THE TERMS, CONDITIONS, AGREEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES SET
FORTH IN THE EXISTING CREDIT AGREEMENTS AND THE EXISTING NASH-FINCH SECURITY
AGREEMENT ARE HEREBY AMENDED AND RESTATED IN THEIR ENTIRETY, AND AS SO AMENDED
AND RESTATED, REPLACED AND SUPERSEDED, BY THE TERMS, CONDITIONS, AGREEMENTS,
COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT.
THE
AMENDMENT AND RESTATEMENT CONTAINED HEREIN SHALL NOT, IN AND OF ITSELF, IN ANY
MANNER, BE CONSTRUED TO CONSTITUTE PAYMENT OF, OR IMPAIR, LIMIT, CANCEL OR
EXTINGUISH, OR CONSTITUTE A NOVATION IN RESPECT OF, THE INDEBTEDNESS AND OTHER
OBLIGATIONS AND LIABILITIES OF BORROWERS AND GUARANTORS EVIDENCED BY OR ARISING
UNDER THE EXISTING CREDIT AGREEMENTS AND THE EXISTING NASH-FINCH SECURITY
AGREEMENT (EXCEPT TO THE EXTENT ANY SUCH INDEBTEDNESS, OBLIGATIONS OR
LIABILITIES ARE ACTUALLY PAID OR PERFORMED ON THE EFFECTIVE DATE), AND THE LIENS
SECURING SUCH INDEBTEDNESS AND OTHER OBLIGATIONS AND LIABILITIES, WHICH SHALL
NOT IN ANY MANNER BE IMPAIRED, LIMITED, TERMINATED, WAIVED OR RELEASED.
(B)
ALL OF THE OBLIGATIONS IN RESPECT OF THE EXISTING SPARTAN LOANS, THE
EXISTING NASH-FINCH LOANS AND THE EXISTING LETTERS OF CREDIT (TO THE EXTENT NOT
PAID) AND ALL ACCRUED AND UNPAID INTEREST AND FEES WITH RESPECT THERETO (TO THE
EXTENT NOT ACTUALLY PAID PURSUANT TO THIS AGREEMENT) SHALL BE DEEMED TO BE
OBLIGATIONS OF BORROWERS AND GUARANTORS PURSUANT TO THE TERMS HEREOF.
193
IN WITNESS WHEREOF, Administrative Agent, Lenders, Borrowers and Guarantors have
caused these presents to be duly executed as of the day and year first above
written.
ADMINISTRATIVE AGENT
WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent, Issuing Bank, Swing
Line Lender and a Lender
By:___________________________________
Title:_________________________________
BORROWERS
SPARTAN STORES, INC.
By:___________________________________
Title:_________________________________
SPARTAN STORES DISTRIBUTION, LLC
MARKET DEVELOPMENT, LLC
SPARTAN STORES ASSOCIATES, LLC
FAMILY FARE, LLC
MSFC, LLC
SEAWAY FOOD TOWN, INC.
THE PHARM OF MICHIGAN, INC.
VALLEY FARM DISTRIBUTING CO.
GRUBER'S REAL ESTATE LLC
PREVO'S FAMILY MARKETS, INC.
CUSTER PHARMACY, INC.
SPARTAN PROPERTIES MANAGEMENT, INC.
SPARTAN STORES FUEL, LLC
By:___________________________________
Title:_________________________________
NASH-FINCH COMPANY
NASH BROTHERS TRADING COMPANY
T. J. MORRIS COMPANY
SUPER FOOD SERVICES, INC.
U SAVE FOODS, INC.
HINKY DINKY SUPERMARKETS, INC.
GTL TRUCK LINES, INC.
ERICKSON'S DIVERSIFIED CORPORATION
GROCERY SUPPLY ACQUISITION CORP.
By:___________________________________
Title:_________________________________
BANK OF AMERICA, N.A., as a Lender
By:___________________________________
Title:_________________________________
2
EXHIBIT A
to
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
ASSIGNMENT AND ACCEPTANCE AGREEMENT
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and Acceptance")
dated as of _____________, 20__
is made between ________________________ (the
"Assignor") and ____________________ (the "Assignee").
W I
T
N
E
S
S
E
T
H:
WHEREAS, Wells Fargo Capital Finance, LLC, in its capacity as agent pursuant to
the Loan Agreement (as hereinafter defined) acting for and on behalf of the
financial institutions which are parties thereto as lenders (in such capacity,
"Administrative Agent"), and the financial institutions which are parties to the
Loan Agreement as lenders (individually, each a "Lender" and collectively,
"Lenders") have entered or are about to enter into financing arrangements
pursuant to which Administrative Agent and Lenders may make loans and advances
and provide