INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2017 • Americold Realty Trust • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 , by and between Americold Realty Trust, a Maryland real estate investment trust (the “Company”), and (“Indemnitee”).
Underwriting AgreementUnderwriting Agreement • March 18th, 2010 • Americold Realty Trust • Real estate investment trusts • New York
Americold Realty Trust, a Maryland real estate investment trust (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) of Common Shares, par value $0.01 per share (“Stock”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Date: November 9, 2020 To: Americold Realty TrustLetter Agreement • November 12th, 2020 • Americold Realty Trust • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
AMERICOLD REALTY TRUST (a Maryland real estate investment trust) [●] Common Shares of Beneficial Interest, $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • January 9th, 2018 • Americold Realty Trust • Real estate investment trusts • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2020 • Americold Realty Trust • Real estate investment trusts • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is dated this 7th day of January, 2020, by and between AMERICOLD LOGISTICS, LLC, a Delaware limited liability company with its principal place of business located in Atlanta, Georgia (the “Company”) and Robert Chambers (the “Executive”).
LIMITED PARTNERSHIP AGREEMENT OF AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. A DELAWARE LIMITED PARTNERSHIP November 30, 2010Limited Partnership Agreement • November 14th, 2017 • Americold Realty Trust • Real estate investment trusts • Delaware
This Agreement of Limited Partnership (this “Agreement”) is entered into as of November 30, 2010, between Americold Realty Trust, a Maryland real estate investment trust (“ART”) (the “General Partner”), and the Limited Partner set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2010 • Americold Realty Trust • Real estate investment trusts • Delaware
CREDIT AGREEMENT among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., AMERICOLD REALTY TRUST, The Several Lenders and Letter of Credit Issuers from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A.,...Credit Agreement • December 5th, 2018 • Americold Realty Trust • Real estate investment trusts • New York
CREDIT AGREEMENT (this “Agreement”), dated as of December 4, 2018, among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), AMERICOLD REALTY TRUST, a Maryland real estate investment trust (the “Company”), the several banks and other financial institutions from time to time parties to this Agreement as Lenders and Letter of Credit Issuers (each as defined in Section 1.1) and BANK OF AMERICA, N.A., as administrative agent.
AMERICOLD REALTY TRUST, INC. Shares of Common Stock ($0.01 par value per share) ATM EQUITY OFFERING SALES AGREEMENTEquity Offering Sales Agreement • November 9th, 2023 • Americold Realty Trust • Real estate investment trusts • New York
Each of Americold Realty Trust, Inc., a Maryland corporation (the “Company”), and Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership,” and together with the Company, the “Transaction Entities”), confirms its agreement with each of (i) BofA Securities, Inc., Robert W. Baird & Co. Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., Jefferies LLC, Citizens JMP Securities, LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Rabo Securities USA, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc. as sales agents, forward sellers (except in the case of Citizens JMP Securities, LLC and Rabo Securities USA, Inc.) and/or principals (in any such capacity, each, an “Agent,” and collectively, the “Agents”) and (ii) each of Bank of America, N.A., Robert W. Baird & Co. Incorpor
LOAN AGREEMENT Dated as of December 8, 2006 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 LenderLoan Agreement • December 14th, 2009 • Americold Realty Trust • New York
THIS LOAN AGREEMENT, dated as of December 8, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, New York, New York 10013 (“Lender”), and ART MORTGAGE BORROWER PROPCO 2006-3 L.P., a Delaware limited partnership (“Propco Borrower”), and ART MORTGAGE BORROWER OPCO 2006-3 L.P., 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 10 Glenlake Parkway, Suite 800, Atlanta, Georgia 30328.
LIMITED PARTNERSHIP AGREEMENT OF AMERICOLD REALTY OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP April , 2010Limited Partnership Agreement • April 6th, 2010 • Americold Realty Trust • Real estate investment trusts • Delaware
This Agreement of Limited Partnership (this “Agreement”) is entered into as of April , 2010, between Americold Realty Trust, a Maryland real estate investment trust (“ART”) (the “General Partner”), and the Limited Partner set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
AMERICOLD REALTY TRUST Time-Based OP Profits Unit AgreementOp Profits Unit Agreement • February 29th, 2024 • Americold Realty Trust • Real estate investment trusts • Georgia
This Time-Based OP Profits Unit Agreement (this “Agreement”) is made and entered into by and between Americold Realty Trust, a Maryland real estate investment trust (the “Company”), Americold Realty Operating Partnership, L.P. (the “Partnership”) and [_] (the “Participant”).
