<PAGE>

                                                                  Exhibit 10.37

                             UNCONDITIONAL GUARANTY

      FOR VALUE RECEIVED, and to induce CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP ("CRESCENT"), having an office at 777 Main Street, Suite 2100, Fort
Worth, Texas 76102, and VORNADO OPERATING L.P. ("VORNADO"), having an office at
210 Route 4 East, Paramus, New Jersey 07652 (collectively, "LENDER"), to lend to
AMERICOLD LOGISTICS, LLC, having an office at Glen Lake Parkway, Suite 800,
Atlanta, Georgia 30328 ("BORROWER"), the aggregate sum of ELEVEN MILLION SIX
HUNDRED THOUSAND DOLLARS ($11,600,000) (the "LOAN"), evidenced by (a) that
certain Promissory Note dated effective as of June 6, 2001, made payable to
Crescent (as it may be amended, the "CRESCENT NOTE") in the face amount of
$6,500,000, and (b) that certain Promissory Note dated effective as of June 6,
2001, made payable to Vornado in the face amount of $5,100,000 (as it may be
amended, the "VORNADO NOTE") (the Crescent Note and the Vornado Note are
hereinafter collectively referred to as the "NOTE"), and secured by, inter alia,
this Unconditional Guaranty ("GUARANTY"), which shall be secured by, inter alia,
the collateral (the "COLLATERAL") described in that certain Security Agreement
(as amended, the "SECURITY AGREEMENT"), dated as of the date hereof, made by
Borrower and each of the subsidiaries of Borrower listed on Schedule I hereto
(collectively, "GUARANTORS") in favor of Lender, the undersigned Guarantors,
hereby, jointly and severally, unconditionally and absolutely, undertake,
guarantee, and agree as follows:

1.    Guarantors hereby, jointly and severally, absolutely, irrevocably and
      unconditionally guarantee to Lender the prompt, absolute, and
      unconditional (i) payment of the principal sum evidenced by the Note
      together with all interest thereon (including payment of interest accruing
      on the Note after any petition under the applicable federal bankruptcy
      laws), as the same shall become due and payable under the Note (after the
      expiration of any applicable grace or cure period provided for the payment
      of the same), including any and all fees, expenses and any and all other
      sums of money that, at any time, may become due and payable, pursuant to
      the provisions of the Note, the Security Agreement, or any other document
      (collectively, the "LOAN DOCUMENTS") now or hereafter evidencing, securing
      or otherwise relating to the Note, and (ii) due and punctual performance
      and observance by Borrower of all other terms, covenants, and conditions
      of the Note and other Loan Documents, whether according to the present
      terms thereof, at any earlier or accelerated date or dates as provided
      therein, or pursuant to any extension of time or to any change or changes
      in the terms, covenants, or conditions thereof, now or hereafter made or
      granted. All sums due and payable hereunder by Guarantors to Lender shall
      be payable on demand of Lender. This is a guaranty of payment and not of
      collection.

2.    Any indebtedness or obligations of Borrower to Guarantors (or any of them)
      now or hereafter existing (including any rights of subrogation Guarantors
      (or any of them) may have as a result of any payment by Guarantors (or any
      of them) under this Guaranty), together with any interest thereon, shall
      be, and such indebtedness hereby is subordinated to the prior payment in
      full of the indebtedness of Borrower to Lender under the Note and all
      other Loan Documents. Guarantors agree that until satisfaction in full of
      Borrower's

