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200303272
<br />ASSIGNMENT OF
<br />ASSIGNMENT OF FACILITY LEASE
<br />AND OF WAREHOUSE AGREEMENT
<br />This ASSIGNMENT OF ASSIGNMENT OF FACILITY LEASE AND OF
<br />WAREHOUSE AGREEMENT (this "Assignment") is made as of the 6`h day of March, 2003, by
<br />AG CAPITAL COMPANY, a Delaware corporation ( "AGCAPCO "), whose mailing address is
<br />P.O. Box 2271, Fargo, North Dakota 58108 -2271 in favor of METROPOLITAN LIFE
<br />INSURANCE COMPANY ( "MetLife "), whose mailing address is 8717 West 110" Street —
<br />Suite 700, Overland Park, Kansas 66210 -2101 and agreed to by ACL COMPANY, LLC, a
<br />Minnesota limited liability company (`ACL ").
<br />RECITALS
<br />FIRST: ACL COMPANY, LLC, a Minnesota limited liability company (`ACL ") whose
<br />mailing address is P.O. Box 2271, Fargo, North Dakota 58108 -2271, as borrower,
<br />and AGCAPCO, as lender, are parties to that certain Lease Funding Agreement,
<br />Line No. 20130 (the "Lease Funding Agreement") subject to the terms and
<br />conditions of which AGCAPCO agreed to fund a lease line of credit in a total
<br />principal amount not to exceed $25,750,000.00. Advances made by AGCAPCO
<br />under the Lease Funding Agreement, together with accrued interest, are evidenced
<br />by, among other things, that certain Note 420132 dated February 1, 1996 and
<br />amended by that certain Amended and Restated Note #20132 dated as of March
<br />6, 2003 (collectively, the "Note ").
<br />SECOND: ACL, as lessor, and Americold Corporation, an Oregon corporation with its
<br />executive offices at Suite 135, 7007 S.W. Cardinal Lane, Portland, Oregon 97224
<br />( "Americold'), as lessee, are parties to a certain Facility Lease, dated as of
<br />February 1, 1996, with respect to which a Memorandum of Facility Lease was
<br />recorded on February 16, 1996, in the Register of Deeds Office, County of Hall,
<br />Nebraska, as Document No. 96- 101143, (the "Facility Lease "), pursuant to which
<br />ACL subleases to Americold the real estate described on Exhibit A attached
<br />hereto and by reference made a part hereof and leases to Americold the building,
<br />improvements and equipment located thereon.
<br />THIRD: For the purpose of securing payment of all indebtedness and performance of all of
<br />Americold's obligations under the Facility Lease, Americold, among other things,
<br />pursuant to a certain Assignment of Warehouse Agreement dated as of February
<br />1, 1996 (the "Americold Assignment of Warehouse Agreement"), assigned to
<br />ACL all of Americold's right, title and interest under (i) that certain Warehouse
<br />Agreement (Grand Island, Nebraska) dated June 21, 1995, between Americold
<br />and Ore -Ida Foods, Inc., a Delaware corporation, (ii) applicable provisions of that
<br />certain Agreement for Services dated January 22, 1993, to the extent that they
<br />relate to the Premises as that term is defined in the Facility Lease, (iii) the Ore -Ida
<br />Lease as that term is defined in the Americold Assignment of Warehouse
<br />Agreement, and (iv) the Cash Collateral as that term is defined in the Americold
<br />Assignment of Warehouse Agreement (all of the items described in the foregoing
<br />(i), (ii, (iii) and (iv) shall be referred to herein as the "Warehouse Agreement").
<br />9343257.05 1
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