Exhibit
10.5


 


FIRST AMENDMENT TO


LOAN AGREEMENT


 


Dated as of March 9, 2007


 


By and Among


 


ART MORTGAGE BORROWER PROPCO 2006-1C
L.P.


and


ART MORTGAGE BORROWER OPCO 2006-1C L.P.,


collectively, as Borrower


 


and


 


UBS REAL ESTATE SECURITIES INC.,


as Lender


 


1

















 


FIRST
AMENDMENT TO


LOAN
AGREEMENT


 


THIS FIRST
AMENDMENT TO LOAN AGREEMENT, dated as of March 9,
2007 (this “First Amendment”), by
and between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address
at 1285 Avenue of the Americas, New York, New York 10019 (together with its
successors and assigns, “Lender”),  and
ART MORTGAGE
BORROWER PROPCO 2006-1C
L.P., a Delaware limited partnership (“Propco
Borrower”), and ART MORTGAGE
BORROWER OPCO 2006-1C L.P., a Delaware limited partnership (“Opco Borrower”, and together with Propco
Borrower, individually or collectively, as the context may require, “Borrower”), each having an address
at 10 Glenlake Parkway, Suite 800, Atlanta, Georgia 30328.


 


RECITALS


 


WHEREAS, Lender and Borrower
entered into a certain Loan Agreement (the “Original
Loan Agreement”), dated as of December 8, 2006, pursuant to the
terms of which, among other things, Lender agreed to make a loan (the “Loan”) to Borrower in the original principal amount of $61,500,000.00,
which Loan was evidenced by (i) that certain Promissory Note of even date
with the Original Loan Agreement made by Borrower in favor of Lender in the
original stated principal amount of $61,500,000.00 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Original Note”);


 


WHEREAS, UBS Real Estate
Securities Inc., a Delaware corporation (together with its successors and
assigns, “1B Lender”),  made
a loan (the “1B Loan”)  to
ART Mortgage Borrower Propco 2006-1B L.P., a Delaware limited partnership (“Propco 1B
Borrower”), and ART Mortgage Borrower Opco 2006-1B L.P., a
Delaware limited partnership (“Opco 1B Borrower”, and together with Propco 1B Borrower, collectively, “1B
Borrowers”),  pursuant
to that certain Loan Agreement, dated as of December 8, 2006, by and among
1B Lender and the 1B Borrowers (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time, the “Original 1B Loan Agreement”),  which
1B Loan was evidenced by that certain Promissory Note, dated as of December 8,
2006, in the original stated principal amount of $119,500,000.00 (as the same
may be amended, restated, replaced, supplemented or otherwise modified from
time to time, the “Original 1B Note”);


 


WHEREAS, the Loan and the 1B
Loan were cross-collateralized and cross-defaulted with each other;


 


WHEREAS, Lender and 1B
Lender desire to uncross the Loan and the 1B Loan so that no collateral under
the Original Loan Agreement shall be collateral under the Original 1B Loan
Agreement, no collateral under the Original 1B Loan Agreement shall be
collateral under the Original Loan Agreement, no Event of Default under and as
defined in the Original Loan Agreement shall constitute an Event of Default
under and as defined in the Original 1B Loan Agreement, and no Event of Default
under and as defined in the Original 1B Loan Agreement shall constitute an
Event of Default under and as defined in the Original Loan Agreement;


 


2

















 


WHEREAS, 1B Lender has
released certain Individual Properties under and as defined in the 1B Loan
Agreement from the lien of the security instruments encumbering them in order
that Propco 1B Borrower can convey such Individual Properties to Propco
Borrower to be encumbered pursuant to security instruments in favor of Lender
as collateral security for the repayment of the Loan;


 


WHEREAS, Lender has released
that Individual Property (under and as defined in the Loan Agreement) located
in East Dubuque, Illinois (the “Dubuque Property”)  from the lien of the security
instrument encumbering it in order that Propco Borrower can convey the Dubuque
Property to Propco 1B Borrower to be encumbered pursuant to a security
instrument in favor of 1B Lender as collateral security for the repayment of
the 1B Loan;


 