<PAGE>

      obligations in connection with the Loan, none of the Guarantors will
      accept any payment or satisfaction of any kind of any indebtedness of
      Borrower to any of the Guarantors, and all of the Guarantors hereby assign
      to Lender all right, title, and interest in such indebtedness, including
      the right to file proofs of claim and to vote thereon in connection with
      any bankruptcy, insolvency, or reorganization proceeding, and including
      the right to vote on any plan of arrangement or reorganization. Further,
      Guarantors agree that until satisfaction in full of Borrower's obligations
      in connection with the Loan, (i) none of the Guarantors shall accept
      payment from any other guarantor of the Note by way of contribution on
      account of any payment made hereunder by Guarantors to Lender, (ii)
      Guarantors shall not take any action to exercise or enforce any rights to
      such contribution, and (iii) if any of the Guarantors should receive any
      payment, satisfaction, or security for any indebtedness of Borrower to
      Guarantors or for any contribution by any other guarantor of the Note for
      payment made hereunder by any of the Guarantors to Lender, the same shall
      be delivered to Lender in the form received, endorsed or assigned as may
      be appropriate for application on account of or as security for the
      indebtedness of Borrower to Lender and, until so delivered, shall be held
      in trust for Lender as security for the indebtedness of Borrower to
      Lender. Notwithstanding any provision of this Paragraph or this Guaranty
      to the contrary, if Guarantors (or any of them) are or become an "insider"
      (as defined from time to time in Section 101 of the Federal Bankruptcy
      Code) with respect to Borrower, then Guarantors waive irrevocably and
      absolutely any and all rights of subrogation, contribution,
      indemnification, reimbursement or any similar rights against Borrower,
      and/or any other guarantor of Borrower's obligations under the Note, with
      respect to this Guaranty, whether such rights arise under an expressed or
      implied contract or by operation of law. It is the intention of the
      parties hereto that none of the Guarantors shall be deemed to be a
      "creditor" (as defined in Section 101 of the Federal Bankruptcy Code) of
      Borrower by reason of the existence of this Guaranty in the event that
      Borrower becomes a debtor in any proceeding under the Federal Bankruptcy
      Code.

3.    Any lien or change on the Collateral or revenue or income to be realized
      therefrom, and all rights in and to the Collateral that Guarantors may
      have or obtain, shall be subordinated to the indebtedness of the Borrower
      to Lender under the Note.

4.    It is expressly understood and agreed that this is a continuing guaranty
      and that the obligations of Guarantors hereunder are and shall be absolute
      under any and all circumstances, without regard to validity, regularity,
      or enforceability of the Note or any of the other Loan Documents.
      Guarantors hereby acknowledge having received and reviewed a true copy of
      each of the Loan Documents.

5.    To the full extent that Guarantors may lawfully do so, Guarantors hereby
      jointly and severally waive and agree not to assert or take advantage of
      (a) the defense of the statute of limitations to collect and/or enforce
      performance of any of the obligations, liabilities or indebtedness that
      are hereby guaranteed under this Guaranty; (b) any defense that may arise
      by reason of (i) the lack of power or authority of Borrower or any other
      person or entity liable for the payment and/or performance of all or any
      portion of the obligations, liabilities or indebtedness that are hereby
      guaranteed under this Guaranty, including but not limited to any of the
      Guarantors, or (ii) the failure of Lender to file or enforce a claim

<PAGE>

      against the estate (whether in bankruptcy or any other proceeding) of
      Borrower or any other person or entity liable for the payment and/or
      performance of all or any portion of the obligations, liabilities or
      indebtedness that are hereby guaranteed under this Guaranty, including but
      not limited to any of the Guarantors; (c) the benefit of all homestead and
      all other exemptions to which any of the Guarantors may be entitled, and
      further waive presentment, demand for payment, protest, notice of protest,
      notice of discharge, notice of acceptance of this Guaranty, notice of
      non-performance and non-observance, and all other indulgences, proofs and
      notices of any kind whatsoever; (d) any defense based upon an election of
      remedies by Lender (including, if available, an election to proceed by
      non-judicial foreclosure); (e) any act or omission by Lender that destroys
      or otherwise impairs the subrogation rights of any of the Guarantors or
      the right of any of the Guarantors to proceed against Borrower for
      reimbursement, or both; or (f) the benefits of the provisions of any
      statute or any defense arising by reason of the cessation from any cause
      whatsoever of the liability of Borrower. It is the intent hereof that the
      Guarantors shall remain jointly and severally liable as principal until
      the payment and/or performance of all obligations, liabilities and
      indebtedness that are guaranteed under this Guaranty, notwithstanding any
      act, omission or thing which might otherwise operate as a legal or
      equitable discharge of any of the Guarantors.

6.    Guarantors further agree that the validity of this Guaranty and the
      obligations of Guarantors hereunder shall in no way be terminated,
      affected, or impaired by reason of the assertion by the Lender of any
      rights or remedies that it may have under or with respect to the Note, the
      Security Agreement, or under any other Loan Document against any person
      obligated thereunder or by reason of Lender's failure to exercise, or
      delay in exercising, any such right or remedy or any right or remedy
      Lender may have hereunder or in respect to this Guaranty, or by reason of
      the adjudicating in bankruptcy of any person obligated under the Note or
      any of the other Loan Documents, or the filing of a petition for any
      relief under the Federal Bankruptcy Code by any such person, or the
      dissolution of any or all of the Guarantors.

