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                                                                 Exhibit 10.7(A)

                  SECOND AMENDMENT TO MASTER LEASE AGREEMENT, effective as of
the 22nd day of February, 2001 (this "Amendment"), between URS REAL ESTATE ,
L.P., a Delaware limited partnership ("Landlord"), and AMERICOLD LOGISTICS, LLC,
a Delaware limited liability company ("Tenant").


                              W I T N E S S E T H:

                  WHEREAS, Landlord and Tenant's predecessor in interest are
parties to a certain Master Lease Agreement, dated as of April 22, 1998, as
amended by that First Amendment to Master Lease, dated as of March 10, 1999 (as
so amended, the "Lease");

                  WHEREAS, the Landlord and Tenant wish to amend the Lease on
the terms and conditions hereinafter set forth.

                  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.

(a)               All capitalized terms used but not defined herein shall have
                  the meaning given such terms in the Lease.

(b)               The parties hereto acknowledge and agree that for the purposes
                  of calculating Percentage Rent, Operating Income shall not
                  include any revenues from transportation management services
                  performed at the Leased Property.

                  2. Minimum Rent Payments in Arrears. Section 3.1(a) of the
Lease is hereby amended by deleting the text following clause (a)(iii) thereof,
beginning with the phrase "Minimum Rent shall be prorated among each Leased
Property" through (and including) the sentence "In no event, however, shall the
rent deferral permitted hereunder be such that Landlord will have insufficient
cash flow to service Landlord's Debt or to the extent that such rent deferral is
not permitted under the terms of the Initial Landlord's Debt.", and substituting
the following therefor:

                  "Minimum Rent for each of the Leased Properties shall be
                  prorated pursuant to the percentages set forth next to each
                  such Leased Property on Exhibit 3.1(a) attached hereto.
                  Minimum Rent for each Fiscal Year shall be payable in arrears
                  in twelve (12) equal installments on the eleventh (11th) day
                  of each calendar month of the Initial Term and each Extended
                  Term (the "Rent Payment Date"); provided that if such 11th day
                  is not a Business Day, then the Rent Payment Date shall be the
                  next preceding Business Day. Minimum Rent shall be paid for
                  the period of the eleventh (11th) of
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                  each month (or, if applicable, the Commencement Date) through
                  the tenth (10th) of the next month (or, if applicable, the
                  expiration of the Term) (each, a "Rental Period"), provided
                  that the first and last payments of Minimum Rent shall be
                  prorated as to any partial Rental Period, based on the number
                  of days within the Term during such Rental Period and the
                  number of days in such Rental Period. Tenant hereby agrees to
                  make any reasonable changes with respect to the definition of
                  "Rental Period" as may be requested in connection with any
                  Landlord's Debt. The first installment payment of Minimum Rent
                  shall be payable on May 11, 1998, for the Rental Period
                  beginning with the Commencement Date and ending May 10, 1998.

                                    Notwithstanding the foregoing or anything
                  herein that may be construed to the contrary, if the term of
                  any Ground Lease is scheduled to expire concurrently with, or
                  prior to, the second anniversary of the scheduled expiration
                  of the Term of the Lease, the amount of Minimum Rent and
                  Percentage Rent payable during the period of the Term that
                  coincides with the final two years of the term of the
                  applicable Ground Lease shall be adjusted such that the
                  portion of Minimum Rent and Percentage Rent allocable to the
                  applicable Ground Leased Property shall be equal to the
                  greater of (i) such Ground Leased Property's Fair Market
                  Rental, which unless otherwise mutually agreed to by Landlord
                  and Tenant shall be determined by the appraisal procedure set
                  forth in Article XXIV, and (ii) the amount of Minimum Rent and
                  Percentage Rent that would otherwise be allocated to such
                  Ground Leased Property determined based on the percentages set
                  forth on Exhibit 3.1(a) attached hereto.

