-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CXZ6FXrWWpeNgcsE40O8tVJoGCpN+uqG4bXaS2Xi1etr+TZVkuHv9BJ/GB3A4anm JLVGlbiUJ3eb+YDgBf/4ew== 0000905729-07-000359.txt : 20070823 0000905729-07-000359.hdr.sgml : 20070823 20070823133020 ACCESSION NUMBER: 0000905729-07-000359 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070817 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070823 DATE AS OF CHANGE: 20070823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPARTAN STORES INC CENTRAL INDEX KEY: 0000877422 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 380593940 STATE OF INCORPORATION: MI FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31127 FILM NUMBER: 071075133 BUSINESS ADDRESS: STREET 1: 850 76TH ST SW STREET 2: P O BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 BUSINESS PHONE: 6168782000 MAIL ADDRESS: STREET 1: 850 76TH ST SW STREET 2: PO BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 8-K 1 sptnst8k_082307.htm SPARTAN STORES, INC. FORM 8-K - 08-23-07 Spartan Stores Form 8-K - 08/23/07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 17, 2007

SPARTAN STORES, INC.
(Exact name of registrant as
specified in its charter)

 

Michigan
(State or other jurisdiction
of incorporation)

000-31127
(Commission
File Number)

38-0593940
(IRS Employer
Identification no.)

 



850 76th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan

(Address of principal executive offices)

 


49518-8700
(Zip Code)

 

Registrant's telephone number,
including area code:  (616) 878-2000


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).







Item 1.01.

Entry into a Material Definitive Agreement.


          On August 17, 2007, Spartan Stores, Inc. (the "Company") entered into an agreement to increase the maximum credit available under its existing Senior Secured Credit Facility with Wachovia Capital Finance Corporation (Central), Key Bank National Association, Bank of America N.A., National City Business Credit, Inc., General Electric Capital Corporation, and Fifth Third Bank.

          The agreement increases the maximum credit available to the Company under the facility from $225 million to $255 million. In connection with the increase, Wells Fargo Bank, N.A. has been added as lender under the facility.

          The foregoing brief description of the agreement is not meant to be exhaustive and is qualified in its entirety by the agreement itself, which is attached to this Report as Exhibit 10.


Item 9.01.

Financial Statements and Exhibits.

     
 

(d)

Exhibits:

     
 

10

Letter Agreement between the Company and Wachovia Capital Finance Corporation (Central) as Agent for the Lenders, dated August 17, 2007.












- -2-


SIGNATURES

                    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date:  August 23, 2007

SPARTAN STORES, INC.

 

 

 

 

 

 

 

By

/s/ David M. Staples


 

 

David M. Staples
Executive Vice President and Chief Financial
Officer












- -3-


EXHIBIT INDEX

Exhibit
Number

 


Document

 

 

 

10

 

Letter Agreement between the Company and Wachovia Capital Finance Corporation (Central) as Agent for the Lenders, dated August 17, 2007.

















EX-10 2 sptnstex10_082307.htm SPARTAN STORES, INC. EXHIBIT 10 TO FORM 8-K Spartan Stores, Inc. Exhibit 10 to Form 8-K - 08-23-07

EXHIBIT 10


 

August 17, 2007


Wachovia Capital Finance Corporation (Central)
     as Agent
150 South Wacker Drive
Suite 2200
Chicago, Illinois  60606-4202
Attention:  Portfolio Administrator

                    Re:  Commitment Increase

Ladies and Gentlemen:

          Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation (Central), in its individual capacity (in such capacity, "Wachovia") and in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, "Agent"), and the parties to the Loan Agreement as lenders (individually, each a "Lender" and collectively, "Lenders") have entered into financing arrangements pursuant to which Agent and Lenders may make loans and advances and provide other financial accommodations to Spartan Stores, Inc., a Michigan corporation ("Lead Borrower"), 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., a Michigan corporation ("Pharm"), 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"), Buckeye Real Estate Management Co., an Ohio corporation ("Buckeye"), Spartan Stores Fuel, LLC, a Michigan limited liability company ("Spartan Fuel" and together with Lead Borrower, Stores Distribution, MDC, Associates, Family Fare, MSFC, Seaway, Pharm, Valley Farm, Gruber RE, Prevo and Buckeye, each individually a "Borrower" and collectively, "Borrowers"), Spartan Stores Holding, Inc., a Michigan corporation ("Holding") and SI Insura nce Agency, Inc., a Michigan corporation ("SI"and together with Holding, each individually a "Guarantor" and collectively, "Guarantors"), 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 ("Amendment No. 5") and Amendment No. 6 to Loan and Security Agreement, dated as of May 22, 2007 (as the same now exists and may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the "Loan Agreement"), and the other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including, but not limited to, this amendment fee letter (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the "Financing Agreements"). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.

          Section 1.2(a)(v) of Amendment No. 5 provides that Borrowers may, at their option, increase the amount of the Maximum Credit, subject to certain conditions. As set forth in the notice dated August 1, 2007, Administrative Borrower notified Agent of its intention to exercise such option and increase the Maximum Credit from $225,000,000 to $255,000,000. The conditions to such increase include that a Lender or Eligible Transferee increase or provide, as the case may be, an additional Commitment so that the aggregate amount of the Commitments equal the amount of the Maximum Credit as requested to be increased.

          Accordingly, as of the date hereof ,Wachovia shall increase its Commitment by $30,000,000 (the "Commitment Increase"), so that its aggregate Commitment is $90,000,000, provided, that, as of the date of such Commitment Increase, each of the following conditions precedent is satisfied as determined by Wachovia:  (a) Wachovia has received an original executed Assignment and Acceptance Agreement from Wells Fargo Bank, N.A. ("Wells Fargo"), in form and substance satisfactory to Wachvoia, duly authorized, executed and delivered by Wells Fargo, whereby, among other things, Wells Fargo purchases such Commitment Increase from Wachovia and assumes all of the rights and obligations of a Lender under the Loan Agreement, (b) all of the conditions to the effectiveness of such Assignment and Acceptance have been satisfied and (c) as of the date of such Commitment Increase, no Default or Event of Default shall exist or have occu rred and be continuing.

          On and after the effectiveness of the Commitment Increase, all references to the term "Maximum Credit" in the Loan Agreement or any of the other Financing Agreements shall be amended to mean $255,000,000.

          This letter agreement shall be governed by the internal laws of the State of Illinois but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the State of Illinois.

          This letter agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this letter agreement by telefacsimile shall have the same force and effect as the delivery of an original executed counterpart of this letter agreement. Any party delivering an executed counterpart of this




letter agreement by telefacsimile shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



























          The parties hereto have caused this letter agreement to be duly authorized, executed and delivered by their respective authorized officers as of the date first written above.


 

Very truly yours,

   
 

SPARTAN STORES, INC.

   
 

By:

 
     
 

Title:

 
     
 

SPARTAN STORES DISTRIBUTION, LLC
MARKET DEVELOPMENT CORPORATION
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.
BUCKEYE REAL ESTATE MANAGEMENT
CO.
SPARTAN STORES FUEL, LLC

     
 

By:

 
     
 

Title:

 
     
 

SPARTAN STORES HOLDING, INC.
SI INSURANCE AGENCY, INC.

     
 

By:

 
     
 

Title:

 
     


[SIGNATURES CONTINUE ON NEXT PAGE]








[SIGNATURES CONTINUED FROM PREVIOUS PAGE]


ACCEPTED

 

WACHOVIA CAPITAL FINANCE
CORPORATION (CENTRAL),
f/k/a Congress Financial Corporation (Central),
in its individual capacity and as Agent

 

By:

 
 
     

Title:

 
 
     
 
 

WELLS FARGO BANK, N.A.

 

By:

 
 
     

Title:

 
 
     


















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