Partner Consent Regarding Security Agreement and Secured Promissory Note for AmeriCold Logistics, LLC
Summary
Vornado Operating L.P. and COPI Cold Storage L.L.C. agree to authorize AmeriCold Logistics, LLC, a subsidiary of their partnership, to enter into a Security Agreement and Secured Promissory Note with Vornado Operating. The consent allows designated officers to sign these documents and any related agreements on behalf of the company. This action is intended to support the best interests of the partnership and ratifies any related actions already taken. The agreement is dated November 5, 2002.
EX-10.35 5 y65498aexv10w35.txt CONSENT 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/ Joseph Macnow --------------------- Name: Joseph Macnow Title: Chief Financial Officer COPI COLD STORAGE L.L.C. By: Crescent Operating, Inc., its sole member By: /s/ Jeffrey L. Stevens ----------------------- Name: Jeffrey L. Stevens Title: President and Chief Executive Officer
