Exhibit 10.7


 


FIRST AMENDMENT TO LOAN AGREEMENT


 


 


Dated as of February 28, 2007


 


 


Between


 


ART MORTGAGE BORROWER PROPCO 2006-2 LP.


 


and


ART MORTGAGE BORROWER OPCO 2006-2 L P.,


collectively, as Borrower


 


 


and


 


 


GERMAN AMERICAN CAPITAL CORPORATION


 


and


JPMORGAN CHASE BANK, N.A.,


collectively, as Lender


 

















 


FIRST
AMENDMENT TO LOAN AGREEMENT


 


THIS FIRST AMENDMENT TO LOAN
AGREEMENT (this “Amendment”),
dated as of February 28,
2007 (the “Effective Date”), by and
between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an
address at 60 Wall Street; 10th
Floor, New York, New York 10005 (“GACC”),
and JPMORGAN CHASE BANK, NA, a banking
association chartered under the laws
of the United States of America, having an address at 270 Park Avenue, New York, New York 10017-2014 (“JPM”, GACC and JPM, each a “Co-Lender”
and, collectively, “Lender”), ART MORTGAGE BORROWER PROPCO  2006-2 L.F., a Delaware limited
partnership (“Propco Borrower”), and ART MORTGAGE BORROWER OPCO 2006-2 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 and AMERICOLD REALTY TRUST,
a Maryland real estate investment trust (“Guarantor”).


 


W I T N E S
S E T H:


 


WHEREAS, Lender and Borrower entered into a certain Loan
Agreement (the “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 Three Hundred Fifty Million and No/100 Dollars ($350,000,000.00), which
Loan is evidenced in part by that certain Promissory Note
A-1, of even date with the Loan
Agreement made by Borrower to GACC in the original stated principal amount of Two Hundred Ten Million and No/100 Dollars ($210,000,000)
(as the same may be amended, restated,
replaced, supplemented, increases,
extended, consolidated or otherwise modified from time to time, the “GACC
Note”) and in part by that
certain Promissory Note A-2, of even date with the Loan Agreement
made by Borrower to JPM m the original stated principal amount
of One Hundred Forty Million and No/100 Dollars ($140,000,000) (as the same may be amended, restated, replaced, supplemented, increases, extended, consolidated or otherwise modified from time to time, the “JPM Note”, and collectively
with the GACC Note, the “Original Note”);


 


WHEREAS, the Original Note, the Loan Agreement and all
other documents evidencing, securing or pertaining to the Loan, as the same may
have been and may be further modified or amended from time to time, are
collectively referred to herein as the “Loan Documents”;


 


WHEREAS, GACC and Borrower desire to split the GACC Note
into two (2) promissory notes designated as Promissory Note A-1A, in the
original stated principal amount of $180,000,000, and Promissory Note A-1B, in the original
stated principal amount of $30,000,000; and in furtherance thereof are entering
into this Amendment as of the date hereof;


 


WHEREAS, JPM and Borrower desire to split the JPM Note into
three (3) promissory notes designated as Promissory Note A-2A, m the
original stated principal amount of $70,000,000, Promissory Note A-2B, in the original
stated principal amount of $35,000,000, and Promissory Note A-2C, in the
original stated principal amount of $35,000,000 and in furtherance thereof are
entering into this Amendment as of the date hereof for such purpose;


 

















 


WHEREAS, Promissory Note A-1A and Promissory Note A-1B,
together shall evidence the original GACC Note and Promissory Note A-2A,
Promissory Note A-2B and Promissory Note A-2C together shall evidence the
original JPM Note;


 


WHEREAS, in connection herewith, Borrower, Guarantor and Lender have requested the other to further amend certain terms of the Loan Agreement as more particularly set forth in this Amendment.


 


NOW THEREFORE, in consideration of the foregoing and
of 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.                                         DEFINITIONS


 


Section 1.1.                                Loan Agreement Definitions, The following definitions set forth in Section 1,1 of the
Loan Agreement are hereby
deleted in their entirety and replaced with the meanings set forth below:


 


“Note” shall
mean, collectively, (a) Promissory Note A-lA, (b) Promissory Note
A-1B, (c) Promissory Note A-2A, (d) Promissory Note A-2B and (e) Promissory
Note A-2C and, if applicable, the 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.


 


“GACC Note”
shall mean, collectively, (a) Promissory Note A-1A and (b) Promissory
Note A-1B.


 


“JPM Note” shall
mean, collectively, (a) Promissory Note A-2A, (b) Promissory Note
A-2B and (c) Promissory Note A-2C.


