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200604018
<br />THIS DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT OF
<br />LEASES AND RENTS (this "Security Instrument") is made as of this a day of January,
<br />2006, by SHOPKO PROPERTIES SPE REAL ESTATE, LLC, a Delaware limited liability
<br />company having an address at 700 Pilgrim Way, Green Bay, Wisconsin 54304, as grantor
<br />("Borrower") to FIRST AMERICAN TITLE INSURANCE COMPANY, having an address
<br />at 1055 N. 115t1i Street, Omaha, Nebraska 68154, as trustee ( "Trustee ") for the benefit of
<br />BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, having its principal
<br />place of business at 200 Park Avenue, New York, New York 10166, as beneficiary ( "Lender ").
<br />References to this "Security Instrument" shall mean this instrument and any and all renewals,
<br />modifications, amendments, supplements, extensions, consolidations, substitutions, spreaders
<br />and replacements of this instrument. All capitalized terms not defined herein shall have the
<br />respective meanings set forth in the Loan Agreement (defined below).
<br />RECITALS:
<br />WHEREAS, this Security Instrument is given to Lender, to secure a loan (the "Loan ") in
<br />the principal sum of SEVEN HUNDRED MILLION AND 00 /100 DOLLARS
<br />($700,000,000.00) made pursuant to that certain Loan Agreement, dated as of the date hereof,
<br />between Borrower, certain Affiliates of Borrower and the Lender (as the same may be amended,
<br />restated, replaced, supplemented or otherwise modified from time to time, the "Loan
<br />Agreement ");
<br />WHEREAS, pursuant to the Loan Agreement, the Lender has agreed to make the Loan to
<br />the Borrower and certain Affiliates of Borrower 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 (as
<br />hereinafter defined);
<br />WHEREAS, Borrower desires to secure the payment of the Debt and the performance of
<br />all of its obligations under the Note, the Loan Agreement and the other Loan Documents;
<br />NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
<br />acknowledged; this Security Instrument is given pursuant to the Loan Agreement, and payment,
<br />fulfillment, and performance by Borrower of its obligations thereunder and under the other Loan
<br />Documents are secured hereby.
<br />Article 1 - GRANTS OF SECURITY
<br />Section 1.1, PROPERTY MORTGAGED. Borrower does hereby irrevocably mortgage,
<br />grant, bargain, sell, pledge, assign, warrant, transfer, convey and grant a security interest to
<br />Trustee, its successors and assigns, for the benefit of Lender and its successors and assigns the
<br />following property, rights, interests and estates now owned, or hereafter acquired by Borrower
<br />(collectively, the "Property "):
<br />(a) Land. The real property described in Exhibit A attached hereto and made a part
<br />hereof (the "Land ");
<br />(b) Additional Land. All additional lands, estates and development rights hereafter
<br />acquired by Borrower for use in connection with the Land and the development of the Land
<br />[TPW: NYLEGAL:423132.1 ] 20528 -00020 01/26/2006 10:14 AM
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