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200110903
<br />THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
<br />SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (as the
<br />same may from time to time be extended, spread, split, consolidated, modified, restated and
<br />renewed, this "Deed of Trust ") is made as of August 7, 2001 by COUNTRY GENERAL,
<br />INC., a Delaware corporation, having its principal office at 455 E. Ellis Road, Muskegon,
<br />Michigan 49443 ( "Grantor "), to FIRST AMERICAN TITLE INSURANCE COMPANY,
<br />having its principal office at 13924 Gold Circle, Omaha, Nebraska 68144 ( "Trustee ") for the
<br />benefit of FLEET NATIONAL BANK (' Fleet "), a national banking association, having an
<br />address at One Federal Street, Bost6n, Massachusetts 02110, in its capacity as administrative
<br />agent under the Credit Agreement (as hereinafter defined) (Fleet in said capacity and any
<br />successor agent appointed in accordance with the Credit Agreement, "Agent "), for the Lenders
<br />(as hereinafter defined) ("Beneficiary").
<br />WITNESSETH:
<br />WHEREAS, QUALITY STORES, INC., a Delaware corporation ( "Borrower "),
<br />has entered into that certain Second Amended and Restated Credit Agreement, dated as of May
<br />7, 1999, as amended by that certain Amendment No. 1 to the Second Amended and Restated
<br />Credit Agreement, dated March 31, 2000, as further amended by that certain Amendment No. 2
<br />and Waiver to the Second Amended and Restated Credit Agreement, dated September 22, 2000,
<br />and as further amended by that certain Amendment No. 3 and Waiver to the Second Amended
<br />and Restated Credit Agreement, dated September 27, 2000 (said credit agreement, as so amended
<br />and as it may be, amended, modified or supplemented from time to time, being the "Credit
<br />Agreement "), with the lenders listed on Exhibit C attached hereto and made a part hereof (said
<br />lenders and any lenders that may hereafter become parties to the Credit Agreement, being
<br />collectively the "Lenders" and individually a "Lender ") and Agent; and
<br />WHEREAS, pursuant to the Credit Agreement and subject to the terms and
<br />conditions therein set forth, the Lenders have made and have agreed to make Advances (as
<br />defined in the Credit Agreement) and to issue certain Letters of Credit (as each such term is
<br />defined in the Credit Agreement) from time to time until the Termination Date (as defined in the
<br />Credit Agreement) in the aggregate principal amount not to exceed at any time Three Hundred
<br />Twenty Million Dollars ($320,000,000), excluding advances made to protect the lien of this
<br />Deed of Trust; and
<br />WHEREAS, to evidence and secure such indebtedness, Borrower has executed
<br />and delivered certain of the Loan Documents (as defined in the Credit Agreement); and
<br />WHEREAS, Grantor is a subsidiary of Borrower; and
<br />WHEREAS, Grantor has guarantied Borrower's obligations under the Loan
<br />Documents (as defined in the Credit Agreement) pursuant to that certain Amended and Restated
<br />Subsidiary Guaranty, dated May 7, 1999.
<br />WHEREAS, it has been agreed that Grantor will further secure such indebtedness
<br />HALL COUNTY, NEBRASKA
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