




  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender


 
			
		
	By:	 	 /s/ Annie Carr

	Name:	 	Annie Carr
	Title:	 	Authorized Signatory



  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	ZB, N.A. dba NATIONAL BANK OF ARIZONA, as a Lender


 
			
		
	By:	 	 /s/ Eric Damko

	Name:	 	Eric Damko
	Title:	 	Vice President



  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 
			
	RAYMOND JAMES BANK FSB, as a Lender


 
			
		
	By:	 	 /s/ Matt Stein

	Name:	 	Matt Stein
	Title:	 	Senior Vice President



  
 [Signature Page to First
Amendment to Americold Credit Agreement] 








 ANNEX I TO FIRST AMENDMENT 

Allocation of the Prepayment 
  

					
	 Term Lender
	  	Prepayment Amount	 
	 Bank of America, N.A.
	  	$	8,000,000.00	 
	 JPMorgan Chase Bank, N.A.
	  	$	5,000,000.00	 
	 Cooperatieve Rabobank U.A., New York Branch
	  	$	5,000,000.00	 
	 Royal Bank of Canada
	  	$	5,000,000.00	 
	 Citizens Bank, National Association
	  	$	4,500,000.00	 
	 Regions Bank
	  	$	4,500,000.00	 
	 SunTrust Bank
	  	$	4,500,000.00	 
	 U.S. Bank National Association
	  	$	3,000,000.00	 
	 Branch Bank and Trust Company
	  	$	2,000,000.00	 
	 Goldman Sachs Lending Partners LLC
	  	$	2,000,000.00	 
	 ZB, N.A. dba National Bank of Arizona
	  	$	2,000,000.00	 
	 Compass Bank, an Alabama Banking Corporation
	  	$	2,250,000.00	 
	 Raymond James Bank FSB
	  	$	2,250,000.00	 
		  	  
	  
	 
	 Total
	  	$	50,000,000.00	 
		  	  
	  
	 

 Annex I 







 ANNEX II TO FIRST AMENDMENT 

Schedule 1.1A 

Commitments, Applicable Percentages and Sublimits 

Revolving Credit Commitments 
  

													
	 Lender
	  	Commitment	 	  	Applicable
Percentage/Revolving
Credit Commitment
Percentage	 	 	Letter of Credit
Sublimit	 
	 Bank of America, N.A.
	  	$	53,500,000.00	 	  	 	11.888888889	% 	 	$	40,000,000.00	 
	 JPMorgan Chase Bank, N.A.
	  	$	48,500,000.00	 	  	 	10.777777778	% 	 	$	40,000,000.00	 
	 Cooperatieve Rabobank U.A., New York Branch
	  	$	48,500,000.00	 	  	 	10.777777778	% 	 	$	0.00	 
	 Royal Bank of Canada
	  	$	48,500,000.00	 	  	 	10.777777778	% 	 	$	0.00	 
	 Citizens Bank, National Association
	  	$	39,000,000.00	 	  	 	8.666666667	% 	 	$	0.00	 
	 Regions Bank
	  	$	39,000,000.00	 	  	 	8.666666667	% 	 	$	0.00	 
	 SunTrust Bank
	  	$	39,000,000.00	 	  	 	8.666666667	% 	 	$	0.00	 
	 U.S. Bank National Association
	  	$	29,000,000.00	 	  	 	6.444444444	% 	 	$	0.00	 
	 Branch Bank and Trust Company
	  	$	22,000,000.00	 	  	 	4.888888889	% 	 	$	0.00	 
	 Goldman Sachs Lending Partners LLC
	  	$	22,000,000.00	 	  	 	4.888888889	% 	 	$	0.00	 
	 ZB, N.A. dba National Bank of Arizona
	  	$	22,000,000.00	 	  	 	4.888888889	% 	 	$	0.00	 
	 Compass Bank, an Alabama Banking Corporation
	  	$	19,500,000.00	 	  	 	4.333333333	% 	 	$	0.00	 
	 Raymond James Bank FSB
	  	$	19,500,000.00	 	  	 	4.333333333	% 	 	$	0.00	 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 
	 Total
	  	$	450,000,000.00	 	  	 	100.000000000	% 	 	$	80,000,000.00	 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 

 Annex II 







 Term Commitments 
  


									
	 Lender
	  	Commitment	 	  	Applicable Percentage	 
	 Bank of America, N.A.
	  	$	56,500,000.00	 	  	 	11.894736842	% 
	 JPMorgan Chase Bank, N.A.
	  	$	51,500,000.00	 	  	 	10.842105263	% 
	 Cooperatieve Rabobank U.A., New York Branch
	  	$	51,500,000.00	 	  	 	10.842105263	% 
	 Royal Bank of Canada
	  	$	51,500,000.00	 	  	 	10.842105263	% 
	 Citizens Bank, National Association
	  	$	41,000,000.00	 	  	 	8.631578947	% 
	 Regions Bank
	  	$	41,000,000.00	 	  	 	8.631578947	% 
	 SunTrust Bank
	  	$	41,000,000.00	 	  	 	8.631578947	% 
	 U.S. Bank National Association
	  	$	31,000,000.00	 	  	 	6.526315789	% 
	 Branch Bank and Trust Company
	  	$	23,000,000.00	 	  	 	4.842105263	% 
	 Goldman Sachs Lending Partners LLC
	  	$	23,000,000.00	 	  	 	4.842105263	% 
	 ZB, N.A. dba National Bank of Arizona
	  	$	23,000,000.00	 	  	 	4.842105263	% 
	 Compass Bank, an Alabama Banking Corporation
	  	$	20,500,000.00	 	  	 	4.315789474	% 
	 Raymond James Bank FSB
	  	$	20,500,000.00	 	  	 	4.315789474	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	475,000,000.00	 	  	 	100.000000000	% 
		  	  
	  
	 	  	  
	  
	 

 Annex II