7.    Guarantors further covenant that this Guaranty shall remain and continue
      in full force and effect as to any assignment, sale, modification,
      extension, or renewal of the Note, the Security Agreement, or any other
      Loan Documents, or the release or exchange of the Collateral or other
      collateral for the Loan, or compromise of the obligations of the debt
      evidenced by the Note, or any such Loan Document or instrument, or the
      granting of any other indulgences or forbearance under any or all of such
      documents, all of which may be made, done, or suffered without notice to,
      or further consent of, any or all of the Guarantors.

8.    Guarantors agree that Lender may (without notice to any of the Guarantors)
      sell, assign, or transfer all or any portion of the indebtedness,
      obligations, and liabilities of Borrower, and, in that event, each and
      every successive assignee, transferee, or holder of all or any part of
      said indebtedness, obligations, or liabilities shall have the right to
      enforce this Guaranty by suit or other remedy as fully as if such
      assignee, transferee, or holder were herein by name specifically given
      such rights, powers, and benefits; provided, however, that Lender shall
      have an unimpaired right to enforce this Guaranty for any of the
      liabilities of the Guarantors that Lender has not sold, assigned, or
      transferred.

<PAGE>

9.    Guarantors agree that this Guaranty may be enforced by Lender against any
      of the Guarantors without first resorting to or exhausting any other
      security or collateral and without first having recourse to the Note or
      any of the Collateral through foreclosure proceedings or otherwise;
      provided, however, that nothing herein contained shall prevent Lender from
      suing on the Note, foreclosing on the Collateral pursuant to the Security
      Agreement, or from exercising any other rights under the Loan Documents,
      and if such foreclosure or other remedy is availed of, only the net
      proceeds therefrom, after deduction of all charges and expenses of every
      kind and nature whatsoever, shall be applied in reduction of any amount
      due to Lender, and Lender shall not be required to institute or prosecute
      proceedings to recover any deficiency as a condition of payment hereunder
      or enforcement hereof. Guarantors expressly waive any right to require
      that any action be brought against Borrower or any other guarantor. At any
      sale of the Collateral or other collateral given for the indebtedness or
      any part thereof, whether by foreclosure or otherwise, Lender may at its
      discretion purchase all or any part of the Collateral or collateral so
      sold or offered for sale for its own account and may, in payment of the
      amount bid therefor, deduct such amount from the balance due it pursuant
      to the terms of the Note, Security Agreement, and other Loan Documents.

10.   Guarantors agree that in the event this Guaranty is placed in the hands of
      an attorney for enforcement, Guarantors shall reimburse Lender for all
      expenses incurred, including reasonable attorneys' fees.

11.   This Guaranty shall be binding upon and enforceable against Guarantors,
      their heirs, legal representatives, administrators, executors, successors,
      and assigns, and shall inure to the benefit of, and may be enforced by,
      Lender and its successors and assigns. This Guaranty is independent of
      (and shall not be limited by) any other guaranty now existing or hereafter
      given. All pronouns and any variations thereof shall be deemed to refer to
      the masculine, feminine, neuter, singular or plural as the context may
      require.

12.   In addition to all other rights of Lender to accelerate the indebtedness
      guaranteed hereby, if (i) an event shall occur which, pursuant to the
      terms of the Note or any other Loan Document would entitle Lender to
      accelerate the indebtedness guaranteed hereby, but (ii) there shall be
      filed with respect to Borrower a petition in bankruptcy or for similar
      relief under the Federal Bankruptcy Code or any similar law, and by reason
      of such filing or as a result of any order of court, Lender shall be
      prevented from accelerating such indebtedness or after such acceleration
      if Borrower's right to make periodic payments of the indebtedness shall be
      reinstated, then Lender shall have the right to demand from Guarantors
      payment in full of, and Guarantors shall pay in full, all indebtedness
      guaranteed hereby, including all principal, interest, costs, fees and
      charges, whether or not then due and payable by Borrower.

