EXHIBIT 10
Execution
AMENDMENT NO. 7 TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 7 TO LOAN AND
SECURITY AGREEMENT, dated as of May __, 2009, by and among
Spartan Stores, Inc., a Michigan corporation ("Parent"), Spartan
Stores Distribution, LLC, a Michigan limited liability company
("Stores Distribution"), Market Development Corporation, a Michigan
corporation ("MDC"), Spartan Stores Associates, LLC, a Michigan
limited liability company ("Associates"), Family Fare, LLC, a
Michigan limited liability company ("Family Fare"), MSFC, LLC, a
Michigan limited liability company ("MSFC"), Seaway Food Town,
Inc., a Michigan corporation ("Seaway"), The Pharm of Michigan,
Inc. ("Pharm"), a Michigan corporation, Valley Farm Distributing
Co., an Ohio corporation ("Valley Farm"), Gruber's Real Estate,
LLC, a Michigan limited liability company ("Gruber RE"), Prevo's
Family Markets, Inc., a Michigan corporation ("Prevo"), Spartan
Properties Management, Inc. (formerly know as Buckeye Real Estate
Management Co.), an Ohio corporation ("SPM"), Spartan Stores Fuel,
LLC, a Michigan limited liability company (together with Lead
Borrower, Stores Distribution, United, MDC, Associates, Family
Fare, MSFC, Seaway, Pharm, Valley Farm, Gruber RE, Prevo and SPM,
each individually a "Borrower" and collectively, "Borrowers"),
Spartan Stores Holding, Inc., a Michigan corporation ("Holding"),
SI Insurance Agency, Inc., a Michigan corporation ("SI", together
with Holding, each individually a "Guarantor" and collectively,
"Guarantors"), the parties to the Loan Agreement (as hereinafter
defined) from time to time as lenders (each individually, a
"Lender" and collectively, "Lenders") and Wachovia Capital Finance
Corporation (Central), formerly known as Congress Financial
Corporation (Central), an Illinois corporation, in its capacity as
agent for Lenders (in such capacity, "Agent").
W I
T N E S S E T
H :
WHEREAS, Borrowers and
Guarantors have entered into financing arrangements with Agent and
Lenders pursuant to which Lenders (or Agent on behalf of Lenders)
have made and may make loans and advances and provide other
financial accommodations to Borrowers as set forth in the Loan and
Security Agreement, dated December 23, 2003, by and among
Borrowers, Guarantors, Agent and Lenders, as amended and
supplemented by Amendment No. 1 to Loan and Security Agreement,
dated as of July 29, 2004, Amendment No. 2 to Loan and Security
Agreement, dated as of December 22, 2004, Amendment No. 3 to Loan
and Security Agreement, dated as of December 9, 2005, Amendment No.
4 to Loan and Security Agreement, dated as of March 17, 2006,
Amendment No. 5 to Loan and Security Agreement, dated as of April
5, 2007 and Amendment No. 6 to Loan and Security Agreement, dated
as of May 22, 2007 (as the same now exists and is amended and
supplemented pursuant hereto and may hereafter be further amended,
modified, supplemented, extended, renewed, restated or replaced,
the "Loan Agreement") and the other Financing Agreements (as
defined therein); and
WHEREAS, Borrowers and
Guarantors have requested Agent and Lenders agree to certain
amendments to the Loan Agreement, and Agent and Lenders are willing
to agree to such amendments, subject to the terms and conditions
herein; and
WHEREAS, by this Amendment
No. 7, Borrowers, Guarantors, Agent and Lenders desire and intend
to evidence such amendments;
NOW THEREFORE, in
consideration of the foregoing, the mutual agreements and covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Definitions .
1.1 Additional Definition . As used
herein, "Amendment No. 7" shall mean this Amendment No. 7 to Loan
and Security Agreement by and among Borrowers, Guarantors, Agent
and Lenders, as amended, modified, supplemented, extended, renewed,
restated or replaced, and the Loan Agreement and the other
Financing Agreements shall be deemed and are hereby amended to
include, in addition and not in limitation, such definition.
1.2 Interpretation . For purposes
of this Amendment No. 7, unless otherwise defined herein, all
capitalized terms used herein shall have the respective meanings
assigned to such terms in the Loan Agreement.
2.
Loans, Investments, Etc. . Section 9.10(b) of the Loan
Agreement is hereby amended by deleting subsection (i) thereof in
its entirety and substituting the following therefor:
"(i)
no Loans are then outstanding in the aggregate principal amount of
greater than $50,000,000".
3.
Representations and Warranties . Each Borrower and Guarantor
hereby represents and warrants to Agent and Lenders the following
(which shall survive the execution and delivery of this Amendment
No. 7), the truth and accuracy of which are a continuing condition
of