WHEREAS, (i) Lender and
Borrower are amending and restating the Original Note pursuant to that certain
Amended and Restated Note of even date herewith in the stated principal amount
of $115,300,000.00 (the Original Note as so amended and restated, and as the
same may be further amended, restated, replaced, supplemented or otherwise
modified from time to time, the “Note”) in order to evidence that the loan has
been repaid in the principal amount of $18,000,000.00 and new proceeds have
been advanced in the principal amount of $71,800,000.00, such that the
principal amount of the Loan has increased as a function of the increase in the
aggregate Allocated Loan Amounts of the Individual Properties encumbering the
Loan as of the date hereof and (ii) 1B Lender and 1B Borrower have amended
and restated the Original 1B Note pursuant to that certain Amended and Restated
Note of even date herewith in the stated principal amount of $65,700,000.00 in
order to evidence that the 1B Loan has been repaid in the principal amount of
$71,800,000.00 and new proceeds have been advanced in the principal amount of
$18,000,000.00, such that the principal amount of the 1B Loan has decreased as
a function of the decrease in the aggregate Allocated Loan Amounts of the
Individual Properties encumbering the 1B Loan as of the date hereof and (iii) as
of the date hereof, the principal amount of the Loan and 1B Loan, in the
aggregate, is equal to the principal amount of the Original Loan and the
Original 1B Loan, in the aggregate, and the stated principal amount of the Note
and the 1B Note, in the aggregate, equals the original stated principal amount
of the Original Note and the Original 1B Note, in the aggregate;


 


WHEREAS, (i) Lender and
Borrowers are amending the Original Loan Agreement pursuant to this First
Amendment thereto (the Original Loan Agreement, so amended, and as it may be
further amended, restated, replaced, supplemented or otherwise modified from
time to time, the “Loan Agreement”)  in order to replace certain of the
Schedules and amend certain terms and provisions of the Original Loan Agreement
to evidence and reflect accurately those Individual Properties to be encumbered
as collateral securing the repayment of the Loan as of the date hereof and in
order to uncross the Loan from the 1B Loan and (ii) 1B Lender and 1B
Borrowers are amending the Original 1B Loan Agreement pursuant to that certain
First Amendment thereto of even date herewith in order to replace certain of
the Schedules and amend the terms and provisions of the Original 1B Loan
Agreement to evidence and reflect accurately those Individual Properties to be
encumbered as collateral securing the repayment of the 1B Loan as of the date
hereof and in order to uncross the 1B Loan from the Loan;


 


3

















 


WHEREAS, the 1B Loan has
been prepaid in the principal amount of $53,800,000 without prepayment penalty,
premium or fee of any kind, and such principal amount has been readvanced
pursuant to the Loan;


 


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the sufficiency and receipt of which is hereby acknowledged, the parties
hereto, intending to be legally bound, do hereby agree as follows:


 


I.              MODIFICATIONS
TO SCHEDULES


 


Section 1.1            Schedules I, II, VI, VII, VIII, IX
and 3.1 to the Loan Agreement are hereby deleted in their entirety and replaced
with the Schedules I, II, VI, VII, VIII, IX and 3.1 attached hereto as Exhibit A.


 


II.            MODIFICATIONS
TO LOAN TERMS


 


Section 2.1            The definitions of “Cross Borrower”, “Cross
Event of Default”, “Cross Guaranty”, “Cross Lender”, “Cross Loan”, “Cross Loan
Agreement”, “Cross Mortgage” and “Cross Security Agreement” are hereby deleted
in their entirety from Section 1.1 of the Loan Agreement.


 


Section 2.2            The definitions of “Assignment of Leases”,
“Capital Expenditure Maximum Amount”, “Cash Management Agency Agreement”, “Individual
Property”, “Loan”, “Loan Documents”, “Management Agreement”, “Mortgage”, “Note”
and “Security Agreement” are hereby deleted in their entirety and replaced with
the following new definitions:


 


“Assignment of Leases” shall mean, (i) with
respect to each Original Individual Property, that certain first priority
Assignment of Leases and Rents, dated as of December 8, 2006, as amended
by that certain First Amendment to Assignment of Leases, dated as of March 9,
2007, from Propco Borrower, as assignor, to Lender, as assignee, as the same
may be amended, restated, replaced, supplemented or otherwise modified from
time to time, and (ii) with respect to each New Individual Property, that
certain first priority Assignment of Leases and Rents, dated as of March 9,
2007, from Propco Borrower, as assignor, to Lender, as assignee, as the same
may be amended, restated, replaced, supplemented or otherwise modified from
time to time.


 


“Capital Expenditure Maximum Amount”  shall
mean, as of any date, an amount equal to One Million Two Hundred Twenty-Nine
Thousand Eight Hundred Sixty-Seven and No/100 Dollars ($1,229,867.00) less the
Allocated Capital Expenditure Amount of each Individual Property previously
released from the lien of the Mortgage (or, in lieu of such release, which
Mortgage is assigned by Lender) pursuant to Section 2.4 or Section 2.5,  and less the
Allocated Capital Expenditure Amount of a Substituted Property pursuant to Section 11.29,
but plus the Allocated Capital Expenditure Amount of a Substitute Property
pursuant to Section 11.29, subject in all cases to a maximum aggregate
of $1,229,867.00.