13.   If at any time any payment, or portion thereof, made by or for the account
      of Guarantors on account of any of the obligations and liabilities
      hereunder is set aside by any court or trustee having jurisdiction as a
      voidable preference or fraudulent conveyance or otherwise restored or
      returned by Lender to Guarantors under any insolvency, bankruptcy or other
      federal and/or state laws or as a result of any dissolution, liquidation
      or reorganization of Borrower or upon, or as a result of, the appointment
      of any receiver,

<PAGE>

      intervenor or conservator of, or trustee or similar officer for, Borrower
      or any substantial part of its properties or assets, Guarantors agree that
      this Guaranty shall continue and remain in full force and effect or be
      reinstated, as the case may be, all as though such payment or payments had
      not been made.

14.   This Guaranty shall be governed, construed, and interpreted as to validity
      and enforcement and in all other respects in accordance with the laws of
      the State of Texas and cannot be modified, amended, or terminated orally.

15.   GUARANTORS KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ALL RIGHTS TO
      TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED BY OR AGAINST LENDER
      WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS GUARANTY, THE NOTE, THE LOAN
      EVIDENCED THEREBY, ANY OF THE LOAN DOCUMENTS, OR ANY ALLEGED TORTIOUS
      CONDUCT BY GUARANTORS, BORROWER OR LENDER, OR, IN ANY WAY, DIRECTLY OR
      INDIRECTLY, ARISING OUT OF OR RELATED TO THE RELATIONSHIP BETWEEN
      GUARANTORS, BORROWER AND LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT
      FOR LENDER AGREEING TO MAKE THE LOAN.

16.   GUARANTORS IRREVOCABLY AUTHORIZE _____________________________, ESQ. OR
      __________________________________________, ESQ. TO APPEAR FOR ANY OR ALL
      OF THE GUARANTORS IN ANY COURT OF RECORD BEFORE WHICH SUCH ATTORNEY IS
      ADMITTED, TO WAIVE THE ISSUE OF SUMMONS OR OTHER PROCESS AND TO CONFESS
      JUDGMENT AGAINST ANY OR ALL OF THE GUARANTORS IN FAVOR OF LENDER FOR ALL
      AMOUNTS AND OBLIGATIONS DUE UNDER THIS GUARANTY INCLUDING, TO THE FULLEST
      EXTENT ALLOWED UNDER APPLICABLE LAW, ALL INTEREST AND COSTS (INCLUDING
      REASONABLE ATTORNEYS' FEES) AND TO RELEASE ALL ERRORS AND WAIVE ALL RIGHTS
      OF APPEAL AND THE BENEFIT OF ANY HOMESTEAD OR OTHER EXEMPTION LAWS.
      GUARANTORS APPOINT SUCH ATTORNEY AS GUARANTORS' ATTORNEY-IN-FACT (WHICH
      APPOINTMENT IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE) TO EXECUTE AND
      DELIVER ON ANY OR ALL OF THE GUARANTORS' BEHALF SUCH FURTHER INSTRUMENTS
      AS MAY BE REQUIRED UNDER LAW OR RULES OF COURT TO EFFECT ENTRY OF SUCH
      CONFESSION OF JUDGMENT. GUARANTORS IRREVOCABLY WAIVE ANY CONFLICT OF
      INTEREST ARISING OUT OF THE FOREGOING AUTHORIZATION AND APPOINTMENT.
      ADDITIONALLY, AS APPROPRIATE UNDER APPLICABLE LAW, GUARANTORS IRREVOCABLY
      AUTHORIZE ANY CLERK OF THE COURT OR OTHER APPROPRIATE OFFICIAL TO ENTER AT
      LENDER'S DIRECTION, JUDGMENT BY CONFESSION AGAINST ANY OR ALL OF THE
      GUARANTORS IN FAVOR OF LENDER FOR ALL AMOUNTS AND OBLIGATIONS DUE UNDER
      THIS GUARANTY INCLUDING, TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE
      LAW, ALL INTEREST AND COSTS (INCLUDING REASONABLE ATTORNEYS' FEES). THE
      FOREGOING POWERS AND AUTHORITY MUST BE EXERCISED WITHOUT EXHAUSTION
      THEREOF

<PAGE>

      FROM TIME TO TIME, AS OFTEN AS LENDER SHALL ELECT, UNTIL GUARANTORS
      SATISFY ALL OF THEIR OBLIGATIONS UNDER THIS GUARANTY.

