<PAGE>
                                                                     EXHIBIT 10z


                               FIRST AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

         This First Amendment to Loan and Security Agreement (the "First
Amendment") is made as of the 17th day of December, 2001 by and among

         Homeland Stores, Inc., a Delaware corporation (the "Borrower"), with
         its principal executive offices at 2601 NW Expressway, Suite 1100E,
         Oklahoma City, Oklahoma 73112; and

         Fleet Retail Finance Inc., a Delaware corporation with offices at 40
         Broad Street, Boston, Massachusetts 02109 (the "Revolving Credit
         Lender"); and

         Back Bay Capital Funding LLC, a Delaware limited liability company with
         offices at 40 Broad Street, Boston, Massachusetts 02109 (the "Term
         Lender"); and

         Fleet Retail Finance Inc. (in such capacity, the "Administrative
         Agent"), a Delaware corporation with offices at 40 Broad Street,
         Boston, Massachusetts 02109, as collateral agent and administrative
         agent for the Revolving Credit Lender and the Term Lender

in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.

                                   WITNESSETH

         WHEREAS, the Administrative Agent, the Revolving Credit Lender, the
Term Lender, and the Borrower entered into a Loan and Security Agreement dated
as of August 15, 2001 (as amended and in effect, the "Loan Agreement"); and

         WHEREAS, the Administrative Agent, the Lenders, and the Borrower desire
to amend certain of the terms and conditions of the Loan Agreement.

         NOW THEREFORE, it is hereby agreed as follows:

1. Definitions: All capitalized terms used herein and not otherwise defined
shall have the same meaning herein as in the Loan Agreement.

2. Amendments to Section 1. The provisions of Section 1 of the Credit Agreement
are hereby amended by deleting the definition of "Excess Availability Amount" in
its entirety and substituting the following in its stead:

                  "EXCESS AVAILABILITY AMOUNT": The greater of (i) $3,500,000,
                  or (ii) fifteen percent (15%) of the Borrowing Base (without
                  regard to the deduction of the Excess Availability Amount) as
                  of each date of calculation, provided that for the period
                  December 10, 2001 through January 9, 2002 the Excess
                  Availability Amount shall be the greater of the amounts set
                  forth in clause (i) or (ii) above, less, in each case
                  $650,000.

3. Conditions to Effectiveness. This First Amendment shall not be effective
until each of the following conditions precedent have been fulfilled to the
satisfaction of the Administrative Agent and the Lenders:

         a.       This First Amendment shall have been duly executed and
                  delivered by the Borrower, the Guarantors, the Administrative
                  Agent, and the Lenders. The Administrative Agent shall have
                  received a fully executed copy hereof and of each other
                  document required hereunder.

         b.       The Borrower shall have paid to the Administrative Agent for
                  the ratable benefit of the Lenders an amendment fee in the sum
                  of $15,000. The amendment fee shall be fully earned upon
                  execution of this First Amendment and shall not be rebated or
                  refunded under any circumstances.


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         c.       The Bankruptcy Court in the Proceedings shall have entered an
                  order approving the Borrower's and each Guarantor's entering
                  into this First Amendment, which shall have been certified by
                  the Clerk of the Bankruptcy Court as having been duly entered,
                  and such order shall not have been stayed, modified, appealed,
                  reversed or otherwise affected. All motions and other
                  documents to be filed with and submitted to the Bankruptcy
                  Court in connection with this First Amendment and the approval
                  thereof shall be reasonably satisfactory in form and substance
                  to the Administrative Agent and the Lenders.

         d.       No Default or Event of Default shall have occurred and be
                  continuing.

         e.       The Borrower and each Guarantor shall have provided such
                  additional instruments and documents to the Administrative
                  Agent as the Administrative Agent and its counsel may have
                  reasonably requested.

In the event that each of the foregoing conditions are not satisfied (or waived
by the Lenders) by December 14, 2001 (or such later date as the Lenders may
agree), then this First Amendment shall be void and of no effect.

4.       Miscellaneous.

         f.       Except as provided herein, all terms and conditions of the
                  Loan Agreement and the other Loan Documents remain in full
                  force and effect. The Borrower hereby ratifies, confirms, and
                  reaffirms all of the representations, warranties and covenants
                  therein contained.

         g.       The Borrower shall pay all reasonable out-of-pocket costs and
                  expenses incurred by the Administrative Agent and the Lenders
                  in connection with this First Amendment, including, without
                  limitation, all reasonable attorneys' fees.

         h.       This First Amendment may be executed in several counterparts
                  and by each party on a separate counterpart, each of which
                  when so executed and delivered, each shall be an original, and
                  all of which together shall constitute one instrument.

         i.       This First Amendment expresses the entire understanding of the
                  parties with respect to the matters set forth herein and
                  supersedes all prior discussions or negotiations hereon.

         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed and their seals to be hereto affixed as the date first above
written.


                                       HOMELAND STORES, INC.


                                       By
                                          --------------------------------------
                                       Print Name:
                                                   -----------------------------
                                       Title:
                                              ----------------------------------

                                       FLEET RETAIL FINANCE INC.
                                       as Administrative Agent, Collateral Agent
                                       and as Revolving Credit Lender


                                       By:
                                           -------------------------------------
                                       Print Name:
                                                   -----------------------------
                                       Title:
                                              ----------------------------------



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                                       BACK BAY CAPITAL FUNDING LLC
                                       as Term Lender


                                       By:
                                           -------------------------------------
                                       Print Name:
                                                   -----------------------------
                                       Title:
                                              ----------------------------------



                              CONSENT OF GUARANTORS

         The undersigned, Guarantors, each hereby consent to the First Amendment
to Loan and Security Agreement and each acknowledge that their Guaranty of the
Liabilities executed by each of them remains in full force and effect.

         IN WITNESS WHEREOF, the Guarantors have caused this Consent to First
Amendment to be executed and their seals to be hereto affixed as the date first
above written.

                                       HOMELAND HOLDING CORPORATION


                                       By:
                                           -------------------------------------
                                       Print Name:
                                                   -----------------------------
                                       Title:
                                              ----------------------------------



                                       SLB MARKETING, INC.


                                       By:
                                           -------------------------------------
                                       Print Name:
                                                   -----------------------------
                                       Title:
                                              ----------------------------------



                                       JCH BEVERAGE, INC.


                                       By:
                                           -------------------------------------
                                       Print Name:
                                                   -----------------------------
                                       Title:
                                              ----------------------------------




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