EX-10.6




 Exhibit 10.6 

Execution Version 

INCREMENTAL JOINDER AGREEMENT dated as of May 11, 2017 (this “Agreement”), to the CREDIT AGREEMENT dated
as of December 1, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the
“Borrower”), the LENDERS and LETTER OF CREDIT ISSUERS from time to time party thereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent (the “Administrative Agent”). 

WHEREAS, pursuant to the Credit Agreement and the First Amendment (as defined in the Credit Agreement), the Lenders have made Initial Term
Loans (as defined in the Credit Agreement) to the Borrower on the terms and subject to the conditions set forth therein (such Initial Term Loans outstanding immediately prior to the Effective Date (as defined below), the “Existing Term
Loans”); 
 WHEREAS, the Borrower, in accordance with Section 2.14 of the Credit Agreement, hereby requests that the 2017 Term
Loan Lender (as defined below) provide Additional Term Loans (as defined in the Credit Agreement) on the Effective Date in the form of additional Initial Term Loans in an aggregate principal amount of $110,000,000 (the “2017 Term
Loan”), subject to the terms and conditions set forth herein and in the Credit Agreement; 
 WHEREAS, JPMCB (the “2017 Term
Loan Lender”) has agreed to provide the 2017 Term Loan to the Borrower on the Effective Date, subject to the terms and conditions set forth herein and in the Credit Agreement; and 

WHEREAS, this Agreement is a Joinder Agreement entered into pursuant to Section 2.14(a) of the Credit Agreement to provide for the making
of the 2017 Term Loan referred to above. 
 NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows: 

SECTION 1. Defined Terms. Capitalized terms used and not defined herein (including in the recitals hereto) shall have the meanings
assigned to such terms in the Credit Agreement. The rules of interpretation set forth in Section 1.2 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. As used herein, the term “Additional
Qualified Assets” means the temperature-controlled warehouse sites located in Rochelle, Illinois and Hatfield, Pennsylvania. 

SECTION 2. 2017 Term Loan. 

(a) On the terms and subject to the conditions set forth herein and in the Credit Agreement, the 2017 Term Loan Lender hereby agrees to provide
the 2017 Term Loan on the Effective Date. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed. The commitment of the 2017 Term Loan Lender under this Section 2(a) shall automatically terminate upon the
making of the 2017 Term Loan on the Effective Date. 

  
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 (b) On and after the Effective Date, all Existing Term Loans and the 2017 Term Loan shall
constitute the same Class of Loans for all purposes of the Credit Agreement and the other Loan Documents, which Class of Loans is designated “Initial Term Loans” in the Credit Agreement. It is the intent of the parties to this Agreement
that the 2017 Term Loan be included in each outstanding Borrowing of Existing Term Loans on a pro rata basis. In furtherance of the foregoing, and notwithstanding anything to the contrary in the Credit Agreement, each of the parties hereto agrees
that a portion of the 2017 Term Loan shall be allocated to each outstanding Borrowing of Existing Term Loans on a pro rata basis and that the interest rate applicable to each such portion of the 2017 Term Loan allocated to any Borrowing of
Eurodollar Loans for the remainder of the existing Interest Period applicable to such Borrowing shall equal the Eurodollar Rate applicable on the Effective Date to the Existing Term Loans included in such Borrowing plus the Applicable Margin for
such Borrowing. It is acknowledged and agreed that each payment of interest on the Initial Term Loans (including the 2017 Term Loan) shall be allocated by the Administrative Agent among the Term Lenders in a manner that reflects the actual number of
days of interest accrued on the outstanding principal amount of the 2017 Term Loan compared to the actual number of days of interest accrued on the outstanding principal amount of the Existing Term Loans. 

(c) Subject to the terms and conditions set forth herein, on the Effective Date, the 2017 Term Loan Lender shall become, to the extent it is
not already, an “Initial Term Loan Lender”, a “Term Lender” and a “Lender” under the Credit Agreement and shall have all the rights and obligations of an “Initial Term Loan Lender”, a “Term Loan
Lender” and a “Lender” holding an Initial Term Loan under the Credit Agreement. 
 (d) The proceeds of the 2017 Term Loan
shall be used solely (i) to repay certain of the CMBS Financings associated with the Additional Qualified Assets, (ii) for development and expansion of the Additional Qualified Assets, (iii) to pay fees and expenses in connection with
the foregoing and this Agreement and (iv) for working capital and general corporate purposes of the Borrower and its Subsidiaries. 