 


“Cash Management Agency
Agreement” shall mean, collectively, (i) that certain
Cash Management Agency Agreement, dated as of December 8, 2006, as amended
as of March 9, 2007, between Propco Borrower and Guarantor, (ii) that
certain Cash Management


 


4

















 


Sub-Agency
Agreement dated as of December 8, 2006, as amended as of March 9,
2007, between Guarantor and Logistics and (iii) that certain Amended and
Restated Administrative Services and Cost Allocation Agreement dated as of December 8,
2006, as amended as of March 9, 2007, between Opco Borrower and Logistics,
in each case as the same may be further amended, restated, replaced,
supplemented or otherwise modified from time to time in accordance with the
terms of this Agreement.


 


“Individual Property”
shall mean each Original Individual Property and each New Original Individual
Property, as applicable.


 


“Loan”  shall mean the
loan in the aggregate principal amount of One Hundred Fifteen Million Three
Hundred Thousand and No/100 Dollars ($115,300,000.00) made by Lender to
Borrower pursuant to this Agreement.


 


“Loan Documents”  shall mean, collectively, this Agreement, the Note,
the Mortgage, the Assignment of Leases, the Cash Management Agreement, the
Environmental Indemnity, the Guaranty, the Assignment of Management Agreement,
the Security Agreement and any other document pertaining to the Property as
well as all other documents now or hereafter executed and/or delivered in
connection with the Loan, as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time.


 


“Management Agreement”  shall mean (a) that
certain Amended and Restated Management Agreement, dated as of the date hereof,
between Propco Borrower and Manager, as the same may be amended or otherwise
modified from time to time in accordance with the terms of this Agreement, or (b) if
the context requires, a replacement management agreement entered into by and
between Borrower and a Qualified Manager in accordance with the terms of this
Agreement.


 


“Mortgage” shall
mean, (i) with respect to each Original Individual Property, that certain
first priority Mortgage, Assignment of Leases and Rents, Fixture Filing and
Security Agreement, Deed of Trust, Assignment of Leases and Rents, Fixture
Filing and Security Agreement and/or Deed to Secure Debt, Assignment of Leases
and Rent, Fixture Filing and Security Agreement, dated as of December 8,
2006, as amended in each case by that certain First Amendment thereto, dated as
of March 9, 2007, in each case executed and delivered by Propco Borrower
and encumbering the applicable Original Individual Property, as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time and (ii) with respect to each New Individual Property, that certain
first priority Mortgage, Assignment of Leases and Rents, Fixture Filing and
Security Agreement, Deed of Trust, Assignment of Leases and Rents, Fixture
Filing and Security Agreement and/or Deed to Secure Debt, Assignment of Leases
and Rent, Fixture Filing and Security Agreement, dated as of March 9,
2007, in each case executed and delivered by Propco Borrower and encumbering
the applicable New Individual Property, as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time.


 


“Note” shall
mean that certain Amended and Restated Promissory Note dated as of the date
hereof made by Borrower in the stated principal amount of One Hundred Fifteen
Million Three Hundred Thousand and No/100 Dollars ($115,300,000.00), and, if
applicable, the


 


5

















 


Defeased
Note and the Undefeased Note, in each case as the same may be amended,
restated, replaced, supplemented, increased, extended, consolidated or
otherwise modified from time to time.


 


“Security Agreement”  shall mean that certain
Amended and Restated Security Agreement, dated as of the date hereof, made by
Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time.


 


Section 2.3            The following new definitions of “New
Individual Property” and “Original Individual Property” shall be added to Section 1.1
of the Loan Agreement in appropriate alphabetical order:


 


“New Individual
Property”  shall
mean each parcel of real property located at the address listed on Schedule
VI and referenced as a “New Individual Property” thereon, other than any
New Individual Property to the extent it becomes a Release Property or
Expansion Parcel upon being released pursuant to Section 2.4, 2.5
or 11.30, the Improvements thereon and all personal property owned by
Borrower and encumbered by a Mortgage, together with all of Borrower’s rights
pertaining to such property and Improvements, all as more particularly
described in the Granting Clauses of the applicable Mortgage.


