FIRST AMENDMENT TO LOAN AGREEMENT

Exhibit 10.9

FIRST AMENDMENT TO LOAN AGREEMENT

Dated as of February 28, 2007

Between

ART MORTGAGE BORROWER PROPCO 2006-3 L.P.

and

ART MORTGAGE BORROWER OPCO 2006-3 L.P.,

collectively, as Borrower

and

CITIGROUP GLOBAL MARKETS REALTY CORP.,

as Lender

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of February 28, 2007 (the “Effective Date”), by and between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Lender”), and ART MORTGAGE BORROWER PROPCO 2006-3 L.P., a Delaware limited partnership (“Propco Borrower”), and ART MORTGAGE BORROWER OPCO 2006-3 LP., a Delaware limited partnership (“Opco Borrower”, and together with Propco Borrower, individually or collectively, as the context may require, “Borrower”), each having an address at 00 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.

WITNESSETH:

WHEREAS, Lender and Borrower entered into a certain Loan Agreement (the “Loan Agreement”) dated as of December 8, 2006, pursuant to the terms of which, among other things, Lender agreed to make a loan (the “Loan”) to Borrower in the original stated principal amount of $325,000,000.00, which Loan is evidenced by that certain Promissory Note dated of even date with the Loan Agreement made by Borrower in favor of Lender (the “Original Note”);

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

WHEREAS, Lender and Borrower desire to split the Original Note into four notes designated as Promissory Note A-1, in the original stated principal amount of $180,000,000; Promissory Note A-2, in the original stated principal amount of $50,000,000; Promissory Note A-3, in the original stated principal amount of $50,000,000; and Promissory Note A-4, in the original stated principal amount of $45,000,000, and in furtherance thereof are entering into this Amendment as of the date hereof;

WHEREAS, Promissory Note X-0, Xxxxxxxxxx Xxxx X-0, Xxxxxxxxxx Note A-3 and Promissory Note A-4 together shall evidence the original $325,000,000 principal balance of the Loan and shall replace the Original Note;

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

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

I. DEFINITIONS

Section 1.1. Loan Agreement Definitions.  The following definition set forth in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the meanings set forth below:

“Note” shall mean, collectively, (a) Note A-1; (b) Note A-2; (c) Note A-3 and (d) Note A-4 and, if applicable, the Defeased Note and the Undefeased Note, in each case as the same may be amended, restated, replaced, supplemented, increased, extended, consolidated or otherwise modified from time to time.

Section 1.2. Loan Agreement Definitions.  The following definitions are herby added to Section 1.1 of the Loan Agreement:

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

“Note A-2” shall mean, that certain Promissory Note A-2 of even date herewith in the original principal amount of Fifty Million and No/100 Dollars ($50,000,000.00), made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-3” shall mean, that certain Promissory Note A-3 of even date herewith in the original principal amount of Fifty Million and No/100 Dollars ($50,000,000.00), made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-4” shall mean, that certain Promissory Note A-4 of even date herewith in the original principal amount of Forty Five Million and No/100 Dollars ($45,000,000.00), made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

II.            REAFFIRMATION OF GUARANTIES

Section 2.1. In connection with this Amendment, Guarantor hereby:

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

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

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

III.           MISCELLANEOUS

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

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

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

Section 3.4. This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document.  All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.

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

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

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

	LENDER:
	CITIGROUP GLOBAL MARKETS REALTY CORP.,
	a New York corporation
	By:	/s/ Xxxx Xxxxxxxx
	Name:		Xxxx Xxxxxxxx
	Title:		Authorized Signatory

[SIGNATURES CONTINUED ON THE NEXT PAGE]

	BORROWER:
	ART MORTGAGE BORROWER PROPCO 2006-3
		L.P.,
		a Delaware limited partnership
		By:	ART Mortgage Borrower Propco GP 2006-3 LLC,
			a Delaware limited liability company, its general
			partner
		By:	XXX Xxxxx Mezzanine Borrower Propco 2006-3
			L.P., a Delaware limited partnership, its sole equity
			member
		By:	XXX Xxxxx Mezzanine Borrower Propco GP 2006-3
			LLC, a Delaware limited liability company, its
			general partner
			By:	Americold Realty Trust, a Maryland real estate
				investment trust, its sole equity member
			By:	/s/ Xxxx Xxxxx
				Name:	Xxxx Xxxxx
				Title:	President

	ART MORTGAGE BORROWER OPCO 2006-3 L.P.,
		a Delaware limited partnership
		By:	ART Mortgage Borrower Opco GP 2006-3 LLC, a
			Delaware limited liability company, its general
			partner
		By:	XXX Xxxxx Mezzanine Borrower Opco 2006-3 L.P.,
			a Delaware limited partnership, its sole equity
			member
		By:	XXX Xxxxx Mezzanine Borrower Opco GP 2006-3
			LLC, a Delaware limited liability company, its
			general partner
			By:	Americold Logistics, LLC, a Delaware limited
				liability company, its sole equity member
			By:	/s/ Xxxx Xxxxx
				Name:	Xxxx Xxxxx
				Title:	President

	GUARANTOR:
	AMERICOLD REALTY TRUST,
		a Maryland real estate investment trust
	By:		/s/ Xxxx Xxxxx
			Name:		Xxxx Xxxxx
			Title:		President