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<br />200605277
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<br />SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
<br />
<br />THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
<br />AGREEMENT (this "Agreement") is made as of the 31!!day of ~, 2006 by and
<br />between BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corloration, having its
<br />principal place of business at 200 Park Avenue, New York, New York 10166, its successors
<br />and/or assigns ("Barclays"), and CITIGROUP GLOBAL MARKETS REALTY CORP., a
<br />New York corporation, having its place of business at 388 Greenwich Street, 11th Floor, New
<br />York, NY 10013, its successors and/or assigns ("Citigroup"; Barclays and Citigroup,
<br />individually and collectively, as the context may require, "Lender") and SHOPKO STORES
<br />OPERATING CO., LLC, having an address at 700 Pilgrim Way, Green Bay, Wisconsin 54304
<br />("Tenant").
<br />
<br />RECITALS:
<br />
<br />A. Lender has advanced a loan to SPIRIT SPE PORTFOLIO 2006-1, LLC,
<br />a Delaware limited liability company, and SPIRIT SPE PORTFOLIO 2006-2, LLC, a
<br />Delaware limited liability company (collectively, the "Borrower") and certain affiliates of
<br />Borrower in the principal sum of FIVE HUNDRED FORTY FIVE MILLION SIX
<br />HUNDRED FIFTY FIVE THOUSAND TEN AND 001100 DOLLARS ($545,655,010.00)
<br />(the "Loan") advanced pursuant to that certain Loan Agreement of even date herewith between
<br />Borrower, certain affiliates of Borrower and Lender (together with all extensions, renewals,
<br />modifications, substitutions and amendments thereof, the "Loan Agreement").
<br />
<br />B. The Loan is secured by, among other things, the Security Instruments (as
<br />defined in the Loan Agreement) which grants Lender a first lien on the Properties (as defined in
<br />the Loan Agreement) encumbered thereby (including, among others, that certain parcel or
<br />parcels of real property legally described on Exhibit A attached hereto) and is further evidenced
<br />by the Note (as defined in the Loan Agreement).
<br />
<br />C. Borrower has entered into a certain Lease Agreement dated as of the date
<br />hereof (the "Lease") with Tenant, which Lease relates to certain Properties.
<br />
<br />D. Tenant has agreed to confirm the subordination of the Lease to the
<br />Security Instruments and to the liens thereof on the terms and conditions hereinafter set forth.
<br />
<br />AGREEMENT:
<br />
<br />For good and valuable consideration, Tenant and Lender agree as follows:
<br />
<br />1. Subordination. The Lease is and shall at all times continue to be subject
<br />and subordinate in all respects to the terms, covenants and provisions of the Security Instrument
<br />and to the liens thereof, including without limitation, all renewals, increases, modifications,
<br />spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby
<br />and advances made thereunder with the same force and effect as if the Security Instrument had
<br />been executed, delivered and recorded prior to the execution and delivery of the Lease.
<br />
<br />2
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<br />(ShopKo - Grand Island, NE (#38))
<br />PHILl 680988-1
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