17.   All notices, demands or requests required or permitted under the terms of
      this Guaranty to be given by or to any party hereunder (a) shall be in
      writing, and (b) unless and until otherwise specified in a written notice
      by the respective parties or any of them, shall be sent to the parties at
      their following respective addresses:

      Crescent Real Estate Equities Limited Partnership   Each of the Guarantors
      777 Main Street, Suite 2100                         c/o Glen Lake Parkway
      Fort Worth, Texas, 76102                            Suite 800
      Attention: General Counsel                          Atlanta, Georgia 30328

      Vornado Operating L.P.
      210 Route 4 East
      Paramus, New Jersey, 07652
      Attention: Chief Financial Officer

      Each such notice, demand or request shall be deemed to have been properly
      served for all purposes (i) if hand delivered (effective upon delivery) or
      if sent by certified mail, return receipt requested, postage prepaid
      (effective three (3) days after deposit), or (ii) by facsimile
      transmission (effective upon electronic confirmation to the sending party
      of receipt of transmission), or (iii) if sent by reputable overnight
      courier (effective on the next business day following delivery to such
      courier), to the addressee at its address and/or facsimile number as set
      forth hereinabove.

18.   This Guaranty shall remain in full force and effect as a continuing
      guaranty and Lender may bring separate actions hereunder against the
      Guarantors (or any of them), from time to time, until one year and one day
      after the date upon which the entire principal amount of the Loan, all
      accrued but unpaid interest thereon and all other amounts due to Lender
      under this Guaranty or the Loan Documents have been paid in full.

19.   This Guaranty may be executed in multiple counterparts, each of which
      shall be deemed an original Guaranty, and all of which shall constitute
      one Guaranty.

20.   No modifications to or amendments of this Guaranty shall be effective
      unless and until such modification or amendment is made in writing and
      executed by Lender and Guarantor(s) (individually or collectively, as
      applicable).

21.   Guarantors represent that they have reviewed this Guaranty with the advice
      of legal counsel of their own choice, including, without limitation, terms
      herein providing for waiver of jury trial and for confession of judgment.

22.   If a court of competent jurisdiction shall find any provision hereof to be
      illegal or unenforceable, such provision shall be void and all other
      provisions hereof shall be enforced to the fullest extent allowed by law.
      This Guaranty may not be amended or modified without the written consent
      of Lender and each of the undersigned.

<PAGE>

23.   The parties hereto hereby acknowledge that, concurrently herewith,
      Crescent, Vornado, Borrower and each of the Guarantors are executing an
      Intercreditor Agreement with respect to the transactions described in the
      Loan Documents.

                         [signatures on following page]

<PAGE>

      IN WITNESS WHEREOF, each of the Guarantors have duly executed this
Guaranty this 7th day of June 2001, effective as of June 6, 2001.

                     [signatures appear on following pages]

<PAGE>

                                       VC CARTHAGE, L.L.C.

                                       By: AmeriCold Logistics, LLC, its sole
                                           member


                                           By:    /s/ Frederick B. Beilstein III
                                                  ------------------------------
                                           Name:  Frederick B. Beilstein III
                                                  ------------------------------
                                           Title: Executive Vice President
                                                  ------------------------------

<PAGE>

                                       KC UNDERGROUND, L.L.C.

                                       By: AmeriCold Logistics, LLC, its sole
                                           member



                                           By:    /s/ Frederick B. Beilstein III
                                                  ------------------------------
                                           Name:  Frederick B. Beilstein III
                                                  ------------------------------
                                           Title: Executive Vice President
                                                  ------------------------------

<PAGE>

                                       INLAND QUARRIES, L.L.C.

                                       By: AmeriCold Logistics, LLC, its sole
                                           member



                                           By:    /s/ Frederick B. Beilstein III
                                                  ------------------------------
                                           Name:  Frederick B. Beilstein III
                                                  ------------------------------
                                           Title: Executive Vice President
                                                  ------------------------------

<PAGE>

                                       VC OMAHA TEXAS, L.L.C.

