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<br />Hall County, Nebraska
<br />83---f)G067%
<br />MORTGAGE
<br />OPEN-END
<br />(To Secure Present and Future Obligations and Advances)
<br />THIS MORTGAGE, made as of the date of execution hereof between PESTER
<br />MARKETING COMPANY ("Mortgagor"), of the County of Polk, State of Iowa and
<br />BANKERS TRUST COMPANY, CONTINENTAL ILLINOIS NATIONAL BANK APiD TRUST COMPANY OF
<br />CRICAGO, FIRST NATIONAL BANK OF DENVER (the "Banks") and BANKERS TRUST COMPANY,
<br />as Agent (the "Agent").
<br />WITNESSETH THAT, in consideration of the sum of up to FIVE MILLION
<br />DOLLARS ($5,000,000) to be loaned by the Banks to Mortgagor as evidenced by the
<br />Promissory Notes hereinafter described and in consideration of such additional
<br />loans or advances as may be made by the Banks to Mortgagor, and all other
<br />future obligations of Mortgagor to the Banks whether absolute or contingent,
<br />Mortgagor does by these presents jointly and severally sell, convey and
<br />mortgage unto the Banks the property legally described in ER1iIBIT A attached
<br />hereto and by this reference made a part hereof, together with all buildings,
<br />improvements, and appurtenances thereon or in any way pertaining thereto,
<br />including without limitation and so far as they now are or may hereafter belong
<br />to or be used with said real estate or buildings thereon and whether attached
<br />or detached, all elevators, all gas, steam, electric or other heating, air con-
<br />ditioning, lighting, plumbing, ventilating, sprinkling, irrigating, water and
<br />power systems, appliances, fixtures, storm and screen windows and doors, and
<br />all other fixtures (as to any such personal property, or fixtures, or both, a
<br />Security Interest is hereby granted by Mortgagor, as provided by the Uniform
<br />Commercial Code of Nebraska), and the rents, issues and profits thereof (the
<br />"Mortgaged Premises").
<br />This Mortgage is made and executed pursuant to that certain Secured
<br />Loan Agreement executed by and among the Banks and Mortgagor, Pester
<br />Corporation, Pester Wholesale Company, Petroleum Special, Inc. of Iowa, and P D
<br />Company of Iowa, dated December 18, 1981, as amended January 31, 1982, and all
<br />amendments thereto and all Related Documents described in the Secured Loan
<br />Agreement and all amendments thereto (collectively the "Loan Agreement").
<br />Mortgagor represents and warrants that: Mortgagor is lawfully seized
<br />of the Mortgaged Premises in fee simple and has good and lawful authority to
<br />sell, convey and mortgage the same; that the Mortgaged Premises are, except for
<br />Permitted Liens described in the Loan Agreement {"Permitted Liens"), free from
<br />a21 liens, charges, encumbrances, easements and restrictions whatsoever not
<br />herein specifically mentioned; that the Banks, their successors and assigns
<br />shall quietly enjoy and possess the Mortgaged Premises; and that Mortgagor will
<br />warrant and defend the title to the same unto the Banks, their successors and
<br />assigns, against the lawful claim of all persons whomsoever.
<br />PROVIDED, ALWAYS, and this Mortgage is made on the express condition
<br />that if Mortgagor and Mortgagor's successors or assigns, shall pay or cause Co
<br />be paid to the Agent, its successors or assigns up to the sum of FIVE MILLION
<br />DOLLARS ($5,000,000) on or before the first day of October, 1988, with interest
<br />according to the tenor and effect of the Promissory Notes of Mortgagor, payable
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