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<br /> m Ni 00 z EXECUTION VERSION
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<br /> After recording, return to:
<br /> Marlon M. Lofgren
<br /> Koley Jessen P.C., L.L.O.
<br /> 1125 South 103fd Street, Suite 800
<br /> Omaha, NE 68124
<br /> NEGATIVE PLEDGE AGREEMENT
<br /> THIS NEGATIVE PLEDGE AGREEMENT (this "Agreement") is made and entered into
<br /> as of March 1, 2013, by STAAB PH UNITS, L.L.C., a Nebraska limited liability company
<br /> ("SPU"),to and in favor of FIRST NATIONAL BANK OF OMAHA, a national banking association
<br /> ("Lender").
<br /> RECITALS:
<br /> A. Lender has agreed to extend credit to SPU, KWS, INC., a Nebraska corporation
<br /> ("KWS"), BLACK HILLS PIZZA HUT, INC., a South Dakota corporation, HIGH PLAINS PIZZA
<br /> HUT, INC., a Nebraska corporation, KR STAAB HOLDINGS, INC., a Nebraska corporation,
<br /> PLATTE COUNTY PIZZA HUT, INC., a Nebraska corporation, STAAB PH RESTAURANT
<br /> OPERATIONS, INC., a Nebraska corporation, GIPH RESTAURANTS, L.L.C., a Nebraska
<br /> limited liability company, STAAB REAL ESTATE, L.L.C., a Nebraska limited liability company,
<br /> P H NORTH, INC., a Minnesota corporation, and PH SOUTH MINNESOTA, INC., a Minnesota
<br /> corporation (collectively, `Borrowers"), pursuant to the terms and conditions contained in the
<br /> Loan Agreement, dated of even date herewith, by and among Borrowers, KWS as Borrower
<br /> Representative, and Lender (as may be amended, restated or otherwise modified from time to
<br /> time, the "Loan Agreement"); and
<br /> B. To induce Lender to extend credit to Borrowers, SPU has agreed to refrain from
<br /> creating or allowing to be created any liens or encumbrances on or against the property owned
<br /> by SPU located at 1608 South Locust Street, Grand Island, Nebraska 68801 and legally
<br /> described on Exhibit A attached hereto (the "Property").
<br /> NOW, THEREFORE, in consideration of the above premises and other good and
<br /> valuable consideration, the receipt and sufficiency of which is hereby acknowledged, SPU
<br /> agrees as follows:
<br /> 1. Defined Terms. All capitalized terms contained herein which are not otherwise
<br /> defined herein shall have the meaning ascribed to them in the Loan Agreement.
<br /> 4822-7438-4915.3
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