                                       By: AmeriCold Logistics, LLC, its sole
                                           member


                                           By:    /s/ Frederick B. Beilstein III
                                                  ------------------------------
                                           Name:  Frederick B. Beilstein III
                                                  ------------------------------
                                           Title: Executive Vice President
                                                  ------------------------------


<PAGE>

                                         VC TEXAS, L.P.

                                         By: VC Omaha Texas, L.L.C., its General
                                             Partner

                                         By: AmeriCold Logistics, LLC, its sole
                                             member


                                          By:    /s/ Frederick B. Beilstein III
                                                 ------------------------------
                                          Name:  Frederick B. Beilstein III
                                                 ------------------------------
                                          Title: Executive Vice President
                                                 ------------------------------


<PAGE>

                                         VC SUPERIOR, L.L.C.

                                         By: AmeriCold Logistics, LLC, its sole
                                             member


                                           By:    /s/ Frederick B. Beilstein III
                                                  ------------------------------
                                           Name:  Frederick B. Beilstein III
                                                  ------------------------------
                                           Title: Executive Vice President
                                                  ------------------------------



<PAGE>

                                         CARMAR INDUSTRIES, L.L.C.

                                         By: AmeriCold Logistics, LLC, its sole
                                             manager


                                           By:    /s/ Frederick B. Beilstein III
                                                  ------------------------------
                                           Name:  Frederick B. Beilstein III
                                                  ------------------------------
                                           Title: Executive Vice President
                                                  ------------------------------


<PAGE>

                                         VC LOGISTICS, L.L.C.

                                         By: AmeriCold Logistics, LLC, its sole
                                         member


                                           By:    /s/ Frederick B. Beilstein III
                                                  ------------------------------
                                           Name:  Frederick B. Beilstein III
                                                  ------------------------------
                                           Title: Executive Vice President
                                                  ------------------------------


<PAGE>

                                         AMLOG CANADA, INC.


                                           By:    /s/ Frederick B. Beilstein III
                                                  ------------------------------
                                           Name:  Frederick B. Beilstein III
                                                  ------------------------------
                                           Title: Executive Vice President
                                                  ------------------------------

<PAGE>

                                 ACKNOWLEDGMENT

STATE OF GEORGIA           )
                           )        ss
COUNTY OF FULTON           )

      On this 7th day of June, 2001, before me appeared
Frederick B. Beilstein III, to me personally known, who being by me duly
sworn, did say that he/she is the EVP of Americold
Logistics, LLC, the sole member of VC Carthage, L.L.C., a Delaware
limited liability company, and said Frederick B. Beilstein III acknowledged
execution of the foregoing instrument to be the free act and deed of said
limited liability company.

      IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.

                                               /s/ illegible
                                               ---------------------------------
                                               Notary Public

My Commission Expires:

      1-10-03
----------------------

<PAGE>
                                 ACKNOWLEDGMENT

STATE OF    Georgia         )
                            )      ss
COUNTY OF   Fulton          )

      On this 7th day of June, 2001, before me appeared
Frederick B. Beilstein III, to me personally known, who being by me duly
sworn, did say that he/she is the EVP of Americold Logistics, LLC, the sole
member of KC Underground, L.L.C., a Delaware limited liability company, and said
Frederick B. Beilstein III acknowledged execution of the foregoing instrument to
be the free act and deed of said limited liability company.

      IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.

                                               /s/ illegible
                                               ---------------------------------
                                               Notary Public

My Commission Expires:
    1-10-03
----------------------



<PAGE>

                                 ACKNOWLEDGMENT

STATE OF    Georgia         )
                            )      ss
COUNTY OF   Fulton          )

      On this 7th day of June, 2001, before me appeared Frederick B. Beilstein
III, to me personally known, who being by me duly sworn, did say that he/she is
the EVP of Americold Logistics, LLC, the sole member of Inland Quarries, L.L.C.,
a Delaware limited liability company, and said Frederick B. Beilstein III
acknowledged execution of the foregoing instrument to be the free act and deed
of said limited liability company.

      IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.

