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<br />(A) Mortgage, Security Agreement, Fixture Filing and Assignment
<br />of Rents, dated May 8, 1991, executed by Millard Refrigerated Services -
<br />S.O., Inc., in favor of Hancock, which was filed of record in the real estate
<br />records of Douglas County, Nebraska, on May 9, 1991, in Book 3611 of
<br />Mortgages, at Page 325;
<br />(B) Supplement to Mortgage, Security Agreement, Fixture Filing
<br />and Assignment of Rents, dated May 14, 1991, which was filed of record on
<br />May 16, 1991, in the real estate records of Douglas County, Nebraska, in
<br />Misc. Records Book 963, Page 457;
<br />(C) Supplement Modifying Mortgage, Security Agreement, Fixture
<br />Filing and Assignment of Rents, dated December 1, 1995, executed by
<br />Millard Atlanta, successor in interest to Millard Refrigerated Services -S.O.,
<br />Inc., in favor of Hancock, filed of record in the real estate records of Douglas
<br />County, Nebraska, at Misc. Records Book 1164, Page 311;
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<br />(D) Supplemental Mortgage, Security Agreement, Fixture Filing
<br />and Assignment of Rents dated as of May 30, 1998, executed by Millard
<br />Atlanta to and in favor of Hancock, Sig. 1A and Mellon, filed of record in the
<br />real estate records of Douglas County, Nebraska on June 1, 1998, at Book
<br />5327, Page 457; and
<br />(E) Amended and Restated Mortgage, Security Agreement,
<br />Fixture Filing and Assignment of Rents dated as of October 23, 1998,
<br />executed by Millard Atlanta to and in favor of Hancock, Sig. 1A and Mellon,
<br />filed of record in the real estate records of Douglas County, Nebraska, on
<br />October 23, 1998, at Book 1268, Page 229;
<br />each encumbering the real property described on Exhibit "A" attached hereto (the
<br />"Mortgaged Property "), together with certain other real and personal property and other
<br />rights as described therein;
<br />WHEREAS, pursuant to that 2000 Note Purchase Agreement dated as of March
<br />15, 2000, by and among Mortgagor and Mortgagee (the "2000 Note Purchase
<br />Agreement "), Hancock and some or all of the other lenders party to the Agency
<br />Agreement have advanced funds to Mortgagor in the aggregate principal amount of
<br />$28,000,000, and Mortgagor has executed and delivered to Hancock and such lenders the
<br />following promissory notes, each maturing on April 1, 2007 (said promissory notes,
<br />together with any and all amendments, modifications, extensions and /or renewals thereof,
<br />are hereinafter collectively referred to as the "2000 Notes "):
<br />a. Promissory notes of Mortgagor to and in favor of Hancock in the aggregate
<br />original principal amount of $19,000,000,
<br />2000 MORTGAGE
<br />(Gran.; Island, Nebraska)
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