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<br />200706035
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<br />Deed of Trust, Security Agreement and Fixture Filing
<br />(Nebraska)
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<br />This Trust Deed, made this 16th day of July, 2007, between Big B, Inc., a Nebraska corporation; Little B's Corp., a
<br />Nebraska corporation; T & E Cattle Company, a Nebraska corporation; and Thomas S. Baxter, also known as Tom Baxter
<br />and Thomas Baxter and Elizabeth L. Baxter, also known as Elizabeth Lea Baxter, husband and wife, whose address is
<br />4444 West 13th Street, Grand Island, Nebraska, 68803 Trustor, and Bruce I. Smith, Attorney at Law, whose address is P.
<br />O. Box 790, Grand Island, NE 68802, Trustee,
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<br />Witnesseth: That Whereas, Trustor has executed one certain Deed of Trust Note bearing even date herewith and drawn to
<br />the order of Metropolitan Life Insurance Company, hereinafter called Beneficiary, with an address of 8717 W. 1 10th St.,
<br />Suite 700, Overland Park, KS 66210, for the principal sum of---SIX MILLION THREE HUNDRED THOUSAND---
<br />Dollars ($6,300,000.00), payable in lawful money of the United States which shall be legal tender in payment of all debts
<br />and dues, public and private, at the time ofpaYlIlent, payable in installments, the final installment due November 15, 2024,
<br />with interest thereon from the date of disbursement as therein provided.
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<br />And Whereas, Trustor is desirous of securing the prompt payment of said Deed of Trust Note and all interest and charges
<br />thereon, in whose hands soever the same may be.
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<br />Now, therefore, Trustor, in consideration of the premises, and for the purpose aforesaid, hath granted, bargained, sold, and
<br />conveyed, and hereby does grant, bargain, sell and convey unto the Trustee, in trust, with power of sale, pursuant to the
<br />Nebraska Trust Deeds Act (Section 76-1001 et. seq.), all the following described real estate, premises and property, situate
<br />in the Counties of Hall, Garfield and Loup and State of Nebraska, to wit:
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<br />See Attached Exhibit "A".
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<br />Together with all and singular tenements, hereditaments, privileges and appurtenances, now or hereafter located upon or
<br />belonging to or in anywise appertaining to the above described property, or any part thereof, including any right of
<br />homestead and every contingent right or estate therein.
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<br />Trustor further grants, pledges and assigns to Beneficiary as security for the above loan all of Trustor's right, title and
<br />interest in and to all permits to conduct livestock operations, and related agreements, including but not limited to: (a) all
<br />permits and licenses issued by the State of Nebraska Department of Environmental Quality allowing Trustor to conduct
<br />livestock operations on the real estate described herein, including permits for tlle livestock waste control facility; (b) all
<br />agreements, licenses, consents and amendments and modifications thereto, evidencing the right of Trustor to spread
<br />livestock waste; and (c) all interests of Trustor in the real estate used for the purpOSl,; of spreading livestock waste, whether
<br />evidenced by fee o\vnership, easement, lease, license or some other fornl of agreement (collectively, the "Assigned Permits
<br />and Agreements"). The Assigned Permits and Agreements and the real estate subject thereto are described on Exhibit "B"
<br />attached hereto. Provided, nothing contained in such Assigned Permits and Agreements shall obligate Trustee or
<br />Beneficiary to perform any underlying of Trustor therein until such time as Beneficiary elects and then Beneficiary shall
<br />only be obligated to perform any undertakings of Trustor which occur during the time Beneficiary actually owns the
<br />property subject to such Assihmed Permits and Agreements.
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<br />The Note secured hereby expressly provides that the holder thereof may at its option change or adjust the interest rates set
<br />forth therein. The Note secured hereby further expressly provides for a revolving line of credit which convertible to a term
<br />loan.
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