(e) The 2017 Term Loan Lender, by delivering its signature page to this Agreement on the Effective Date, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Lender on the Effective Date. 

SECTION 3. Amendments to Credit Agreement. On the terms and subject to the conditions set forth herein, effective as of Effective
Date, the Credit Agreement is hereby amended as follows: 
 (a) The following definitions are hereby added in the appropriate alphabetical
order to Section 1.1 of the Credit Agreement: 

  
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 “2017 Term Loan”: the Initial Term Loans made to the Borrower pursuant to
Section 2(a) of the 2017 Joinder Agreement. 
 “2017 Joinder Agreement”: Incremental Joinder Agreement dated as of
May 11, 2017, among the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. 
 (b) The
definition of the term “Initial Term Loan” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“Initial Term Loan”: the Closing Date Initial Term Loans, the Additional Initial Term Loans and the 2017 Term Loan. 

(c) Section 2.5(b) of the Credit Agreement is hereby amended by replacing the grid set forth immediately after such Section in its
entirety with the following: 
  

			
	 Date
	  	 Initial Term Loan

	 June 30, 2017
	  	$2,048,015.59
	 September 30, 2017
	  	$2,048,015.59
	 December 31, 2017
	  	$2,048,015.59
	 March 31, 2018
	  	$2,048,015.59
	 June 30, 2018
	  	$2,048,015.59
	 September 30, 2018
	  	$2,048,015.59
	 December 31, 2018
	  	$2,048,015.59
	 March 31, 2019
	  	$2,048,015.59
	 June 30, 2019
	  	$2,048,015.59
	 September 30, 2019
	  	$2,048,015.59
	 December 31, 2019
	  	$2,048,015.59
	 March 31, 2020
	  	$2,048,015.59
	 June 30, 2020
	  	$2,048,015.59
	 September 30, 2020
	  	$2,048,015.59
	 December 31, 2020
	  	$2,048,015.59
	 March 31, 2021
	  	$2,048,015.59
	 June 30, 2021
	  	$2,048,015.59
	 September 30, 2021
	  	$2,048,015.59
	 December 31, 2021
	  	$2,048,015.59
	 March 31, 2022
	  	$2,048,015.59
	 June 30, 2022
	  	$2,048,015.59
	 September 30, 2022
	  	$2,048,015.59
	 Term Loan Maturity Date
	  	Remaining outstanding amounts


  
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 SECTION 4. Covenants. 

(a) [Reserved]. 
 (b) Within 60
days of the Effective Date, the Additional Qualified Assets shall be added as Eligible Owned Assets to the Borrowing Base and the Subsidiaries of the Borrower owning such Real Property shall become Qualified Asset Guarantors under the Credit
Agreement, in each case in accordance with Section 8.10 of the Credit Agreement, and subject to Section 8.17 of the Credit Agreement. 

SECTION 5. Representations and Warranties. Each of the Loan Parties represents and warrants to the Administrative Agent and to the
2017 Term Loan Lender as of the Effective Date that: 
 (a) This Agreement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

(b) Both before and after giving effect to the making of the 2017 Term Loan, the representations and warranties made by or on behalf of any
Group Member in or pursuant to the Loan Documents are true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality or Material Adverse Effect, in all respects) on and as of the Effective
Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty is true and correct in all material respects (or in the case of representations and warranties
qualified as to materiality or Material Adverse Effect, in all respects) as of such earlier date. 
 (c) At the time of and immediately after
giving effect to this Agreement, no Default or Event of Default shall have occurred and be continuing. 
 (d) After giving effect to this
Agreement, Availability shall be equal to or greater than $0. 
 SECTION 6. Effectiveness. This Agreement shall become effective
as of the date first above written (the “Effective Date”) when: 
 (a) the Administrative Agent shall have received counterparts of
this Agreement that, when taken together, bear the signatures of the Borrower, each of the other Loan Parties and the 2017 Term Loan Lender; 

