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                                                                Exhibit 10.12(A)

                  SECOND AMENDMENT TO MASTER LEASE AGREEMENT, effective as of
the 22nd day of February, 2001 (this "Amendment"), between AMERICOLD
CORPORATION, an Oregon corporation, as successor to URS LOGISTICS, INC., a
Delaware 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 March 11, 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 2.0% 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 2.0% 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
                  2.0% 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 2.0% 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. Payments of Minimum Rent. 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        $262,500 per annum until 12/31,99, and
with the Lease Year commencing on                  $75,625 for the Lease Year commencing on
January 1, 2000, $200,000 per annum,               January 1, 2000, which amount shall
which amount shall increase by 5% every            increase by 5% per annum thereafter.
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