Spartan Stores Exhibit 10.17 to Form 10-K *2002*

EX-10 5 spsex1017.htm EXHIBIT 10.17 TO FORM 10-K Spartan Stores Exhibit 10.17 to Form 10-K *2002*

EXHIBIT 10.17

EXECUTION COPY

AMENDMENT NO. 6
TO CREDIT AGREEMENT
Dated as of March 18, 1999

THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT ("Amendment") is made as of June 13, 2002 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, Syndication Agent and Administrative Agent (the "Administrative Agent") and Standard Federal Bank (f/k/a Michigan National Bank), in its capacity as a Co-Arranger (the "Co-Arranger") under that certain Credit Agreement dated as of March 18, 1999 by and among the Borrower, the Lenders, the Co-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 19, 1999, that certain Acquisition Consent dated as of November 9, 1999, that certain Consent dated as of December 15, 1999, that certain Acquisition Consent dated as of March 7, 2000, that certain Amendment No. 2 dated as of June 25, 2000, that certain Acquisition Consent Memorandum dated as of January 5, 2001, that certain Amendment No. 3 dated as of February 23, 2001, that certain Amendment No. 4 dated as of April 23, 2001, that certain Amendment No. 5 dated as of March 15, 2002 and that certain Consent dated as of May 23, 2002 (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 Co-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 Co-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 Co-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:

(a) The table set forth in Section 7.4(C) is restated in its entirety as follows:

Quarter(s) Ending	Ratio

March 30, 2002 through June 22, 2002	5.50 to 1.00

September 14, 2002 through January 4, 2003	5.75 to 1.00

March 29, 2003	5.25 to 1.00

June 21, 2003	5.00 to 1.00

September 13, 2003 through March 27, 2004	4.75 to 1.00

June 19, 2004 through March 26, 2005	4.25 to 1.00

June 18, 2005 through March 25, 2006	4.00 to 1.00

June 17, 2006 and each quarter thereafter	3.75 to 1.00

(b) The table set forth in Section 7.4(D) is restated in its entirety as follows:

Quarter(s) Ending	Ratio

March 30, 2002 through June 22, 2002	2.75 to 1.00

September 14, 2002 through January 4, 2003	2.50 to 1.00

March 29, 2003	2.75 to 1.00

June 21, 2003 through March 27, 2004	3.00 to 1.00

June 19, 2004 through March 26, 2005	3.25 to 1.00

June 18, 2005 and each quarter thereafter	3.50 to 1.00

2. Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of the date hereof, if, and only if:

(a) the Administrative Agent shall have received duly executed originals of this Amendment from the Borrower, the Administrative Agent and the Required Lenders;

(b) the Administrative Agent shall have received a duly executed reaffirmation in the form attached hereto as Exhibit A; and

(d) the Administrative Agent shall have received an amendment fee for the ratable account of those Lenders who have submitted their signature pages to this Amendment on or prior to 5:00 p.m. (New York City time) on Thursday, June 13, 2002 (the "Approving Lenders") in the amount of 25 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 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/ David M. Staples
		Name: David M. Staples
		Title: EVP and CFO