##### 



Exhibit 10.18

Consolidation of Master Lease Agreements, dated as of the 23rd day of
January, 2002 (this Consolidation), made among (i) VC Omaha Holdings L.L.C.,
a Delaware limited liability company, and Carmar Freezers Thomasville L.L.C.,
a Delaware limited liability company (collectively, Landlord I), (ii) VC
Freezer Amarillo, L.P., VC Freezer Fremont L.L.C., VC Freezer Garden City
L.L.C., VC Freezer Phoenix L.L.C., VC Freezer Sioux Falls L.L.C., VC Freezer
Springdale L.L.C., VC Freezer Russelville L.L.C., VC Freezer Texarkana L.L.C.,
Carmar Freezers Russelville L.L.C., VC Freezer Fort Worth L.L.C., Americold
Corporation, VC Freezer Kentucky, L.L.C., VC Freezer Massillon, L.L.C., VC
Freezer Strasburg, L.L.C. and VC Freezer Babcock, L.L.C. (collectively,
Landlord II), (iii) Americold Corporation, an Oregon corporation (Landlord
III, and collectively with Landlord I and Landlord II, the Landlords), and
(iv) Americold Logistics, LLC, a Delaware limited liability company
(Tenant).

W I T N E S E T H:

Whereas, Landlord I 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, that certain Second Amendment to Master
Lease Agreement, executed May 11, 2001 and effective as of February 22, 2001
and that certain Third Amendment to Master Lease Agreement, dated as of
December 27, 2001 (as so amended, Lease I);

Whereas, Landlord II and Tenant are parties to a certain Master Lease
Agreement, dated as of March 11, 1999, as amended by those certain letter
agreements, dated November 30, 1999, and March 22, 2000, that certain Third
Amendment to Master Lease Agreement, executed May 11, 2001 and effective as of
February 22, 2001, and that certain Fourth Amendment to Master Lease Agreement,
dated as of December 27, 2001 (as so amended, Lease II)

Whereas, Landlord III (through its predecessor, URS Logistics, Inc.) 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,
that certain Second Amendment to Master Lease Agreement, executed May 11, 2001
and effective as of February 22, 2001, and that certain Third Amendment to
Master Lease Agreement, dated as of December 27, 2001 (as so amended, Lease
III)

Whereas, Landlord III and Tenant are parties to a certain Master Lease
Agreement, dated as of February 28, 1999, as amended by that certain letter
agreement, dated November 30, 1999, that certain Second Amendment to Master
Lease Agreement, executed





---



##### 



May 11, 2001 and effective as of February 22, 2001
and that certain Third Amendment to
Master Lease Agreement, dated as of December 27, 2001 (as so amended,
Lease IV and, together with Lease I, Lease II and Lease III, the Leases);

Whereas, the Landlords and Tenant wish to consolidate the Leases so that
the same shall constitute a single lease.

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. All capitalized terms used but not defined herein shall
have the meanings given such terms in the Leases.

2.     Consolidation of Leases.



| |                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Landlords and Tenant hereby agree that, effective with the
execution and delivery of this Agreement by each of the parties hereto,
the Leases shall be consolidated into a single instrument and shall for
all purposes be deemed and construed to be a single lease affecting all
of the Properties subject to the Leases.
|
| | (b) Without limiting the generality of Section 2(a) above:                                                                                                                                                                                                                                                                         



| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the rights and remedies, and duties and obligations, of
each of the Landlords under each of the Leases, shall inure to the
benefit of, and be binding upon, each of the Landlords,                  
|
| | (ii) the rights and remedies, and duties and obligations, of
Tenant under each of the Leases shall inure to the benefit of
Tenant, and be binding upon, Tenant, and                                     
|
| | (iii) a default on the part of Tenant or any Landlord to
perform its obligations under any of the Leases shall constitute
the default of Tenant or the Landlords, respectively, under all of
the Leases.

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

4.     Miscellaneous.



| |                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------
| | (a) The Leases, as consolidated hereby, are in full force and effect
and, except as set forth herein, unmodified.

-2-



---



##### 





| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) This Consolidation 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
Leases prior to their consolidation hereby shall be deemed to refer to
the Leases as consolidated hereby.

