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<br />2000 MORTGAGE, SECURITY AGREEMENT,
<br />FIXTURE FILING AND ASSIGNMENT OF RENTS
<br />(Grand Island, Nebraska)
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<br />This 2000 Mortgage, Security Agreement, Fixture Filing and Assignment of Rents
<br />(the "Mortgage ") is made as of the 21*4 day of April, 2000, by MILLARD
<br />REFRIGERATED SERVICES, INC., a Georgia corporation (formerly known as Millard s
<br />Refrigerated Services - Atlanta II, Inc.) ( "Mortgagor"), with an address for purposes of this
<br />Mortgage at 4715 South 132nd St., Omaha, Nebraska 68137; to and in favor of (a) JOHN
<br />HANCOCK LIFE INSURANCE COMPANY, a Massachusetts corporation (formerly known
<br />as John Hancock Mutual Life Insurance Company), in its own rapacity ( "Hancock "), and
<br />(b) JOHN HANCOCK LIFE INSURANCE COMPANY, a Massachusetts corporation
<br />(formerly known as John Hancock Mutual Life Insurance Company), as agent for the
<br />lenders named or to be named in that Agency Agreement dated as of March 15, 2000 (the
<br />"Agency Agreement ") under the terms of said Agency Agreement (in such capacity,
<br />"Hancock as Agent "). Hancock, Hancock as Agent and the lenders named or to be
<br />named in the Agency Agreement are hereinafter collectively referred to as the
<br />"Mortgagee," and each of the entities comprising the Mortgagee, for purposes of this
<br />Mortgage, shall have a principal place of business located at 200 Clarendon Street,
<br />Boston, Massachusetts 02117, Attention: Bond and Corporate Finance Group T -57.
<br />WHEREAS, Mortgagor is the successor by merger to Millard Refrigerated Services -
<br />Atlanta, Inc., a Georgia corporation ( "Millard Atlanta ") and Millard Refrigerated Services,
<br />Inc., a Nebraska corporation ( "Millard Services "); and
<br />WHEREAS, Hancock, together with Signature 1A (Cayman), Ltd. ( "Sig. 1A') and
<br />Mellon Bank, N.A., as trustee for the Bell Atlantic Master Trust (in such capacity, "Mellon ")
<br />have at various times advanced funds to Mortgagor, Millard Services and Millard Atlanta,
<br />which advances are evidenced by certain promissory notes and are secured by certain
<br />mortgages, deeds of trust and other security instruments affecting certain other real and
<br />personal property of the Grantor located in several states, all of which are more particularly
<br />described in that Second Addendum to Note Purchase and Loan Agreement dated as of
<br />October 26, 1998, by and among Grantor, Millard Services, Millard Atlanta, Hancock, Sig.
<br />1A and Mellon (the "Second Addendum ") which advances, whether to one or all of the
<br />borrowers named in the Second Addendum, have benefited the Mortgagor;
<br />WHEREAS, the obligations of Mortgagor (and Millard Services and Millard Atlanta,
<br />predecessors -in- interest to Mortgagor) incurred pursuant to or otherwise referred to in the
<br />Second Addendum (collectively, the "Existing Obligations ") are secured, without
<br />limitation, by the following instruments (collectively, the "Existing Mortgages "):
<br />WHEN RECORDED RETURN TO: BAIRD HOLM LLP (TPS), 1500 WOODMEN TOWER, OMAHA NE 68102
<br />
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