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<br />200901437
<br />
<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 b ~kf' ~, 200~, by NRG MEDIA, LLC,
<br />a Delaware limited liability company, as trustor ("Trustor") with its principal office at 2875 Mt.
<br />Vernon Road, S.E., Cedar Rapids, Iowa 52403 in favor of CHICAGO TITLE INSURANCE
<br />COMP ANY, as trustee (together with its successor and assigns, "Trustee"), having an office at
<br />106 West 11 tl1 Street, Kansas City, Missouri 64105, Attn: Burton M. Shepard, for the benefit of
<br />GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, with an office at
<br />2325 Lakeview Parkway, Suite 700, Alpharetta, Georgia 30004, in its capacity as agent on behalf
<br />of itself as lender and for the Lenders as hereinafter defined (together with any successors or
<br />assigns in such capacity, the "Agent" or "Beneficiarv").
<br />
<br />I.
<br />RECITALS
<br />
<br />WHEREAS, Trustor is the owner and holder of a leasehold estate created by that
<br />certain Lease of Business Property, dated October 14, 2008, by and between Bluestem
<br />Properties, LLC (the "Lessor") and Trustor, as tenant (the "Lease Agreement"), a memorandum
<br />of which will be recorded in the office of the Hall County, Nebraska Recorder
<br />contemporaneously herewith with respect to certain real estate located in the County of Hall and
<br />State of Nebraska (the "State"), and more fully described in Exhibit A attached hereto (the
<br />"Premises"), which Premises forms a portion of the Property as hereinafter defined:
<br />
<br />WHEREAS, on October 31, 2005, 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 amended by that certain Consent,
<br />Waiver and First Amendment to Credit Af,'Teement dated March 20, 2007, that certain Second
<br />Amendment to Credit Agreement dated as of December 28, 2007, that certain Consent and Third
<br />Amendment to Credit Agreement dated as of February 29, 2008, that certain Limited Waiver,
<br />Consent and Fourth Amendment to Credit Agreement dated as of March 31, 2008 and that
<br />certain Consent and Amendment to Consent to Credit Agreement dated May 16, 2008 (as the
<br />same may be amended, restated, modified or otherwise supplemented and in effect from time to
<br />time, hereinafter the "Credit A~'Teement"), under which the Lenders agreed to make available to
<br />Trustor certain and the other Credit Parties loans and other financial accommodations which
<br />loans and financial accommodations are in the form of:
<br />
<br />(i) a revolving credit loan to Trustor, and certain affiliates of Trustor, in the
<br />aggregate principal amount of FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00);
<br />
<br />(ii) a delayed-draw term loan to Trustor, and certain affiliates of Trustor, in
<br />the aggregate principal amount of THIRTY-FIVE MILLION AND 00/100 DOLLARS
<br />($35,000,000.00);
<br />
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