(b) each of the representations and warranties set forth in Section 5 hereof shall be true and correct in all material respects (or, if
qualified by materiality, in all respects); 
 (c) the Administrative Agent shall have received documents and certificates of the Borrower
and the other Loan Parties certifying (i) that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable 

  
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detail and shall provide the calculations and basis therefor, (ii) that the representations and warranties set forth in Section 5 hereof are true and correct in all material respects
(or, if qualified by materiality, in all respects) and (iii) the organization, existence and good standing of the Borrower and the other Loan Parties, the authorization of this Agreement and the transactions contemplated hereby, all in form and
substance reasonably satisfactory to the Administrative Agent; 
 (d) the Administrative Agent shall have received a signed legal opinion of
(i) King & Spalding LLP, counsel to the Loan Parties, (ii) Greenberg Traurig LLP, Massachusetts counsel to the Loan Parties, (iii) Smith, Slusky, Pohren & Rogers, LLP, Nebraska counsel to the Loan Parties and
(iv) Stoel Rives LLP, Minnesota counsel to the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent; 

(e) the 2017 Term Loan Lender shall have received, at least five (5) Business Days prior to the Effective Date, all documentation and
other information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including the Patriot Act, in each case as requested at least ten (10) Business Days prior to
the Effective Date; 
 (f) the Borrower shall have delivered (i) a Notice of Borrowing with respect to the 2017 Term Loan borrowed on
the Effective Date and (ii) a Conversion/Continuation Notice, to the extent necessary to provide that the Existing Term Loans and the 2017 Term Loan, collectively, are either all ABR Loans or all Eurodollar Loans with identical Interest
Periods; and 
 (g) the Administrative Agent shall have received payment of all fees and expenses for which invoices have been presented that
are required to be paid or reimbursed by the Borrower or any other Loan Party under or in connection with this Agreement, including those expenses set forth in Section 10 hereof in each case, to the extent invoiced at least three Business Days
prior to the date hereof. 
 SECTION 7. Effects on Loan Documents; No Novation. 

(a) Except as expressly set forth herein, this Agreement (i) shall not by implication or otherwise limit, impair, constitute a waiver of
or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Borrower or any other Loan Party under the Credit Agreement or any other Loan Document and (ii) shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be
deemed to entitle the Borrower or any other Loan Party to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other
Loan Document in similar or different circumstances. After the Effective Date, any reference in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as modified hereby. This Agreement shall constitute a “Loan
Document” for all purposes of the Credit Agreement and the other Loan Documents. 

  
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 (b) This Agreement shall not extinguish the obligations for the payment of money outstanding
under the Credit Agreement or discharge or release the priority of any Collateral Document. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or any Collateral
Document, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any
Loan Document from any of its obligations and liabilities thereunder. 
 SECTION 8. Applicable Law; Waiver of Jury Trial.
(a) THIS AGREEMENT AND 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. 

(b) EACH PARTY HERETO HEREBY AGREES TO THE PROVISIONS SET FORTH IN SECTION 12.17 OF THE CREDIT AGREEMENT AS IF SUCH
SECTION WERE SET FORTH IN FULL HEREIN. 
 SECTION 9. Counterparts; Agreement. 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 signature page of this Agreement by email or
facsimile transmission shall be effective as delivery of an original executed counterpart thereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. This Agreement may not
be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, the Administrative Agent and the 2017 Term Loan Lender. 

SECTION 10. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Agreement to the extent required under Section 12.5 of the Credit Agreement. 
 SECTION 11.
Reaffirmation. Each of the Borrower and each other Loan Party hereby (a) reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, in each case as amended by this Agreement,
(b) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Loan Documents and (c) acknowledges and agrees that the grants of
security interests by and the guarantees of the Loan Parties contained in the Guarantee and Collateral Agreement and the other Collateral Documents are, and shall remain, in full force and effect immediately after giving effect to this Agreement.