                                               /s/ illegible
                                               ---------------------------------
                                               Notary Public

My Commission Expires:
    1-10-03
----------------------

<PAGE>


                                 ACKNOWLEDGMENT

STATE OF    Georgia         )
                            )      ss
COUNTY OF   Fulton          )

      On this 7th day of June, 2001, before me appeared Frederick B. Beilstein
III, to me personally known, who being by me duly sworn, did say that he/she is
the EVP of Americold Logistics, LLC, the sole member of VC Omaha Texas, L.L.C.,
a Delaware limited liability company, and said Frederick B. Beilstein III
acknowledged execution of the foregoing instrument to be the free act and deed
of said limited liability company.

      IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.

                                               /s/ illegible
                                               ---------------------------------
                                               Notary Public

My Commission Expires:

     1-10-03
----------------------

<PAGE>

                                 ACKNOWLEDGMENT

STATE OF    Georgia         )
                            )        ss
COUNTY OF   Fulton          )

      On this 7th day of June, 2001, before me appeared Frederick B. Beilstein
III, to me personally known, who being by me duly sworn, did say that he/she is
the EVP of Americold Logistics, LLC, the sole member of VC Omaha Texas, L.L.C.,
the General Partner of VC Texas, L.P., a Delaware limited partnership, and said
Frederick B. Beilstein III acknowledged execution of the foregoing instrument to
be the free act and deed of said limited partnership.

      IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.

                                               /s/ illegible
                                               ---------------------------------
                                               Notary Public

My Commission Expires:

     1-10-03
----------------------

<PAGE>

                                 ACKNOWLEDGMENT

STATE OF    Georgia         )
                            )        ss
COUNTY OF   Fulton          )

      On this 7th day of June, 2001, before me appeared Frederick B. Beilstein
III, to me personally known, who being by me duly sworn, did say that he/she is
the EVP of Americold Logistics, LLC, the sole member of VC Superior, L.L.C.,
a Delaware limited liability company, and said Frederick B. Beilstein III
acknowledged execution of the foregoing instrument to be the free act and deed
of said limited liability company.

      IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.

                                               /s/ illegible
                                               ---------------------------------
                                               Notary Public

My Commission Expires:

      1-10-03
----------------------

<PAGE>

                                 ACKNOWLEDGMENT

STATE OF Georgia            )
                            )      ss
COUNTY OF Fulton            )

      On this 7th day of June, 2001, before me appeared
Frederick B. Beilstein III, to me personally known, who being by me duly
sworn, did say that he/she is the EVP of Americold
Logistics, LLC, the sole member of Carmar Industries, L.L.C., a
Delaware limited liability company, and said Frederick B. Beilstein III
acknowledged execution of the foregoing instrument to be the free act and deed
of said limited liability company.

      IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.

                                               /s/  illegible
                                               ---------------------------------
                                               Notary Public

My Commission Expires:

1-10-03
----------------------

<PAGE>
                                 ACKNOWLEDGMENT

STATE OF Georgia            )
                            )        ss
COUNTY OF Fulton            )

            On this 7th day of June, 2001, before me appeared Frederick B.
Beilstein III, to me personally known, who being by me duly sworn, did say that
he/she is the EVP of Americold Logistics, LLC, the sole member of VC Logistics,
L.L.C., a Delaware limited liability company, and said Frederick B. Beilstein
III acknowledged execution of the foregoing instrument to be the free act and
deed of said limited liability company.

      IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.

                                               /s/ illegible
                                               ---------------------------------
                                               Notary Public

My Commission Expires:

1-10-03
----------------------

<PAGE>

                                 ACKNOWLEDGMENT

STATE OF Georgia            )
                            )      ss
COUNTY OF Fulton            )

                On this 7th day of June, 2001, before me appeared Frederick B.
Beilstein III, to me personally known, who being by me duly sworn, did say that
he/she is the EVP of AMLOG Canada, a Canada corporation, and said Frederick B.
Beilstein III acknowledged execution of the foregoing instrument to be the free
act and deed of said corporation.

      IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.

                                               /s/ illegible
                                               ---------------------------------
                                               Notary Public

My Commission Expires:

1-10-03
----------------------


<PAGE>

                                   SCHEDULE I

                                   Guarantors

                               VC Carthage, L.L.C.

                             KC Underground, L.L.C.

                             Inland Quarries, L.L.C.

                             VC Omaha Texas, L.L.C.

                                 VC Texas, L.P.

                               VC Superior, L.L.C.

                            Carmar Industries, L.L.C.

                              VC Logistics, L.L.C.

                               AMLOG Canada, Inc.