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<br />200512483
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<br />LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
<br />LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE FILING
<br />
<br />THIS LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT,
<br />ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE
<br />FILING ("Deed of Trust") is made as of _ ~ ~~_, 2005, by NRG MEDIA,
<br />LLC, a Delaware limited liability company, as trustor ("Trustor") with its principal office at
<br />2875 Mt. Vernon Road, S.E., Cedar Rapids, Iowa 52403 in favor of STEWART TITLE
<br />GUARANTY COMPANY, as trustee (together with its successor and assigns, "Trustee"),
<br />having an office at 1980 Post Oak Boulevard, Houston, Texas 77056, Attn: Legal Department,
<br />for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation,
<br />with an oflice at 2325 Lakeview Parkway, Suite 700, Alpharetta, Georgia 30004, in its capacity
<br />as agent on behalf of itself as lender and for the Lenders as hcreinafter defined (together with any
<br />successors or assigns in such capacity, thc "Agent" or "Beneficiary").
<br />
<br />1.
<br />RECITALS
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<br />WHEREAS, Trustor is the owner and holder of a leasehold estate created by that
<br />certain Lease of Business Property, dated October 29, 2004 by and between Bluestem Properties,
<br />LLC (the "Lessor") and Trustor as tenant (the "Lease Agreement"), a memorandum of which
<br />will be recorded in the office of the Hall County, Nebraska Recorder contemporaneously
<br />herewith with respect to certain rcal estate located in the County of Hall and State of Nebraska
<br />(the "State"), and more fully described in Exhibit A attached hereto (the "Premises"), which
<br />Premises forms a portion of the Property as hereinafter defined:
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<br />~
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<br />WHEREAS, on the date hereof, Trustor entered into that certain Credit
<br />Agreement by and among each of the financial institutions named therein (the "Lenders"), the
<br />Agent, and certain affiliates of Trustor as "Credit Parties" (as the same may be amended,
<br />restated, modified or otherwise supplemented and in effect from time to time, hereinafter the
<br />"Credit Agreement"), under which the Lenders agreed to make available to Trustor and the other
<br />Credit Parties ccrtain loans and other financial accommodations which loans and financial
<br />accommodations are in the form of:
<br />
<br />(i)
<br />aggregate principal
<br />($10,000,000.00);
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<br />a revolving credit loan to Trustor, and certain afliliates of Trustor, in the
<br />amount of TEN MILLION DOLLARS AND 00/1 00 Dollars
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<br />(ii) a delayed-draw term loan to Trustor, and certain affiliates of Trustor, in
<br />the agb'Tegate principal amount of THIRTY MILLION DOLLARS AND 00/1 00 Dollars
<br />($30,000,000.00);
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<br />WHEREAS, the obligations of the Lenders with respect to the above-referenced
<br />letters of credit are fully reserved against and oflSet the commitment of the Lenders to provide
<br />the above-referenced revolving credit loan; and
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