[remainder of page intentionally left blank]

-3-



---



##### 



In Witness Whereof, the parties hereto have caused this Consolidation to
be duly executed by their duly authorized representatives as of the day and
year first above written.

| |  |                                     |  |                                       |  |                                                                                                  |  |  |  |  |  | 
| |  | ----------------------------------- |  | ------------------------------------- |  | ------------------------------------------------------------------------------------------------ |  |  |  |  |  | 
| |  | Landlord I:                        
|
|
|
|
| |  |                                     |  |                                       |  |                                                                                                  |  |  |  |  |  | 
|
|
|
|
| |  | VC OMAHA HOLDINGS, L.L.C.          
|
|
|
|
| |  |                                     |  |                                       |  |                                                                                                  |  |  |  |  |  | 
|
|
|
|
| |  | By:                                 |  | Americold Corporation, its member    
|
|
|
|
| |  |                                     |  |                                       |  |                                                                                                  |  |  |  |  |  | 
|
|
|
|
| |  |                                     |  | By:                                   |  | /s/ Joseph Macnow
Name: Joseph Macnow
Title: Executive Vice President Finance and Administration
|
|
|
|
| |  |                                     |  |                                       |  |                                                                                                  |  |  |  |  |  | 
| |  | CARMAR FREEZERS THOMASVILLE, L.L.C.
|
|
|
|
| |  |                                     |  |                                       |  |                                                                                                  |  |  |  |  |  | 
|
|
|
|
| |  | By:                                 |  | VC Omaha Holdings, L.L.C., its member
|
|
|
|
| |  |                                     |  |                                       |  |                                                                                                  |  |  |  |  |  | 
| |  |                                     |  | By:                                   |  | /s/ Joseph Macnow
Name: Joseph Macnow
Title: Executive Vice President Finance and Administration

| |  |                                                           |  |                                                            |  |                                                |  |                                            |     |                                                                                 |  | 
| |  | --------------------------------------------------------- |  | ---------------------------------------------------------- |  | ---------------------------------------------- |  | ------------------------------------------ | --- | ------------------------------------------------------------------------------- |  | 
| |  | Landlord II:                                             
|
|
|
|
| |  |                                                           |  |                                                            |  |                                                |  |                                            |     |                                                                                 |  | 
|
|
|
|
| |  | VC FREEZER
AMARILLO, L.P.                                
|
|
|
|
| |  |                                                           |  |                                                            |  |                                                |  |                                            |     |                                                                                 |  | 
|
|
|
|
| |  | By: VC Freezer Omaha
Amarillo L.L.C., its
general partner
|
|
|
|
| |  |                                                           |  |                                                            |  |                                                |  |                                            |     |                                                                                 |  | 
|
|
|
|
| |  |                                                           |  | By: VC Omaha Real
Estate Holdings,
L.L.C., its sole
member
|
|
|
|
| |  |                                                           |  |                                                            |  |                                                |  |                                            |     |                                                                                 |  | 
|
|
|
|
| |  |                                                           |  |                                                            |  | By: VC Omaha
Holdings, L.L.C.,
its sole member
|
|
|
|
| |  |                                                           |  |                                                            |  |                                                |  |                                            |     |                                                                                 |  | 
|
|
|
|
| |  |                                                           |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
| |  |                                                           |  |                                                            |  |                                                |  |                                            |     |                                                                                 |  | 
|
|
|
|
|
|
|
|
| |  |                                                           |  |                                                            |  |                                                |  |                                            | By: | /s/ Joseph Macnow                                                              
|
|
|
|
| |  |                                                           |  |                                                            |  |                                                |  |                                            |     | Name: Joseph Macnow
Title: Executive Vice President Finance 
and Administration





---



##### 



| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
| |  | ---------------------------------------------------------- |  | ---------------------------------------------- |  | ------------------------------------------ |  | --- |  | ----------------- |  | ---------------------------------------------------
| |  | VC FREEZER FREMONT L.L.C.                                 
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President Finance and Administration
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | VC FREEZER GARDEN CITY
L.L.C.                             
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President Finance and
Administration
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | VC FREEZER PHOENIX L.L.C.                                 
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice
President Finance
and Administration





---



##### 



| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
| |  | ---------------------------------------------------------- |  | ---------------------------------------------- |  | ------------------------------------------ |  | --- |  | ----------------- |  | ---------------------------------------------------
|
|
|
|
| |  | VC FREEZER SIOUX FALLS
L.L.C.                             
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President
Finance and Administration
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | VC FREEZER SPRINGDALE
L.L.C.                              
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President
Finance and Administration
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | VC FREEZER RUSSELVILLE
L.L.C.                             
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real
Estate Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President
Finance and Administration





