Exhibit 10.38 SECURITY AGREEMENT, dated as of June 6, 2001, made by AMERICOLD LOGISTICS, LLC, a Delaware limited liability company (the "Company"), THE SUBSIDIARIES OF THE COMPANY LISTED ON SCHEDULE I HERETO (the "Subsidiaries", and together with the...Security Agreement • March 25th, 2003 • Vornado Operating Co • Real estate investment trusts • Georgia
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRANSPORTAL NETWORK, LLC, A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • August 7th, 2000 • Vornado Operating Co • Real estate investment trusts • Delaware
FORM OFLimited Partnership Agreement • January 23rd, 1998 • Vornado Operating Inc • Real estate investment trusts • Delaware
FIRST ALLONGE AND AMENDMENT TO PROMISSORY NOTEPromissory Note • March 25th, 2003 • Vornado Operating Co • Real estate investment trusts
RECITALSSecurities Purchase Agreement • November 4th, 2004 • Vornado Operating Co • Real estate investment trusts • New York
1 Exhibit 10.16 EMPLOYMENT AGREEMENT AGREEMENT, dated as of May 19, 2000, by and between Vornado Operating Company, a Delaware corporation, with its principal offices at Park 80 West, Plaza II, Saddle Brook, New Jersey 07663 (the "Company") and...Employment Agreement • August 7th, 2000 • Vornado Operating Co • Real estate investment trusts • New York
WITNESSETH:Assignment Agreement • January 15th, 1999 • Vornado Operating Co • Real estate investment trusts • New York
1 EXHIBIT 10.2 CREDIT AGREEMENTCredit Agreement • January 23rd, 1998 • Vornado Operating Inc • Real estate investment trusts
December 31, 1998 ------------------------------------------ (amounts in thousands) Proforma Historical Adjustments Proforma ---------- ----------- -------- Revenues $567,867 $ 44,458 (3) $612,325 Expenses: Cost of services .............. 411,874...Partnership Agreement • May 26th, 1999 • Vornado Operating Co • Real estate investment trusts
Exhibit 10.44 THIRD AMENDMENT TO MASTER LEASE AGREEMENT, effective as of the 2 day of March, 2004 (this "AMENDMENT"), between Americold Realty Trust, a Maryland real estate investment trust ("LANDLORD"), and Americold Logistics, LLC, a Delaware...Master Lease Agreement • March 3rd, 2004 • Vornado Operating Co • Real estate investment trusts
Exhibit 10.2 CREDIT AGREEMENTCredit Agreement • April 1st, 1999 • Vornado Operating Co • Real estate investment trusts • New York
ARTICLE 1 PURCHASE AND SALE OF MEMBERSHIP INTERESTSPurchase Agreement • March 25th, 2003 • Vornado Operating Co • Real estate investment trusts • Delaware
OFLimited Partnership Agreement • April 1st, 1999 • Vornado Operating Co • Real estate investment trusts • Delaware
PUT AGREEMENTPut Agreement • January 15th, 1999 • Vornado Operating Co • Real estate investment trusts • New York
EXHIBIT 1Stockholder Protection Rights Agreement • June 5th, 2002 • Vornado Operating Co • Real estate investment trusts • Delaware
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"),...Unconditional Guaranty • March 25th, 2003 • Vornado Operating Co • Real estate investment trusts • Texas
WITNESSETH:Intercompany Agreement • April 1st, 1999 • Vornado Operating Co • Real estate investment trusts • New York
1 Exhibit 2.3 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of the 9th day of March, 1999, by and between AMERICOLD LOGISTICS, LLC, a Delaware limited liability company ("Purchaser"), and VC OMAHA HOLDINGS,...Asset Purchase Agreement • March 31st, 1999 • Vornado Operating Co • Real estate investment trusts • Delaware
ARTICLE 1 PURCHASE AND SALE OF PURCHASED ASSETSAsset Purchase Agreement • March 31st, 1999 • Vornado Operating Co • Real estate investment trusts • Delaware
Exhibit 10.41 PURCHASE AND ASSIGNMENT AGREEMENT (Accounts Receivable) THIS PURCHASE AND ASSIGNMENT AGREEMENT ("Agreement") is made as of the 31st day of December, 2002, by and between VORNADO CRESCENT CARTHAGE AND KC QUARRY L.L.C., a Delaware limited...Purchase and Assignment Agreement • March 25th, 2003 • Vornado Operating Co • Real estate investment trusts • Delaware
ARTICLE 1 PURCHASE AND SALE OF PURCHASED ASSETSAsset Purchase Agreement • March 31st, 1999 • Vornado Operating Co • Real estate investment trusts • Delaware
WITNESSETH:Security Agreement • November 14th, 2002 • Vornado Operating Co • Real estate investment trusts
Exhibit 10.33 SECURED PROMISSORY NOTESecured Promissory Note • November 14th, 2002 • Vornado Operating Co • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned, AMERICOLD LOGISTICS, LLC, a Delaware limited liability company (hereinafter referred to as "Borrower"), hereby promises to pay to the order of VORNADO OPERATING L.P., a Delaware limited partnership (hereinafter referred to as "Noteholder," which term shall mean the holder at any particular time of this Note) the principal sum of SIX MILLION and NO/100ths DOLLARS ($6,000,000.00), together with interest as hereinafter provided.
