Preview | Commitment Letter |

Michael T. Sweeney
Managing Director
Goldner Hawn Johnson & Morrison Incorporated
3700 Wells Fargo Center
90 South 11th Street
Minneapolis, MN 55402-4123

Bank of America, N.A. (Bank of America) is pleased to offer to be the sole and exclusive administrative agent (in such capacity, the Administrative Agent) for a secured term facility for Shopko Stores, Inc. (Shopko), to be payable on an equal and ratable basis with $100,000,000 of existing bonds of Shopko, totaling up to $700,000,000 (the Facility). The borrowers under the Facility (collectively, the Borrower) will be either Shopko or TBD special purpose entities wholly-owned, directly or indirectly, by Shopko. Bank of America is pleased to offer its commitment to underwrite the full Facility amount, subject to the terms of this Commitment Letter, and the attached Summary of Terms and Conditions (the Summary of Terms). Banc of America Securities LLC (BAS) is pleased to advise you of its willingness, in connection with the commitment issued by Bank of America, to act as sole and exclusive lead arranger and sole and exclusive book manager (in such capacities, the Lead Arranger) for the Facility. Bank of America will act as sole and exclusive Administrative Agent for the Facility and no additional agents, co-agents or arrangers will be appointed and no other titles will be awarded without our prior written approval.

The commitment of Bank of America hereunder and the undertaking of BAS to provide the services described herein are subject to the satisfaction of each of the following conditions precedent in a manner acceptable to Bank of America and BAS: (a) the accuracy and completeness in all material respects of all representations that you and your affiliates make to Bank of America and BAS and your compliance with the terms of this Commitment Letter (including the Summary of Terms); (b) prior to and during any syndication of the Facility there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Borrower or any of its subsidiaries without the prior written consent of Bank of America and BAS, other than the ABL Facility and/or the CMBS Facility (as each is defined in the Summary of Terms); and (c) the negotiation, execution and delivery of definitive documentation for the Facility consistent with the Summary of Terms and otherwise satisfactory to Bank of America and BAS.

You agree to actively assist BAS in achieving a syndication of the Facility that is satisfactory to it. Such assistance shall include (a) your providing and causing your advisors to provide Bank of America and BAS and the other Lenders upon request with all information reasonably deemed

necessary by Bank of America and BAS to complete syndication; (b) your assistance in the preparation of an Offering Memorandum to be used in connection with the syndication of the Facility; (c) your using commercially reasonable efforts to ensure that the syndication efforts of BAS benefit materially from your existing banking relationships; and (d) otherwise using commercially reasonable efforts to assist Bank of America and BAS in their syndication efforts, including by making your senior management and advisors available from time to time to attend and make presentations regarding the business and prospects of the Borrower and its subsidiaries, as appropriate, at one or more meetings of prospective Lenders.

It is understood and agreed that BAS will manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood that no Lender participating in the Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein and in the Summary of Terms. It is also understood and agreed that the amount and distribution of the fees among the Lenders will be at the sole discretion of Bank of America and BAS.

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Re:		Up to $700,000,000 Secured Term Facility
		Commitment Letter