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200206622
<br />THIS DEED OF TRUST WITH UNIFORM COMMERCIAL CODE SECURITY
<br />AGREEMENT AND WITH ASSIGNMENT OF LEASES, RENTS AND PROFITS
<br />( "Instrument "), made as of the 20th day of June, 2002, by and among HOCH, INC., d/b /a H &H
<br />Distributing, a Nebraska corporation having an address at 4221 Juergen Road, Grand Island,
<br />Nebraska 68803, as party of the first part ( "Grantor "), TICOR TITLE INSURANCE
<br />COMPANY, having an address at 113 West 2 "a Street, Grand Island, Nebraska 68801, as party
<br />of the second part ( "Trustee "), and SUNTRUST BANK, a Georgia banking corporation having
<br />an address at 303 Peachtree Street, Atlanta, Georgia 30308, as party of the third part
<br />( "Beneficiary ");
<br />WITNESSETH THAT
<br />WHEREAS, H &H Carrier Corporation, a Nebraska corporation ( "Carrier'), and Grantor
<br />(Carrier and Grantor, collectively, the "Compan y "), as joint and several borrowers, and
<br />Beneficiary, as lender, are parties to a certain Credit Agreement, dated as of even date herewith
<br />(as amended, modified, restated, extended or renewed from time to time, the "Credit
<br />Agreement "), pursuant to which (a) subject to the terms and conditions set forth therein,
<br />Beneficiary has agreed to make a certain term loan to Company in the principal amount of Seven
<br />Million Five Hundred Thousand Dollars ($7,500,000) (the "Term Loan"), evidenced by a certain
<br />Term Note, dated as of even date herewith, in like principal amount, made by Company in favor
<br />of Beneficiary, having a final maturity date of June 20, 2009 (as amended, modified, extended,
<br />or renewed and together with all substitutions and replacements therefor, the "Term Note "), and
<br />(b) Beneficiary has established a revolving credit facility ( "Revolving Credit Facility ") for
<br />Company, pursuant to which, subject to the terms and conditions of the Credit Agreement,
<br />Beneficiary has agreed to make revolving loans (collectively, "Revolving Credit Loans ") to
<br />Company, in an aggregate principal amount not in excess of One Million Dollars ($1,000,000) at
<br />any time outstanding, evidenced by a certain Revolving Credit Note, dated as of even date
<br />herewith, in like principal amount, made by Company in favor of Beneficiary, having a final
<br />maturity date of June 20, 2005 (as amended, modified, extended or renewed and together with all
<br />substitutions and replacements therefor, the "Revolving Credit Note "; the Term Note and the
<br />Revolving Credit Note each, individually, a "Note" and, collectively, the "Notes "); and
<br />WHEREAS, it is a condition to Beneficiary's willingness to make such financial
<br />accommodations available to Company that Grantor secure Company's obligations to
<br />Beneficiary by executing and delivering this Instrument in favor of Trustee and Beneficiary;
<br />NOW THEREFORE, for and in consideration of the premises, the sum of Ten and
<br />No /100 Dollars ($10.00), the mutual agreements contained herein and other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the
<br />indebtedness hereinafter described, the parties hereto, intending to be legally bound hereby,
<br />agree as follows:
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