Spartan Stores Exhibit 10.11 to Form 10-K

EX-10 5 spex1011.htm EXHIBIT 10.11 Spartan Stores Exhibit 10.11 to Form 10-K

Exhibit 10.11

AMENDMENT NO. 2
TO CREDIT AGREEMENT
Dated as of March 18, 1999

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT ("Amendment") is made as of June 19, 2000 by and among Spartan Stores, Inc., a Michigan corporation (the "Borrower"), the financial institutions listed on the signature pages hereof as lenders (the "Lenders"), ABN AMRO Bank N.V., in its capacity as Arranger, Collateral Agent and Syndication Agent (the "Arranger") and Michigan National Bank, in its capacity as a Co-Arranger and as Administrative Agent (the " Administrative Agent") under that certain Credit Agreement dated as of March 18, 1999 by and among the Borrower, the Lenders, the Arranger and the Administrative Agent, as modified by that certain Waiver dated as of April 22, 1999, that certain Amendment No. 1 dated as of May 10, 1999, that certain Consent dated as of June 25, 1999, that certain Acquisition Consent dated as of November 9, 1999, that certain Consent dated as of December 15, 1999 and that certain Acquisition Consent dated as of March 7, 2000 (as so modified and as hereafter amended, modified or restated, the "Credit Agreement"). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WITNESSETH

WHEREAS, the Borrower, the Lenders, the Arranger and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement in certain respects and the Lenders, the Arranger and the Administrative Agent are willing to so amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders, the Arranger and the Administrative Agent have entered into this Amendment.

1. Amendments to Credit Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

1.1. Section 1.1 of the Credit Agreement is amended to delete the defined term "Scheduled Redemptions" therefrom in its entirety.

1.2. Section 7.1(A)(i) of the Credit Agreement is amended to delete the proviso at the end thereof in its entirety and to substitute the following therefor:

provided, however that for the period commencing with the fiscal four-week period in which the Acquisition of Seaway Food Town, Inc. and its subsidiaries is consummated until the later of (a) the fiscal four week period ending April [__], 2001 and (b) the fiscal four-week period that includes the nine-month anniversary of such Acquisition, the Borrower shall not be required to deliver any of such financial statements with respect to the Seaway Food Town, Inc.

businesses acquired (but shall continue to provide such financial statements during such period for the businesses owned prior to such Acquisition).

1.3. Section 7.3(D) of the Credit Agreement is amended to delete clause (x) therefrom in its entirety and substitute the following therefor:

(x) Investments in addition to those referred to elsewhere in this Section 7.3(D) in an amount which do not to exceed $5,000,000 in the aggregate at any time outstanding;

1.4. Section 7.3(F) of the Credit Agreement is amended to delete the terms thereof in their entirety and to substitute the following therefor:

(F) Restricted Payments. Neither the Borrower nor any of its Subsidiaries shall declare or make any Restricted Payment except:

(i) Restricted Payments (other than Acquisition Redemptions) from funds legally available for such purpose; provided that the aggregate amount paid in connection with such Restricted Payments in any fiscal year shall not exceed the sum of (i) $5,000,000 plus (ii) the Borrower's Excess Cash Flow for the immediately preceding year minus the amount required to be prepaid to the Lenders pursuant to Section 2.4(B)(i)(b); and

(ii) Acquisition Redemptions provided any payments made in connection with such Acquisition Redemptions are made on or prior to the date that is one year following the date of the consummation of the applicable Permitted Acquisition;

provided, however, that the Restricted Payments under clauses (i) and (ii) above shall not be permitted if either a Default or an Unmatured Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom.

1.5. Section 7.4(A) of the Credit Agreement is amended to delete the terms of clause (d) thereof in their entirety and to substitute the following therefor:

(d) Restricted Payments (other than Acquisition Redemptions) made pursuant to Section 7.3(F)) made during such period; plus

2. Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date hereof, if, and only if, (a) the Arranger shall have received duly executed originals of this Amendment from the Borrower, the Administrative Agent, the Arranger and the Required Lenders; (b) the Arranger shall have received a duly executed reaffirmation in the form attached hereto as Exhibit A; and (c) the Administrative Agent shall have received an amendment fee for the account of those Lenders who have submitted their signature pages to this amendment on or prior to 5:00 p.m. (Chicago time) on Monday, June 19, 2000 in accordance with their Pro Rata Shares in the amount of twenty basis points on the sum of such approving Lenders' (i) Acquisition Facility Commitments, (ii) Revolving Loan Commitments and (iii) outstanding principal balance of their Term Loans.

3. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:

(a) The Borrower has the legal power and authority to execute and deliver this Amendment and the officer(s) of the Borrower executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof.

(b) This Amendment and the Credit Agreement as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their terms.

(c) Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement and the other Loan Documents to the extent the same are not amended hereby, agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

(d) There exists no Default or Unmatured Default.

4. Reference to the Effect on the Credit Agreement.

(a) Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement, as amended previously and as amended hereby.

(b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Arrangers, the Agents or any of the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5. Costs and Expenses. The Borrower agrees to pay all reasonable costs, fees and out-of-pocket expenses (including attorneys' fees and expenses charged to the Arrangers and the Agents) incurred by the Arrangers and the Agents in connection with the preparation, arrangement, execution and enforcement of this Amendment.

