Exhibit 10.35
VORNADO CRESCENT LOGISTICS OPERATING PARTNERSHIP
PARTNER CONSENT
Please refer to that certain letter agreement, dated March 11, 1999, by
and between Vornado Operating L.P., a Delaware limited partnership ("Vornado
Operating") and COPI Cold Storage L.L.C., a Delaware limited liability company
("Crescent Operating"), as amended, pursuant to which Vornado Crescent Logistics
Operating Partnership (the "Partnership") was formed.
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.
Dated: November 5, 2002
VORNADO OPERATING L.P.
By: Vornado Operating Company, its
general partner
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Chief Financial Officer
COPI COLD STORAGE L.L.C.
By: Crescent Operating, Inc., its
sole member
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