 


“Original Individual Property”  shall mean each parcel of
real property located at each address listed on Schedule VI and
referenced as an “Original Individual Property” thereon, other than any
Original Individual Property to the extent it becomes a Release Property or
Expansion Parcel upon being released pursuant to Section 2.4, 2.5
or 11.30, the Improvements thereon and all personal property owned by
Borrower and encumbered by a Mortgage, together with all of Borrower’s rights
pertaining to such property and Improvements, all as more particularly
described in the Granting Clauses of the applicable Mortgage.


 


Section 2.4            Section 3.1.16 of the Loan Agreement
is hereby amended by deleting the phrase “, Cross Lender” from the second sentence
thereof.


 


Section 2.5            Section 3.1.24 of the Loan Agreement
is hereby amended by (i) deleting the words “and the Cross Borrower,” from
clause (e) thereof, (ii) deleting the words “and the Cross Borrower,”
from clause (n) thereof, (iii) deleting the words “and the Cross
Borrower,” from clause (w) thereof, and (iv) deleting in its entirety
the last paragraph thereof.


 


Section 2.6            Section 5.1.1(a)(xi)(B) of the Loan
Agreement is hereby amended by deleting the dollar amount “$41,000” in the
proviso thereof and replacing it with “$76,867”.


 


Section 2.7            Section 6.4.1 of the Loan Agreement
is hereby amended by deleting the number “32,841,000” in clause (a) thereof
and replacing it with the number “32,958,000”.


 


Section 2.8            Section 10.1 of the Loan Agreement
is amended by deleting clause (xii) thereof and replacing it with the following
new clause (xii):


 


“(xii) intentionally
omitted;”


 


6

















 


Section 2.9            Section 11.24 of the Loan Agreement
is hereby amended by deleting clause (d) thereof in its entirety and
replacing it with the following new clause (d):


 


“(d) Notwithstanding
anything to the contrary contained herein or in any other Loan Documents,
unless the Loan is being transferred to a “special servicer” or is then being “specially
serviced” (in which case Borrower may be required to deal with one primary
Servicer and one “special servicer”), Borrower shall be required to deal with
only one Servicer acting on behalf of all Persons comprising Lender (the “primary
Servicer”), with respect to any consents, approvals or notices required or
permitted from, or to, Servicer or Lender pursuant to the Loan Documents (it
being understood that such primary Servicer may need to consult with other
Persons that hold a portion of Lender’s rights and obligations under the Loan
or with the Rating Agencies in connection with any such consent, approval or
notice and that a so-called “special servicer” may act as such primary Servicer).  Lender may replace such primary Servicer with
another primary Servicer at any time in Lender’s sole discretion.  As of the date hereof, Wachovia Bank, N.A.,
in its capacity as servicer under a Servicing Agreement with Lender, is hereby
designated as the primary Servicer and unless and until Borrower is notified by
all Persons comprising Lender of a new primary Servicer, Borrower shall be
permitted to rely conclusively and irrevocably on such designation.”


 


Section 2.10         Section 11.27 of the Loan Agreement
is hereby amended by deleting in their entirety clauses (g), (h) and (i) thereof.


 


Section 2.11         Section 11.28 of the Loan Agreement
is hereby amended by deleting it in its entirety and replacing it with the
following new Section 11.28:


 


“Section 11.28 Intentionally Omitted.”


 


III.           AMENDMENT
TO OTHER LOAN DOCUMENTS


 


Section 3.1            Omnibus
Amendment to All Loan Documents.  As of the date hereof, each reference to
the defined terms which have been modified pursuant to this Amendment shall be
deemed to be a reference to such defined term as so modified, and any reference
to the principal amount of the Note or the Loan shall be deemed to be a
reference to such principal amount as so increased or decreased pursuant to
this Amendment and as evidenced by the Note.


 


Section 3.2            The Environmental Indemnity is hereby
amended by deleting Exhibit A thereto in its entirety and replacing it
with a new Exhibit A attached hereto as Schedule I.


 


Section 3.3            The Assignment of Management Agreement is
hereby amended by deleting Exhibit A thereto in its entirety and replacing
it with a new Exhibit A attached hereto as Schedule II.


 


7

















 


IV.           REAFFIRMATION
OF GUARANTEES


 


Section 4.1            In connection with this Amendment, Guarantor
hereby:


 


(i)            Consents
to and acknowledges this Amendment and acknowledges and agrees that any and all
documents entered into in connection with the Amendment hereto do not and shall
not impair, reduce or adversely affect the nature of the obligations of
Guarantor under the Guaranty and the Environmental Indemnity.


 


(ii)           Acknowledges
that the Guaranty and the Environmental Indemnity and the obligations of
Guarantor contained in the Guaranty and the Environmental Indemnity are
continuing and in full force and effect.


