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200100112
<br />LEASEHOLD DEED OF TRUST,
<br />ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING
<br />THIS LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND
<br />FIXTURE FILING (herein called this "Deed of Trust") dated as of January // , 1999, is executed by
<br />HEARTLAND AUTOMOTIVE SERVICES, INC., a Minnesota corporation, as the trustor (herein, together with its
<br />successors and assigns, called "Trustor "), with a mailing address at 11308 Davenport Street, the Atrium Building,
<br />Omaha, Nebraska 68154 -5649, to Lawyers Title Insurance Company, with a mailing address at 608 ,4orth Pearl,
<br />Suite 700, Dallas, Texas 75201, `as the trustee (herein, together with its successors and assigns, called "Trustee"),
<br />for the benefit of ATHERTON CAPITAL INCORPORATED, a Delaware corporation, as the beneficiary (herein,
<br />together with its successors and assigns, called "Beneficiary "), with a mailing address at 1001 Bayhill Drive, Suite
<br />155, San Bruno, California 94066.
<br />RECITALS:
<br />A. Loan Agreement. Reference is hereby made to that certain Loan Agreement dated
<br />December 7, 1998, as amended concurrently herewith (collectively, the "Loan Agreement ") by and between
<br />Trustor, as borrower, and Beneficiary, as lender. Pursuant to the Loan Agreement, Beneficiary has agreed to loan
<br />certain funds to Trustor (the "Loan ") and Trustor has executed and delivered to Beneficiary those certain Notes
<br />evidencing Trustor's obligation to repay the Loan (collectively, the "Note ").
<br />B. Secured Obligations. The obligations secured by this Deed of Trust (the "Obligations ")
<br />are comprised at any time of the following:
<br />(i) the full and punctual payment by Trustor when due of (a) all principal of and
<br />interest on the Loan and the Note, which principal amount as of the date hereof is One Million Seven
<br />Hundred Thousand and No /100 Dollars ($1,700,000.00); and (b) all other amounts payable by Trustor
<br />pursuant to the Loan Agreement, the Note or any other Loan Document;
<br />(ii) the full and punctual payment when due of all amounts payable by Trustor
<br />under this Deed of Trust, including, without limitation, indemnification obligations and advances made
<br />pursuant to the Loan Documents;
<br />(iii) the performance and observance by Trustor of each other term, covenant,
<br />agreement, requirement, condition and other provision to be performed or observed by Trustor under any
<br />Loan Document;
<br />(iv) the performance and observance by Trustor of each other term, covenant,
<br />agreement, requirement, condition and other provision to be performed or observed by Trustor under all
<br />amendments, supplements, consolidations, replacements, renewals, extensions or other modifications of the
<br />foregoing, in each case whether now existing or hereafter arising; and
<br />(v) the payment of all sums, with interest thereon, secured by a Leasehold Deed of
<br />Trust, Assignment of Leases and Rents and Fixture Filing made by Trustor for the benefit of Beneficiary,
<br />encumbering leasehold property located 1806 East Riverside Drive, Austin, Texas 78741 and a Mortgage,
<br />Assignment of Leases and Rents and Fixture Filing made by Trustor for the benefit of Beneficiary,
<br />encumbering fee property located 6925 Market Street, Golden Valley, Minnesota 55426, together with
<br />such other agreements, documents and instruments, renewals, modifications, consolidations and extensions
<br />thereof (the "Concurrent Loan Transaction Documents ").
<br />111/150348.02.00 2
<br />010499/1956/35239.00196
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