PROMISSORY NOTE $5,100,000.00 June 6, 2001 Atlanta, Georgia FOR VALUE RECEIVED, the undersigned, AMERICOLD LOGISTICS, LLC, a Delaware limited liability company (hereinafter referred to as "Borrower"), hereby promises to pay to the order of VORNADO...Promissory Note • March 25th, 2003 • Vornado Operating Co • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned, AMERICOLD LOGISTICS, LLC, a Delaware limited liability company (hereinafter referred to as "Borrower"), hereby promises to pay to the order of VORNADO OPERATING L.P. (hereinafter referred to as "Noteholder," which term shall mean the holder at any particular time of this Note), the principal sum of FIVE MILLION ONE HUNDRED THOUSAND and NO/100ths DOLLARS ($5,100,000.00), together with interest as hereinafter provided.
Exhibit 10.9 MASTER LEASE AGREEMENT Dated as of February 28, 1999Master Lease Agreement • May 26th, 1999 • Vornado Operating Co • Real estate investment trusts
2 3 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to, and agrees with, VOI that:Share Purchase Option Agreement • February 13th, 1998 • Vornado Operating Inc • Real estate investment trusts • New York
Exhibit 10.4 ASSIGNMENT AND ASSUMPTION OF MASTER LEASE THIS ASSIGNMENT AND ASSUMPTION OF MASTER LEASE ("Assignment") is made and entered into as of this 11th day of March, 1999, by and between URS Logistics, Inc., a Delaware corporation ("Assignor")...Assignment and Assumption of Master Lease • May 26th, 1999 • Vornado Operating Co • Real estate investment trusts • Delaware
Exhibit 10.43 First Amendment to Severed, Amended and Restated Master Lease Agreement No. 2, effective as of the 2 day of March, 2004 (this "AMENDMENT"), between Americold Realty Trust, a Maryland real estate investment trust, as landlord...Severed, Amended and Restated Master Lease Agreement • March 3rd, 2004 • Vornado Operating Co • Real estate investment trusts
PURCHASE AND ASSIGNMENT AGREEMENT (Accounts Receivable)Purchase and Assignment Agreement • May 12th, 2003 • Vornado Operating Co • Real estate investment trusts • New York
THIS PURCHASE AND ASSIGNMENT AGREEMENT (“Agreement”) is made as of the 28th day of March, 2003, by and between VORNADO CRESCENT CARTHAGE AND KC QUARRY L.L.C., a Delaware limited liability company (“Purchaser”), and AMERICOLD LOGISTICS, LLC, a Delaware limited liability company (“Seller”).
March 11, 1999 COPI Cold Storage L.L.C., 777 Main Street, Fort Worth, TX 76102. Re: Formation of Partnership for Cold Storage Operations Dear Sirs: A. Contemporaneously herewith, 1. Americold Corporation, an Oregon corporation ("Americold"), as seller...Formation of Partnership for Cold Storage Operations • March 31st, 1999 • Vornado Operating Co • Real estate investment trusts • Delaware
By: Crescent Real Estate Equities, Ltd., its general partnerLease Restructure Agreement • March 25th, 2003 • Vornado Operating Co • Real estate investment trusts
Crescent Real Estate Equities and Vornado Realty Trust (the "Landlord") acknowledge there will be a need to restructure the existing leases between Landlord and AmeriCold Logistics LLC (the "Tenant"). As a first step towards a larger lease restructure, the Landlord will extend the maturity of the current rent deferral period from December 31, 2003 to December 31, 2004.
VORNADO CRESCENT LOGISTICS OPERATING PARTNERSHIP PARTNER CONSENTPartner Consent • November 14th, 2002 • Vornado Operating Co • Real estate investment trusts
Each of Vornado Operating and Crescent Operating hereby acknowledge and agree that it is in the best interests of the Partnership to cause AmeriCold Logistics, LLC, a Delaware limited liability company, and a wholly-owned subsidiary of the Partnership (the "Company"), to enter into the Security Agreement (the "Agreement") and execute the Secured Promissory Note (the "Note"), each dated as of March 11, 2002, with Vornado Operating, in the forms attached hereto. In addition, each of the undersigned hereby authorizes any individual holding the office of Vice-President, or any more senior office, of either the Company or Vornado Operating to execute the Agreement and Note on behalf of the Company, and any other instrument or agreement necessary or appropriate to implement the same (including a UCC financing statement), and hereby ratifies any action taken by any such individual in furtherance of the foregoing.
W I T N E S E T H:Consolidation of Master Lease Agreements • May 2nd, 2002 • Vornado Operating Co • Real estate investment trusts
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”);
