0001193125-21-002567 Sample Contracts

AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. AMERICOLD REALTY TRUST 1.62% Series D Guaranteed Senior Notes due January 7, 2031 1.65% Series E Guaranteed Senior Notes due January 7, 2033 NOTE AND GUARANTY AGREEMENT Dated as of December 30, 2020
Note and Guaranty Agreement • January 6th, 2021 • Americold Realty Trust • Real estate investment trusts • New York

AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Issuer”), and AMERICOLD REALTY TRUST, a Maryland real estate investment trust (the “Parent Guarantor,” and together with the Issuer, the “Constituent Companies” and individually, a “Constituent Company”), jointly and severally, agree with each of the Purchasers as follows:

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SECOND AMENDMENT TO NOTE AND GUARANTY AGREEMENT
Note and Guaranty Agreement • January 6th, 2021 • Americold Realty Trust • Real estate investment trusts • New York

THIS SECOND AMENDMENT TO NOTE AND GUARANTY AGREEMENT (this “Amendment”), is made and entered into as of December 30, 2020, by and among Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Issuer”), Americold Realty Trust, a Maryland real estate investment trust (the “Parent Guarantor” and, together with the Issuer, the “Constituent Companies”), and the holders of Notes (as defined in the Note Agreement defined below) (together with their successors and assigns, the “Noteholders”) that are signatories hereto.

FIRST AMENDMENT TO NOTE AND GUARANTY AGREEMENT
Note and Guaranty Agreement • January 6th, 2021 • Americold Realty Trust • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO NOTE AND GUARANTY AGREEMENT (this “Amendment”), is made and entered into as of December 30, 2020, by and among Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Issuer”), Americold Realty Trust, a Maryland real estate investment trust (the “Parent Guarantor” and, together with the Issuer, the “Constituent Companies”), and the holders of Notes (as defined in the Note Agreement defined below) (together with their successors and assigns, the “Noteholders”) that are signatories hereto.

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