  
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 SECTION 12. Headings. The Section headings used herein are for convenience of
reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

[Signature Pages Follow] 

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

			
	AMERICOLD REALTY OPERATING
PARTNERSHIP, L.P., a Delaware limited
partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	AMERICOLD ACQUISITION, LLC, a
Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	AMERICOLD LOGISTICS, LLC, a
Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	AMERICOLD NEBRASKA LEASING LLC,
a Nebraska limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer



  
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	AMERICOLD PROPCO PHOENIX VAN
BUREN LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	AMERICOLD REAL ESTATE, L.P., a
Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	AMERICOLD REALTY, INC., a Delaware
corporation
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	AMERICOLD TRANSPORTATION
SERVICES, LLC, a Delaware limited liability
company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART AL HOLDING LLC, a Delaware limited
liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer



  
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	ART FIRST MEZZANINE BORROWER GP
LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART FIRST MEZZANINE BORROWER
OPCO 2006-2 L.P., a Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART FIRST MEZZANINE BORROWER
OPCO GP 2006-2 LLC, a Delaware limited liability
company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART FIRST MEZZANINE BORROWER
PROPCO 2006-2 L.P., a Delaware limited
partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART FIRST MEZZANINE BORROWER
PROPCO GP 2006-2 LLC, a Delaware
limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer



  
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	ART FIRST MEZZANINE BORROWER,
L.P., a Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART ICECAP HOLDINGS LLC, a Delaware
limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MANAGER L.L.C., a Delaware limited
liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER GP LLC, a
Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER OPCO
2006-1 A L.P., a Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer



  
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	ART MORTGAGE BORROWER OPCO
2006-1B L.P., a Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER OPCO
2006-1C L.P., a Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER OPCO
2006-2 L.P., a Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER OPCO
GP 2006-1 A LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER OPCO
GP 2006-1B LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer



  
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	ART MORTGAGE BORROWER OPCO
GP 2006-1 C LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER OPCO GP
2006-2 LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER PROPCO
2006- lA L.P., a Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER PROPCO
2006-1B L.P., a Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER PROPCO
2006-1C L.P., a Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer



  
 13 









 
			
	ART MORTGAGE BORROWER PROPCO
2006-2 L.P., a Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER PROPCO
GP 2006-l A LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER PROPCO
GP 2006-1 B LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER PROPCO
GP 2006-1 C LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART MORTGAGE BORROWER PROPCO GP
2006-2 LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer



  
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	ART MORTGAGE BORROWER, L.P., a
Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART QUARRY TRS LLC, a Delaware limited
liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART SECOND MEZZANINE BORROWER
GP LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ART SECOND MEZZANINE BORROWER,
L.P., a Delaware limited partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ATLAS COLD STORAGE LOGISTICS
LLC, a Minnesota limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer



  
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	ATLAS LOGISTICS GROUP RETAIL
SERVICES (ATLANTA) LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ATLAS LOGISTICS GROUP RETAIL
SERVICES (DENVER) LLC, a Minnesota limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ATLAS LOGISTICS GROUP RETAIL
SERVICES (PHOENIX) LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	ATLAS LOGISTICS GROUP RETAIL
SERVICES (ROANOKE) LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer



  
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	KC UNDERGROUND, L.L.C., a Delaware
limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	VCD PLEDGE HOLDINGS, LLC, a
Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	VERSACOLD ATLAS LOGISTICS
SERVICES USA LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	VERSACOLD LOGISTICS, LLC, a
Delaware limited liability com
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	VERSACOLD MIDWEST LLC, a Delaware
limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer



  
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	VERSACOLD NORTHEAST LOGISTICS,
LLC, a Massachusetts limited liability company
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	VERSACOLD NORTHEAST, INC., a
Massachusetts corporation
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	VERSACOLD TEXAS, L.P., a Texas limited
partnership
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	VERSACOLD USA, INC., a Minnesota corporation
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer



  
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	JPMORGAN CHASE BANK, N.A., as
Administrative Agent and as 2017 Term Loan
Lender,
		
	By:	 	 /s/ Nadeige Dang

		 	Name: Nadeige Dang
		 	Title:   Vice President



  
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