AMERICOLD REALTY TRUST (a Maryland real estate investment trust) 31,900,000 Common Shares of Beneficial Interest, $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 2020 • Americold Realty Trust • Real estate investment trusts • New York
Each of (i) Americold Realty Trust, a Maryland real estate investment trust (the “Company”) and (ii) each of Citigroup Global Markets Inc., as agent for Citibank, N.A., BofA Securities, Inc. and Goldman Sachs & Co. LLC (in their capacities as sellers of Borrowed Shares (as defined below) hereunder, the “Forward Sellers”) confirms its agreement with the Representatives (as defined below) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof) with respect to (a) the sale by the Forward Sellers (with respect to the Borrowed Underwritten Shares (as defined below))
LOAN AGREEMENT Dated as of November 27, 2006 Between ART MORTGAGE BORROWER PROPCO 2006-1A L.P. and ART MORTGAGE BORROWER OPCO 2006-1A L.P., collectively, as Borrower and UBS REAL ESTATE SECURITIES INC., as LenderLoan Agreement • December 14th, 2009 • Americold Realty Trust • New York
THIS LOAN AGREEMENT, dated as of November 27, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (“Lender”), and ART MORTGAGE BORROWER PROPCO 2006-1A L.P., a Delaware limited partnership (“Propco Borrower”), and ART MORTGAGE BORROWER OPCO 2006-1A L.P., 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 10 Glenlake Parkway, Suite 800, Atlanta, Georgia 30328.
AMERICOLD REALTY TRUST Performance-Based OP Profits Unit AgreementOp Profits Unit Agreement • February 29th, 2024 • Americold Realty Trust • Real estate investment trusts • Georgia
This Performance-Based OP Profits Unit Agreement (this “Agreement”) is made and entered into by and between Americold Realty Trust, a Maryland real estate investment trust (the “Company”), Americold Realty Operating Partnership, L.P. (the “Partnership”) and [_] (the “Participant”).
SHAREHOLDERS AGREEMENT by and among AMERICOLD REALTY TRUST and THE SHAREHOLDERS OF THE COMPANY SIGNATORIES HERETO Dated: January 18, 2018Shareholders Agreement • January 23rd, 2018 • Americold Realty Trust • Real estate investment trusts • Maryland
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated January 18, 2018, and effective as of the Effective Time, is by and among (a) Americold Realty Trust, a Maryland real estate investment trust (the “Company”), (b) the Yucaipa Shareholder (as defined below), (c) the GSCP Shareholders (as defined below), (d) Charm Progress Investment Limited (the “CM Shareholder”), (e) the Fortress Investor (as defined below) and (f) the Yucaipa Investor.
Registration Rights Agreement Dated as of December 30, 2020 By and Among Americold Realty trust, as Issuer, and the Holders named hereinRegistration Rights Agreement • March 1st, 2021 • Americold Realty Trust • Real estate investment trusts • New York
AMERICOLD REALTY TRUSTStock Option Agreement • April 6th, 2010 • Americold Realty Trust • Real estate investment trusts • Georgia
Unless otherwise defined herein, the terms defined in the Americold Realty Trust 2008 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Agreement”).
THIRD AMENDMENT TO NOTE AND GUARANTY AGREEMENTNote and Guaranty Agreement • August 6th, 2021 • Americold Realty Trust • Real estate investment trusts • New York
THIS THIRD AMENDMENT TO NOTE AND GUARANTY AGREEMENT (this “Amendment”), is made and entered into as of June 18, 2021, 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”), each of the current Subsidiary Guarantors (as defined in the Note Agreement defined below) 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.
REGISTRATION RIGHTS AGREEMENT by and among AMERICOLD REALTY TRUST and THE SHAREHOLDERS OF THE COMPANY SIGNATORIES HERETORegistration Rights Agreement • January 23rd, 2018 • Americold Realty Trust • Real estate investment trusts
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated January 18, 2018, and effective as of the Effective Time, is by and among (a) Americold Realty Trust, a Maryland real estate investment trust (“Americold”), (b) Yucaipa (as defined below), (c) the GSCP Shareholders (as defined below), (d) the Fortress Investor (as defined below) and (e) the Yucaipa Investor (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2021 • Americold Realty Trust • Real estate investment trusts • Georgia
This EMPLOYMENT AGREEMENT (this “Agreement”), is dated this ___ day of _________, 2021, by and between AMERICOLD LOGISTICS, LLC, a Delaware limited liability company with its principal place of business located in Atlanta, Georgia (the “Company”) and [·] (the “Executive”).
a Maryland real estate investment trust) 40,420,706 Common Shares of Beneficial Interest, $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2019 • Americold Realty Trust • Real estate investment trusts • New York
AMERICOLD REALTY TRUST Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 2nd, 2020 • Americold Realty Trust • Real estate investment trusts • Georgia
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into by and between Americold Realty Trust, a Maryland real estate investment trust (the “Company”), and [•] (the “Participant”).
AMERICOLD REALTY TRUST Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 15th, 2018 • Americold Realty Trust • Real estate investment trusts • Georgia
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into by and between Americold Realty Trust, a Maryland real estate investment trust (the “Company”), and [l] (the “Participant”).
