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201401103
<br /> "Existing Lenders"),and Beneficiary,as administrative agent for the Lenders,previously entered into
<br /> that certain Credit Agreement dated as of December 27, 2012, as amended by that certain First
<br /> Amendment to Credit Agreement dated as of April 24,2013,and as further amended by that certain
<br /> Second Amendment to Credit Agreement dated as of June 28,2013(as further amended from time to
<br /> time prior to the date hereof, the "Existing Credit Agreement"), pursuant to which the Existing
<br /> Lenders made certain loans to the Borrower (the "Existing Loans") and Borrower executed and
<br /> delivered to the Existing Lenders certain promissory note or notes,evidencing Borrower's obligation
<br /> to repay the Existing Loans (the"Existin�Notes").
<br /> B. As collateral for the Existing Loans,Trustor executed and delivered to First American
<br /> Title Insurance Company,as trustee,in favor of Beneficiary,among other mortgages,deeds to secure
<br /> debt,deeds of trust and other security documents,that certain Leasehold Deed of Trust,Assigmment
<br /> of Leases and Rents and Fixture Filing dated December 27, 2012 and recorded in the real estate
<br /> records of Hall County,Nebraska on January 4,2013,as instrument no.201300074(together with all
<br /> amendments and modifications prior to the date hereof,the "Deed of Trust").
<br /> C. Borrower,the Lenders and Beneficiary have entered into that certain Amended and
<br /> Restated Credit Agreement dated as of the date hereof(as may be amended,restated, amended and
<br /> restated,supplemented,consolidated,replaced,renewed,extended or otherwise modified from time
<br /> to time, the "Credit Agreement"), pursuant to which the Beneficiary and the Lenders agreed to
<br /> amend and restate the Existing Credit Agreement. Pursuant to the Credit Agreement,the Beneficiary
<br /> and/or the Lenders have agreed to loan certain funds to Borrower (collectively, the "Loan") and
<br /> Borrower has executed and delivered to the Lenders certain promissory note or notes, evidencing
<br /> Borrower's obligation to repay the Loan(collectively,the"Note").
<br /> D. Trustor and Beneficiary wish to modify the Deed of Trust to reflect the amendment
<br /> and restatement of the Existing Credit Agreement by the execution and delivery of the Credit
<br /> Agreement.
<br /> NOW,THEREFORE,THIS AGREEMENT WITNESSETH,that in consideration of the sum
<br /> of Ten and No/100 Dollars ($10.00), the foregoing recitals, and other good and valuable
<br /> consideration, the receipt and sufficiency of which are hereby acknowledged, Trustor and
<br /> Beneficiary do hereby agree as follows effective as of the date hereo£
<br /> 1. Amendment.
<br /> a. Recital (A) of the Deed of Trust is hereby deleted in its entirety and the
<br /> following provision is substituted in lieu thereof:
<br /> "A. Existing Credit Agreement. Trustor and RMH Franchise Holdings, Inc., a
<br /> Delaware corporation(individually and collectively,the"Borrower"), as borrower,
<br /> the lenders that are a party thereto from time to time (the "Existing Lenders"), and
<br /> Beneficiary, as administrative agent for the ratable benefit of the Lenders (the
<br /> "Administrative Agent"),previously entered into that certain Credit Agreement dated
<br /> as of December 27, 2012, as amended by that certain First Amendment to Credit
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