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<br />200600022
<br />THIS DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT OF
<br />LEASES AND RENTS is made as of this a& day of December, 2005, by SHOPKO
<br />PROPERTIES, LLC, a Minnesota limited liability company (successor by conversion of
<br />ShopKo Properties, Inc., a Minnesota corporation), having an address at 700 Pilgrim Way, Green
<br />Bay, Wisconsin 54304, as grantor ( "Borrower ") to FIRST AMERICAN TITLE
<br />INSURANCE COMPANY, having an address at 1055 N. 115`h Street, Omaha, Nebraska
<br />68154, as trustee ( "Trustee ") for the benefit of WACHOVIA BANK, NATIONAL
<br />ASSOCIATION, as Administrative Agent, as beneficiary (in such capacity, "Administrative
<br />Agent "). References to this "Security Instrument" shall mean this instrument and any and all
<br />renewals, modifications, amendments, supplements, extensions, consolidations, substitutions,
<br />spreaders and replacements of this instrument. All capitalized terms not defined herein shall
<br />have the respective meanings set forth in the Credit Agreement (defined below).
<br />RECITALS:
<br />WHEREAS, this Security Instrument is given to Administrative Agent to secure
<br />certain extensions of credit (the "Loan ") advanced pursuant to that certain Credit Agreement,
<br />dated as of the date hereof, among SKO Acquisition Corp., ShopKo Stores, Inc., Pamida, Inc.,
<br />the other entities named therein as Borrowers (including Borrower), the Lenders from time to
<br />time parties thereto and Administrative Agent, among others (as the same may be amended,
<br />restated, replaced, supplemented or otherwise modified from time to time, the "Credit
<br />Agreement ");
<br />WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed
<br />to make extensions of credit to the Borrowers upon the terms and subject to the conditions set
<br />forth therein, including, without limitation, the granting of a first priority Lien on the Property
<br />(as hereinafter defined);
<br />WHEREAS, Borrower desires to secure the payment of the Obligations and the
<br />performance of all of its obligations under the Note, the Credit Agreement and the other Loan
<br />Documents;
<br />NOW, THEREFORE, for good and valuable consideration, receipt of which is
<br />hereby acknowledged, this Security Instrument is given pursuant to the Credit Agreement, and
<br />payment, fulfillment and performance by Borrower of its obligations thereunder and under the
<br />other Loan Documents are secured hereby.
<br />Article 1 - GRANTS OF SECURITY
<br />Section 1.1 PROPERTY MORTGAGED. Borrower does hereby irrevocably mortgage,
<br />bargain, sell, pledge, assign, warrant, transfer, convey and grant a security interest to Trustee, its
<br />successors and assigns, for the benefit of Administrative Agent and its successors and assigns
<br />(for the benefit of the Secured Parties) the following property, rights, interests and estates now
<br />owned, or hereafter acquired by Borrower (collectively, the "Property "):
<br />[NO FURTHER TEXT ON THIS PAGE]
<br />-- NEWY1:7961220.v 1
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