---



##### 



| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
| |  | ---------------------------------------------------------- |  | ---------------------------------------------- |  | ------------------------------------------ |  | --- |  | ----------------- |  | ---------------------------------------------------
|
|
|
|
| |  | VC FREEZER TEXARKANA
L.L.C.                               
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President
Finance and Administration
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | CARMAR FREEZERS
RUSSELVILLE L.L.C.                        
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President
Finance and Administration
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    





---



##### 



| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
| |  | ---------------------------------------------------------- |  | ---------------------------------------------- |  | ------------------------------------------ |  | --- |  | ----------------- |  | ---------------------------------------------------
|
|
|
|
| |  | VC FREEZER FORT WORTH
L.L.C.                              
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President
Finance and Administration
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    

| |  |                       |  |                   |  |                                                    |  |  |  |  |  | 
| |  | --------------------- |  | ----------------- |  | -------------------------------------------------- |  |  |  |  |  | 
| |  | AMERICOLD CORPORATION
|
|
|
|
| |  |                       |  |                   |  |                                                    |  |  |  |  |  | 
|
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|
| |  | By:                   |  | /s/ Joseph Macnow
|
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|
| |  |                       |  | Name:             |  | Joseph Macnow                                     
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| |  |                       |  | Title:            |  | Executive Vice President
Finance andAdministration
|
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|

| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
| |  | ---------------------------------------------------------- |  | ---------------------------------------------- |  | ------------------------------------------ |  | --- |  | ----------------- |  | ---------------------------------------------------
|
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| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
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|
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| |  | VC FREEZER KENTUCKY,
L.L.C.                               
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| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
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| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
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|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
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|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
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| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
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| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
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| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
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| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
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|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
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|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President
Finance and Administration
|
|
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| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
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| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    





---



##### 



| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
| |  | ---------------------------------------------------------- |  | ---------------------------------------------- |  | ------------------------------------------ |  | --- |  | ----------------- |  | ---------------------------------------------------
| |  | VC FREEZER MASSILLON,
L.L.C.                              
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
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| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
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| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President
Finance and Administration
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
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| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | VC FREEZER STRASBURG,
L.L.C.                              
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President
Finance and Administration





---



##### 



| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
| |  | ---------------------------------------------------------- |  | ---------------------------------------------- |  | ------------------------------------------ |  | --- |  | ----------------- |  | ---------------------------------------------------
|
|
|
|
| |  | VC FREEZER BABCOCK, L.L.C.                                
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  | By: VC Omaha Real Estate
Holdings, L.L.C., its
sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  | By: VC Omaha Holdings,
L.L.C., its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  | By: Americold Corporation, its sole member
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  |                   |  |                                                    
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                                                            |  |                                                |  |                                            |  |     |  | Title:            |  | Executive Vice President
Finance and Administration

| |  |                       |  |     |  |                   |  |                                                     |  |  |  | 
| |  | --------------------- |  | --- |  | ----------------- |  | --------------------------------------------------- |  |  |  | 
| |  | Landlord III:        
|
|
|
|
| |  |                       |  |     |  |                   |  |                                                     |  |  |  | 
|
|
|
|
| |  | AMERICOLD CORPORATION
|
|
|
|
| |  |                       |  |     |  |                   |  |                                                     |  |  |  | 
|
|
|
|
| |  |                       |  | By: |  | /s/ Joseph Macnow
|
|
|
|
| |  |                       |  |     |  | Name:             |  | Joseph Macnow                                      
|
|
|
|
| |  |                       |  |     |  | Title:            |  | Executive Vice President
Finance and Administration
|
|
|
|
| |  |                       |  |     |  |                   |  |                                                     |  |  |  | 
|
|
|
|
| |  |                       |  |     |  |                   |  |                                                     |  |  |  | 

| |  |                          |  |                 |  |             |  |  |  |  |  | 
| |  | ------------------------ |  | --------------- |  | ----------- |  |  |  |  |  | 
| |  | Tenant:                 
|
|
|
|
| |  |                          |  |                 |  |             |  |  |  |  |  | 
|
|
|
|
| |  | AMERICOLD LOGISTICS, LLC
|
|
|
|
| |  |                          |  |                 |  |             |  |  |  |  |  | 
|
|
|
|
| |  | By:                      |  | /s/ J.C. Daiker
|
|
|
|
| |  |                          |  | Name:           |  | J.C. Daiker
|
|
|
|
| |  |                          |  | Title:          |  |             |  |  |  |  |  |