GUARANTEE AND COLLATERAL AGREEMENT dated as of January 23, 2018, among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., THE SUBSIDIARIES OF AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentGuarantee and Collateral Agreement • January 23rd, 2018 • Americold Realty Trust • Real estate investment trusts • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of January 23, 2018 (this “Agreement”), among Americold Realty Operating Partnership, L.P., the Subsidiary Loan Parties from time to time party hereto and Bank of America, N.A. as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).
AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. AMERICOLD REALTY TRUST 4.68% Series A Guaranteed Senior Notes due January 8, 2026 4.86% Series B Guaranteed Senior Notes due January 8, 2029 NOTE AND GUARANTY AGREEMENT Dated as of December 4, 2018Subsidiary Guaranty Agreement • December 5th, 2018 • 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:
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, 2020Subsidiary 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:
REGISTRATION RIGHTS AGREEMENT by and among AMERICOLD REALTY TRUST and YUCAIPA CORPORATE INITIATIVES FUND I, LP YUCAIPA AMERICAN ALLIANCE FUND I, LP YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND I, LP YUCAIPA AMERICAN ALLIANCE FUND II, L.P., and YUCAIPA...Registration Rights Agreement • April 6th, 2010 • Americold Realty Trust • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of , 2010, by and among Americold Realty Trust, a Maryland real estate investment trust (the “Company”), and Yucaipa Corporate Initiatives Fund I, LP (“YCI”), Yucaipa American Alliance Fund I, LP, a Delaware limited partnership (“YAAF I”), Yucaipa American Alliance (Parallel) Fund I, LP, a Delaware limited partnership (“YAAF I-P”), Yucaipa American Alliance Fund II, L.P., a Delaware limited partnership (“YAAF II”), and Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware limited partnership (“YAAF II-P” and together with YAAF II, YAAF I-P, YAAF I and YCI, the “Investors”).
AMERICOLD REALTY TRUST Performance OP Profits Unit AgreementPerformance Op Profits Unit Agreement • May 7th, 2021 • Americold Realty Trust • Real estate investment trusts • Georgia
This Performance-Based OP Profits Unit Agreement (this “Agreement”) is made and entered into by and between Americold Realty Trust, a Maryland real estate investment trust (the “Company”), Americold Realty Operating Partnership, L.P. (the “Partnership”) and [__] (the “Participant”).
FIRST AMENDMENT TO NOTE AND GUARANTY AGREEMENTNote and Guaranty Agreement • August 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 June 18, 2021, 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”), each of the current Subsidiary Guarantors (as defined in the Note Agreement defined below) 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 LOAN AGREEMENTLoan Agreement • December 14th, 2009 • Americold Realty Trust • New York
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 388 Greenwich Street, New York, New York 10013 (“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 10 Glenlake Parkway, Suite 800, Atlanta, Georgia 30328.
NON-SOLICITATION AND NON-DISCLOSURE AGREEMENTEmployment And • April 26th, 2010 • Americold Realty Trust • Real estate investment trusts
This EMPLOYMENT AND NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) is between AmeriCold Logistics, LLC (the “Company”), and Neal J. Rider (“Employee”). Employee is employed as President and Chief Operating Officer (COO) by the Company and in consideration of the mutual promises made herein, the parties agree as follows:
FIRST AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • May 15th, 2018 • Americold Realty Trust • Real estate investment trusts
This FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT, dated March 8, 2018 (this “Amendment”), is by and among (a) Americold Realty Trust, a Maryland real estate investment trust (the “Company”), (b) YF ART Holdings, L.P. (the “Yucaipa Party”), (c) GS Capital Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P., GSCP VI Offshore IceCap Investment, L.P., GSCP VI GmbH IceCap Investment, L.P. and IceCap2 Holdings, L.P. (the “GSCP Parties”), (d) CF Cold LP (the “Fortress Investor”) and (e) YF ART Holdings Aggregator, LLC (the “Yucaipa Investor”), and amends that certain Shareholders Agreement, dated January 18, 2018 (the “Shareholders Agreement”), by and among (i) the Company, (ii) the Yucaipa Party, (iii) the GSCP Parties, (iv) Charm Progress Investment Limited, (v) the Fortress Investor, and (vi) the Yucaipa Investor.
WAIVER AND RELEASEWaiver and Release • July 7th, 2022 • Americold Realty Trust • Real estate investment trusts • Georgia
This Waiver and Release (this “Release”) is executed by James “Jay” A. Harron (the “Executive”) pursuant to Section 7(e) of the Employment Agreement, by and between Americold Logistics, LLC (the “Company”) and the Executive (the “Employment Agreement”) and in consideration for the payments and benefits in Section 7(b) of the Employment Agreement. Capitalized terms used but not defined in this Release have the meanings given to them in the Employment Agreement.
AMERICOLD REALTY TRUSTAmericold Realty Trust • April 6th, 2010 • Americold Realty Trust • Real estate investment trusts • Georgia
Unless otherwise defined herein, the terms defined in the Americold Realty Trust 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Agreement”).