6. Governing Law. ANY DISPUTE BETWEEN THE BORROWER AND ANY AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN

ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose .

8. Counterparts. This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile signature page hereto sent to the Arranger or the Arranger's counsel shall be effective as an original counterpart signature provided each party executing such a facsimile counterpart agrees to deliver originals to the Arranger Agent thereof.

9. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment, the Credit Agreement and the other Loan Documents. In the event an ambiguity or question of intent or interpretation arises, this Amendment, the Credit Agreement and the other Loan Documents shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment, the Credit Agreement or any of the other Loan Documents.

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

	SPARTAN STORES, INC., as Borrower By: /s/ James B. Meyer Name: Title:


	ABN AMRO BANK N.V., as Arranger, Syndication Agent, Collateral Agent, as a Lender and as an Issuing Bank By: /s/ Joann L. Holman Name: Joann L. Holman Title: Vice President

	By: /s/ Thomas M. Toerpe Name: Thomas M. Toerpe Title: Vice President

	MICHIGAN NATIONAL BANK, as Co-Arranger, Administrative Agent, as a Lender and as an Issuing Bank By: /s/ Peter T. Campbell Name: Peter T. Campbell Title: Vice President

	BANK ONE, NA By: /s/ Kenneth S. Selle Name: Kenneth S. Selle Title: SVP

	HARRIS TRUST AND SAVINGS BANK By: /s/ Julia B. Buthman Name: Julia B. Buthman Title: Managing Director

	NATIONAL CITY BANK By: /s/ Patricia Jackson Name: Patricia Jackson Title: Vice President

	OLD KENT BANK By: /s/ V. Scott Rowley Name: V. Scott Rowley Title: Vice President

	COMERICA BANK By: /s/ Robert M. Porterfield Name: Robert M. Porterfield Title: Vice President

	FIRSTAR BANK N.A. formerly known as: MERCANTILE BANK NATIONAL ASSOCIATION By: /s/ John A. Holland Name: John A. Holland Title: Group Vice President

	UNITED OF OMAHA LIFE INSURANCE COMPANY By: /s/ Curtis R. Caldwell Name: Curtis R. Caldwell Title: First Vice President

	BALANCED HIGH-YIELD FUND I LTD., By: BHF (USA) Capital Corp., acting through its New York Branch, as attorney-in-fact By: /s/ Dana L. McDougall Name: Dana L. McDougall Title: Vice President

	By: /s/ Chris Yu Name: Chris Yu Title: Associate


	BALANCED HIGH-YIELD FUND II LTD., By: BHF (USA) Capital Corp., acting through its New York Branch, as attorney-in-fact By: /s/ Dana L. McDougall Name: Dana L. McDougall Title: Vice President

	By: /s/ Chris Yu Name: Chris Yu Title: Associate

	THE BANK OF NOVA SCOTIA By: /s/ F.C.E. Ashby Name: F.C.E. Ashby Title: Senior Manager Loan Operations

	U.S. BANK NATIONAL ASSOCIATION By: /s/ Carol Morse Name: Carol Morse Title: Senior Vice President

	NCB CAPITAL CORPORATION By: /s/ Barry W. Silver Name: Barry W. Silver Title: Managing Director

	NATIONAL COOPERATIVE BANK By: /s/ Barry W. Silver Name: Barry W. Silver Title: Managing Director

	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND," NEW YORK BRANCH By: /s/ Thomas A. Levasseur Name: Thomas A. Levasseur Title: Vice President

	By: /s/ Edward Peyser Name: Edward Peyser Title: Executive Director

	BANK ONE, MICHIGAN By: /s/ Kevin M. Paul Name: Kevin M. Paul Title: First Vice President

	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Mary Ann McCarthy Name: Mary Ann McCarthy Title: Managing Director

	SAAR HOLDINGS CDO, LIMITED By: /s/ Mary Ann McCarthy Name: Mary Ann McCarthy Title: Managing Director

	KZH RIVERSIDE LLC By: /s/ Peter Chin Name: Peter Chin Title: Authorized Agent

	KEMPER FLOATING RATE FUND By: /s/ Kelly D. Babson Name: Kelly D. Babson Title: Managing Director

	OLYMPIC FUNDING TRUST, SERIES 1999-1 By: /s/ Ashley R. Hamilton Name: Ashley R. Hamilton Title: Authorized Agent

	NATIONAL AUSTRALIA BANK LIMITED By: /s/ Bill Schmid Name: Bill Schmid Title: Vice President

	BLACK DIAMOND CLO 2000-1 LTD. By: /s/ David Dyer Name: David Dyer Title: Director

	SUMMIT BANK By: /s/ William T. Franey Name: William T. Franey Title: Vice President

	THE CIT GROUP/EQUIPMENT FINANCING, INC. By: /s/ Nicki Reid Name: Nicki Reid Title: Senior Credit Analyst

	FRANKLIN FLOATING RATE TRUST By: Name: Title:

	UNION BANK OF CALIFORNIA, N.A. By: /s/ Sonja Sevcik Name: Sonja Sevcik Title: Assistant Vice President

	MUIRFIELD TRADING LLC By: /s/ Ashley R. Hamilton Name: Ashley R. Hamilton Title: Asst. Vice President

HELLER FINANCIAL LEASING INC.

By: /s/ Ronald A. Les

Name: Ronald A. Les
Title: Vice President, Portfolio Manager