 


Section 1.2.                                Loan Agreement Definitions. The following definitions are herby
added to Section Ii of the Loan Agreement:


 


“Note A-1A” shall mean, that certain
Promissory Note A-1A of even date
herewith m the original stated principal amount of One Hundred Eighty Million and No/100 Dollars ($180,000,000.00), made
by Borrower in favor of GACC, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time;


 


“Note A-1B”
shall mean, that certain Promissory Note A-1B of even date herewith in the original
stated principal amount of Thirty Million and No/100 Dollars ($30,000,000.00),
made by Borrower m favor of GACC, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time;


 


“Note A-2A”
shall mean, that certain Promissory Note A-2A of even date herewith in the original
stated principal amount of Seventy Million and No/100 Dollars ($70,000,000.00),
made by Borrower in favor of JPM, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time.


 

















 


“Note A-2B”
shall mean, that certain Promissory Note A-2B of even date herewith in the
original stated principal amount of Thirty Five Million and. No/100 Dollars
($35,000,000.00), made by Borrower in favor of JPM, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time.


 


“Note A-2C” shall
mean, that certain Promissory Note A-2C of even date herewith in the original
stated principal amount of Thirty Five Million and No/100 Dollars ($35,000,000.00), made by Borrower in
favor of Lender, as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time.


 


II.                                     REAFFIRMATION
OF GUARANTIES


 


Section 2.1.                                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 obligations of Guarantor under the Guaranty of Recourse Obligations (“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.


 


III.                                 MISCELLANEOUS


 


Section 3.1.                                Except as specifically modified and amended herein, all other terms,
conditions and covenants contained in the Loan Agreement shall be and remain in full force
and effect.


 


Section 3.2.                                All references in the Loan Documents to
the Loan Agreement shall mean the Loan Agreement as hereby modified and
amended.


 


Section 3.3.                                Unless otherwise defined in this Amendment,
terms defined in the Loan
Agreement or in any of the other Loan
Documents shall have their defined meanings when used herein.


 


Section 3.4.                                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 3.5.                                This Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, legal representatives, successors and assigns.


 

















 


Section 3.6                                   This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York (without regard
to principles of conflict of laws) and any applicable 11w of the United States
of America.


 


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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.


 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  GERMAN
  CAPITAL CORPORATION, a

  
	
   

  	
  Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey E. Paige

  
	
   

  	
   

  	
  Name:
  Jeffrey E. Paige

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Beacham

  
	
   

  	
   

  	
  Name: John Beacham

  
	
   

  	
   

  	
  Title: Vice President

  
				



 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
   

  	
   

  	
  a
  national banking association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Micah Goodman

  
	
   

  	
   

  	
  Name: Micah Goodman

  
	
   

  	
   

  	
  Title: Vice President

  
				



 


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  BORROWER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ART MORTGAGE BORROWER PROPCO

  
	
   

  	
  2006-2 L.P.,

  
	
   

  	
  a
  Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ART
  MORTGAGE BORROWER

  
	
   

  	
   

  	
  PROPCO
  GP 2006-2 LLC, a

  
	
   

  	
   

  	
  Delaware
  limited liability company,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ART
  FIRST MEZZANINE

  
	
   

  	
   

  	
   

  	
  BORROWER
  PROPCO

  
	
   

  	
   

  	
   

  	
  2006-2
  L P , a Delaware

  
	
   

  	
   

  	
   

  	
  limited
  partnership, its sole

  
	
   

  	
   

  	
   

  	
  equity
  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  ART
  FIRST MEZZANINE

  
	
   

  	
   

  	
   

  	
   

  	
  BORROWER
  PROPCO GP

  
	
   

  	
   

  	
   

  	
   

  	
  2006-2
  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

  
							



 

















 


	
   

  	
  ART
  MORTGAGE BORROWER OPCO

  
	
   

  	
  2006-2
  L.P.,

  
	
   

  	
  a
  Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ART
  MORTGAGE BORROWER

  
	
   

  	
   

  	
  OPCO
  GP 2006-2 LLC, a

  
	
   

  	
   

  	
  Delaware
  limited liability company,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ART
  FIRST MEZZANINE

  
	
   

  	
   

  	
   

  	
  BORROWER
  OPCO

  
	
   

  	
   

  	
   

  	
  2006-2
  L P , a Delaware

  
	
   

  	
   

  	
   

  	
  limited
  partnership, its sole

  
	
   

  	
   

  	
   

  	
  equity
  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  ART
  FIRST MEZZANINE

  
	
   

  	
   

  	
   

  	
   

  	
  BORROWER
  OPCO GP

  
	
   

  	
   

  	
   

  	
   

  	
  2006-2
  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

  
							



 

















 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICOLD
  REALTY TRUST,

  
	
   

  	
   

  	
  a
  Maryland real estate investment trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Neal Rider

  
	
   

  	
   

  	
  Name: Neal Rider

  
	
   

  	
   

  	
  Title: President