                                    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, as certified by Tenant
                  (together with reasonable documentation thereof) and agreed to
                  by Landlord, the Fixed Rent and Percentage Rent shall accrue,
                  and the payment thereof (together with interest at the
                  Interest Rate) shall be deferred to, the earlier of (A)
                  December 31, 2003 and (B) such date as Available Cash shall be
                  available, to the extent of such Available Cash (and Available
                  Cash shall be applied first to interest, then to the accrued
                  Fixed Rent and then to the accrued Percentage Rent), provided
                  that the maximum amount of Fixed Rent that may be deferred
                  under this paragraph shall be fifteen percent (15%) of the
                  stated Fixed Rent obligation. As used herein, "Available Cash"
                  shall be Receipts less Operating Expenses. In no event,
                  however, shall the rent deferral permitted hereunder be such
                  that Landlord will have insufficient cash flow to service
                  Landlord's Debt or to the extent that such rent deferral is
                  not permitted under the terms of the Initial Landlord's Debt.
                  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."

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                  3. Payment of Percentage Rent Installments. The first two
sentences of Section 3.1(b)(i) of the Lease are hereby amended and restated in
their entirety as follows:

                  "In addition to the Minimum Rent payable with respect to the
                  Leased Property, Tenant shall pay Percentage Rent for each
                  Lease Year. Percentage Rent shall be payable quarterly in
                  arrears in four (4) installments, with the installment in
                  respect of each quarter due and payable on the final day of
                  the immediately following quarter."

                  4. Section 9.1(b). Section 9.1(b) of the lease is hereby
amended and restated in its entirety to read as follows:

                     "(b) Notwithstanding anything herein to the contrary,
      Landlord shall promptly make all necessary and appropriate repairs and
      replacements to the Leased Property (other than those repairs and
      replacements (i) caused by the negligence or wilfull misconduct of Tenant
      or any Person claiming by, through or under Tenant or (ii) required as a
      result of Casualty or Condemnation to the Leased Property) the costs of
      which are required to be depreciated under the Internal Revenue Code on a
      39-year basis (or any successor period of depreciation for buildings),
      provided that Tenant shall make such repairs or pay such expenditures (as
      applicable) to the extent the same exceed, on a cumulative basis, (x)
      $1,000,000 per annum for the period from the Commencement Date through
      December 31, 1999, and (y) $2,200,000 per annum, thereafter, increased 5
      percent every five years thereafter. Landlord's obligation pursuant to the
      prior sentence, however, shall be subject to prior reasonable notice from
      Tenant as to the need to make such repair and replacement. Further,
      Landlord may elect that Tenant perform such repair and replacement, in
      which event, Landlord shall reimburse or pay to Tenant, within fifteen
      (15) days after Tenant's submission to Landlord of reasonable evidence of
      the out-of-pocket costs incurred by Tenant in making such repairs and
      replacements. Further, Tenant agrees that (A) it shall expend annually for
      the repair and replacement of 39-Year Property not less than $4,722,540
      for the period from the Commencement Date through December 31, 1999, and
      $3,758,667 for the period from January 1, 2000 through December 31, 2000,
      increasing by 5% annually for each succeeding Fiscal Year thereafter (such
      amount, the "Minimum Tenant's Responsibility"), provided that Tenant shall
      not be deemed to have expended any amounts in satisfaction of the Minimum
      Tenant's Responsibility until such time as Tenant shall have expended all
      amounts required to be spent by Tenant under Section 2.3 of the Asset
      Purchase Agreement in connection with which this Lease is being assigned,
      dated as of March 10, 1999, to which Tenant (or its assignee) is party,
      (B) to the extent Tenant shall have spent less than the specified amount
      in any Lease Year, such unspent amount shall cumulate and Tenant shall be
      required to expend the unspent portion in subsequent Lease Years, and (C)
      if at the end of the Term, there shall be any cumulative unspent amounts,
      Tenant shall pay such amount to Landlord not later than the end of the
      Term."

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


                  6. Miscellaneous.



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

                  (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 Lease prior to its amendment hereby shall be deemed to refer to the Lease as
amended hereby and as the same may hereafter be amended.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized representatives on this
_____th day of May, 2001, effective as of the day and year first above written.

                                         LANDLORD:


                                         URS REAL ESTATE, L.P.

                                         By:       URS Realty, Inc., its general
                                                   partner


                                         By: /s/ Patrick T. Hogan
                                            ____________________________________
                                            Name:  Patrick T. Hogan
                                            Title: V.P., Chief Financial Officer

                                         TENANT:

                                         AMERICOLD LOGISTICS, LLC


                                         By: /s/ F.B. Beilstein III
                                            ____________________________________
                                            Name:  F.B. Beilstein III
                                            Title: Chief Financial Officer