Exhibit 10.42
FIRST AMENDMENT TO PURCHASE AND ASSIGNMENT AGREEMENT
(Accounts Receivable)
FIRST AMENDMENT TO PURCHASE AND ASSIGNMENT AGREEMENT ("Amendment") dated
as of the 31st day of December, 2002, 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").
W I T N E S S E T H:
WHEREAS, Purchaser and Seller entered into that certain Purchase and
Assignment Agreement, dated as of the date hereof ("Original Agreement");
WHEREAS, Section 7.2 of the Original Agreement provides that the Original
Agreement may be changed or modified in a writing signed by each of Purchaser
and Seller; and
WHEREAS, each of Purchaser and Seller desire to modify the Original
Agreement to better express their agreement and intentions.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Section 3 is hereby amended by adding the following to the end thereof:
"At Purchaser's request, Seller shall immediately deliver to
Purchaser physical possession of any and all documents and agreements
related to the Accounts Receivable. Further, Purchaser may, at any time,
notify one or more Obligors that it has purchased to the Accounts
Receivable related to such Obligor, in which event Seller shall be
relieved of any further obligation to collect such Accounts Receivable on
behalf of Purchaser pursuant to this Section 3.1."
2. Section 7.6 is hereby amended ab initio and restated in its entirety to
read as follows:
"Section 7.6. Governing Law and Submission to Jurisdiction. This Agreement
shall be governed by and construed under the laws of the State of New York
without giving effect to otherwise applicable principles of conflicts of laws."
3. Except as amended by paragraphs 1 and 2 above, the Original Agreement
is unmodified and in full force and effect. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York. Capitalized
terms used but not defined in this Amendment shall have the meanings specified
in the Original Agreement.
[Signatures are on following page]
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as
of the date first above written.
PURCHASER:
VORNADO CRESCENT CARTHAGE AND
KC QUARRY L.L.C.
By: Vornado Carthage and KC Quarries TRS Inc.,
its managing member
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
------------------------------------
Title: Executive Vice President-Finance
and Administration
------------------------------------
SELLER:
AMERICOLD LOGISTICS, LLC
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxx
------------------------------------------
Title: Executive Vice President-Finance
and Administration
-----------------------------------------
