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                                                                Exhibit 10.13(A)

                  SECOND AMENDMENT TO MASTER LEASE AGREEMENT, effective as of
the 22nd day of February, 2001 (this "Amendment"), between AMERICOLD
CORPORATION, an Oregon corporation ("Landlord"), and AMERICOLD LOGISTICS, LLC, a
Delaware limited liability company ("Tenant").


                               W I T N E S E T H:

                  WHEREAS, Landlord and Tenant are parties to a certain Master
Lease Agreement, dated as of February 28, 1999, as amended by that certain
letter agreement, dated November 30, 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.

         (c)      The following definitions are hereby added to the Lease:

                  1.       2002 Percentage Rent Threshold: As defined in Section
                           2(c) of this Amendment.

                  2.       Encumbered Leases: Collectively, (i) that certain
                           Master Lease Agreement, dated as of April 22, 1998,
                           between URS Real Estate, L.P., and Americold
                           Corporation, as successor to URS Logistics, Inc., as
                           amended and (ii) that certain Master Lease Agreement,
                           dated as of April 22, 1998, between Americold Real
                           Estate, L.P., and Americold Corporation, as amended.

                  3.       Encumbered Lease Rental Amount: The aggregate amount
                           of Minimum Rent and Percentage Rent payable under the
                           Encumbered Leases with respect to a particular Lease
                           Year.


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                  4.       Related Leases: Each of the Leases identified in
                           clauses (iii), (iv) and (v) of the definition of
                           "Other Leases".


                  2.  Rent.

         (a)      Minimum Rent for the period commencing January 1, 2001 through
                  December 31, 2001 shall be reduced to the extent required so
                  that in no event shall the Minimum Rent exceed an amount equal
                  to 17.5% of the excess of $146,000,000 over the Encumbered
                  Lease Rental Amount. Notwithstanding anything in Section
                  3.1(b) of the Lease to the contrary, during such Lease Year,
                  Tenant shall have no obligation whatsoever to pay Percentage
                  Rent under the Lease.

         (b)      Minimum Rent for the period commencing January 1, 2002 through
                  December 31, 2002 shall be reduced to the extent required so
                  that in no event shall the Minimum Rent exceed an amount equal
                  to 17.5% of the excess of $150,000,000 over the Encumbered
                  Lease Rental Amount. Notwithstanding anything in Section
                  3.1(b) of the Lease to the contrary, during such Lease Year
                  Tenant shall have no obligation to pay Percentage Rent under
                  the Lease until such time as the aggregate amount of
                  Percentage Rent payable for such Lease Year, pursuant to the
                  terms of the Lease and each of the Other Leases as in effect
                  immediately prior to the date hereof, shall exceed $43,500,000
                  (such amount, the "2002 Percentage Rent Threshold"). Once the
                  2002 Percentage Rent Threshold is achieved, Tenant shall pay
                  17.5% of the aggregate Percentage Rent that would otherwise
                  have been payable under the Lease and each of the Related
                  Leases, as in effect immediately prior to the date hereof, in
                  excess of the 2002 Percentage Rent Threshold.

         (c)      For Lease Years 2001 and 2002, Tenant shall estimate (i) the
                  Minimum Rent for such Lease Year, (ii) the "Minimum Rent"
                  under the Related Leases for such Lease Year, (iii) the
                  Encumbered Lease Rental Amount for such Lease Year, (iv) the
                  portions of such Encumbered Lease Rental Amount (on a
                  month-by-month basis) that Landlord will recognize as income
                  under GAAP and (v) the percentage of Tenant's EBITDA for such
                  Lease Year that will accrue in each month of such Lease Year
                  (each such percentage, the "Monthly EBITDA Percentage"). Each
                  such estimate shall be subject to the approval of Landlord,
                  such approval not to be unreasonably withheld. Tenant shall
                  pay the Minimum Rent hereunder in monthly installments so that
                  each such installment shall equal 17.5% of X, where:


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  X plus the portion of the Encumbered Lease Rental Amount
 installment for such month that Landlord will recognize as
    income under GAAP during such month
 ---------------------------------------------------------
 Minimum Rent hereunder, plus the "Minimum Rent" under
  the Related Leases, plus the Encumbered Lease Rental
  Amount, in each case estimated for such Lease Year = Monthly EBITDA Percentage

         (d)      Not later than sixty (60) days after the end of each of the
                  Lease Years described in clauses (a) and (b) above, Landlord
                  and Tenant shall jointly determine the amount of Minimum Rent
                  actually payable by Tenant with respect to such prior Lease
                  Year. To the extent such joint determination discloses a
                  deficiency in the amount of Minimum Rent actually paid by
                  Tenant with respect to the applicable Lease Year, Tenant shall
                  promptly, and in all events within ten (10) Business Days of
                  such determination, pay the Landlord the amount of such
                  deficiency. To the extent such joint determination discloses
                  an overpayment of Minimum Rent by Tenant with respect to the
                  applicable Lease Year, then (provided no Event of Default has
                  occurred and is continuing) Landlord shall grant Tenant a
                  credit equal to the amount of such overpayment against the
                  Rent next coming due in the amount of such difference together
                  with interest at the Interest Rate accruing from the date of
                  payment by Tenant until the date such credit is applied.
                  Adjustments to Percentage Rent payable during the Lease Year
                  occurring in 2002 shall continue to be governed by Section
                  3.1(b) of the Lease. Any disputes between Landlord and Tenant
                  with respect to the calculation of Minimum Rent and/or
                  Percentage Rent in accordance with this Section 2 shall be
                  determined pursuant to arbitration in accordance with Schedule
                  15.4 of the Lease.

         (e)      For the sake of clarity, any of the provisions of Section
                  3.1(a) of the Lease relating to the payment of Minimum Rent
                  during the Lease Years described in clauses (a) and (b) above
                  (but only to the extent such provisions relate to such Lease
                  Years) are superseded in their entirety by the provisions of
                  this Section 2.

                  3. Minimum Rent Payments in Arrears. Section 3.1(a) of the
Lease is hereby amended by deleting the text 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.", 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 (except
         as otherwise provided for herein with respect to


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         Lease Years 2001 and 2002), 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
         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
         March 11, 1999, for the Rental Period beginning with the Commencement
         Date and ending March 10, 1999.

                           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 Minimum Rent and Percentage
         Rent, as certified by Tenant (together with reasonable documentation
         thereof) and agreed to by Landlord, the Minimum 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 Minimum Rent and then to the
         accrued Percentage Rent), provided that the maximum amount of Minimum
         Rent that may be deferred under this paragraph shall be fifteen percent
         (15%) of the stated Minimum 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. Tenant's
         failure to pay to Landlord on or prior to December 31,


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         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."

                  4. 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."

                  5. 39-Year Property. Schedule 9.1(b) of the Lease is hereby
amended and restated and shall be replaced in its entirety with the following:

                                 SCHEDULE 9.1(b)

<TABLE>
<CAPTION>
LANDLORD'S RESPONSIBILITY                                MINIMUM TENANT'S RESPONSIBILITY
-------------------------                                -------------------------------
<S>                                                     <C>
Zero per annum until 12/31/99 and, starting              $953,836 per annum until 12/31/99, and
with the Lease Year commencing on                        zero thereafter.
January 1, 2000, $1,700,000 per annum,
which amount shall increase by 5% every
five years thereafter.
</TABLE>


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

                  7.  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.


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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:

                                  AMERICOLD CORPORATION


                                  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