 


(iii)          Acknowledges
that this reaffirmation of the Guaranty and the Environmental Indemnity is for
the benefit of Lender.


 


V.            MISCELLANEOUS


 


Section 5.1            Except with respect to terms that are
defined in this Amendment or terms used in the Original Loan Agreement that are
redefined in this Amendment, capitalized terms used in this Amendment shall
have the meaning given such terms in the Original Loan Agreement.


 


Section 5.2            Except as specifically modified and
amended herein, all other terms, conditions and covenants contained in the
Original Loan Agreement shall remain in full force and effect.


 


Section 5.3            All references in the Loan Documents to
the Loan Agreement shall mean the Loan Agreement as hereby modified.


 


Section 5.4            Notwithstanding anything to the contrary
in this Agreement or in any other Loan Document, Lender hereby acknowledges
that all fees, costs and expenses incurred with respect to the execution of
this Amendment or any other Loan Document and any and all of the transactions
contemplated by this Amendment or any other Loan Document will be the
responsibility of Lender.


 


Section 5.5            This Amendment may be executed in any
number of counterparts with the same effect as if all parties hereto had signed
the same document. All such counterparts shall be construed together and shall
constitute one instrument, but in making proof hereof it shall only be
necessary to produce one such counterpart.


 


Section 5.6            This Amendment shall be binding upon and
inure to the benefit of the parties and their respective heirs, legal
representatives, permitted successors and permitted assigns.


 


Section 5.7            This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York and any
applicable law of the United States of America.


 


8

















 


Section 5.8            No modification, amendment, extension,
discharge, termination or waiver of any provision of this Amendment or of any
other Loan Document, nor consent to any departure by Borrower therefrom, shall
in any event be effective unless the same shall be in a writing signed by the
party against whom enforcement is sought, and then such waiver or consent shall
be effective only in the specific instance, and for the purpose, for which
given.


 


Section 5.9            As amended by this Amendment, all terms,
covenants and provisions of the Original Loan Agreement are ratified and
confirmed and shall remain in full force and effect as first written.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


9














 


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


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ART
  MORTGAGE BORROWER PROPCO 2006-1C L.P., a Delaware limited
  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  ART
  Mortgage Borrower Propco GP 2006-1C

  
	
   

  	
   

  	
  LLC,
  a Delaware limited liability company, its

  
	
   

  	
   

  	
  general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Americold
  Realty Trust, a Maryland real estate

  
	
   

  	
   

  	
  investment
  trust, its sole equity member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Neal Rider

  
	
   

  	
   

  	
  Name:
  Neal Rider

  
	
   

  	
   

  	
  Title:
  President and Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ART
  MORTGAGE BORROWER OPCO 2006-1C L.P., a Delaware limited
  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ART
  Mortgage Borrower Opco GP 2006-1C LLC,

  
	
   

  	
   

  	
  a
  Delaware limited liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Americold
  Logistics, LLC, a Delaware limited

  
	
   

  	
   

  	
  liability
  company, its sole equity member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Neal Rider

  
	
   

  	
   

  	
  Name:
  Neal Rider

  
	
   

  	
   

  	
  Title:
  President and Chief Operating Officer

  



 


10

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UBS
  REAL ESTATE SECURITIES INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Terrence Haas

  
	
   

  	
   

  	
  Name:
  Terrence Haas

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Henry Chung

  
	
   

  	
   

  	
  Name:
  Henry Chung

  
	
   

  	
   

  	
  Title:
  Director

  



 


11

















 


	
   

  	
  CROSS
  LENDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UBS
  REAL ESTATE SECURITIES INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Terrence Haas

  
	
   

  	
   

  	
  Name:
  Terrence Haas

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Henry Chung

  
	
   

  	
   

  	
  Name:
  Henry Chung

  
	
   

  	
   

  	
  Title:
  Director

  



 


12

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICOLD
  REALTY TRUST,  a Maryland
  real estate investment trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Neal Rider

  
	
   

  	
   

  	
  Name:
  Neal Rider

  
	
   

  	
   

  	
  Title:
  President and Chief Operating Officer

  



 


13

















 


	
   

  	
  MANAGER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ART
  MANAGER LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Americold
  Realty Trust, a Maryland real estate

  
	
   

  	
   

  	
  investment
  trust, its sole equity member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Neal Rider

  
	
   

  	
   

  	
  Name:
  Neal Rider

  
	
   

  	
   

  	
  Title: President and Chief
  Operating Officer

  



 


14