EX-10

EX-10 2 sptn-ex10_1.htm EX-10.1 EX-10

Exhibit 10.1

[Execution]

AMENDMENT NO. 6 TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of November 17, 2022 (this “Amendment No. 6”), by and among SpartanNash Company, a Michigan corporation, formerly known as Spartan Stores, Inc. (“Parent”), Spartan Stores Distribution, LLC, a Michigan limited liability company (“Stores Distribution”), Market Development, LLC, a Michigan limited liability company (“MDC”), SpartanNash Associates, LLC, a Michigan limited liability company, formerly known as Spartan Stores Associates, LLC (“Associates”), Family Fare, LLC, a Michigan limited liability company (“Family Fare”), Seaway Food Town, Inc., a Michigan corporation (“Seaway”), 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”), Spartan Properties Management, Inc. (formerly known as Buckeye Real Estate Management Co.), an Ohio corporation (“SPM”), Spartan Stores Fuel, LLC, a Michigan limited liability company (“Spartan Fuel”), Nash-Finch Company, a Delaware corporation, as surviving corporation of the merger with SS Delaware, Inc. (“Nash-Finch”), Pique Brands, Inc., a Delaware corporation, formerly known as Nash Brothers Trading Company (“Pique”), Super Food Services, Inc., a Delaware corporation (“Super Food”), U Save Foods, Inc., a Nebraska corporation (“U Save”), Hinky Dinky Supermarkets, Inc., a Nebraska corporation (“Hinky Dinky”), GTL Truck Lines, Inc., a Nebraska corporation (“GTL”), Erickson’s Diversified Corporation, a Wisconsin corporation (“Erickson’s”), MDV SpartanNash, LLC, a Delaware limited liability company (“MDV”), Caito Foods, LLC, a Michigan limited liability company (“Caito”), SpartanNash Logistics, LLC, a Michigan limited liability company, formerly known as BRT SpartanNash, LLC (“Logistics”), SpartanNash Procurement, LLC, a Michigan limited liability company (“SNP”), MSM Holdco, LLC, an Indiana limited liability company (“MSM Holdco”), Martin’s Super Markets L.L.C., an Indiana limited liability company (“MSM”), Martin’s Super Markets of Elkhart L.L.C., an Indiana limited liability company (“MSM of Elkhart”), Martin’s Super Markets of Elkhart East L.L.C., an Indiana limited liability company (“MSM of Elkhart East”), Martin’s Super Markets of Logansport L.L.C., an Indiana limited liability company (“MSM of Logansport”), Martin’s Super Markets of Niles L.L.C., an Indiana limited liability company (“MSM of Niles”), Martin’s Super Markets of Nappanee L.L.C., an Indiana limited liability company (“MSM of Nappanee”), Martin’s Super Markets of St. Joseph L.L.C., an Indiana limited liability company (“MSM of St. Joseph”), Martin’s Super Markets of Stevensville L.L.C., an Indiana limited liability company (“MSM of Stevensville”), Martin’s MO LLC, an Indiana limited liability company (“Martin’s MO”), County Development LLC, an Indiana limited liability company (“County Development”), Martin’s West LLC, an Indiana limited liability company (“Martin’s West”), 200 Elkhart Ave LLC, an Indiana limited liability company (“Elkhart Ave”), Martin’s Integrated Pharmacy Services LLC, an Indiana limited liability company (“Integrated Pharmacy”, and together with Parent, Stores Distribution, MDC, Associates, Family Fare, Seaway, Valley Farm, Gruber RE, Prevo, SPM, Spartan Fuel, Nash-Finch, Pique, Super Food, U Save, Hinky Dinky, GTL, Erickson’s, MDV, Caito, Logistics, SNP, MSM Holdco, MSM, MSM of Elkhart, MSM of Elkhart East, MSM of Logansport, MSM of Niles, MSM of Nappanee, MSM of St. Joseph, MSM of Stevensville, Martin’s MO, County Development, Martin’s West and Elkhart Ave, each individually a “Borrower” and collectively,


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Exhibit 10.1

“Borrowers”), any Person that at any time becomes a party to the Loan Agreement as a guarantor (each individually a “Guarantor” and collectively, “Guarantors”), the parties to the Loan Agreement (as hereinafter defined) from time to time as lenders (each individually, a “Lender” and collectively, “Lenders”) and Wells Fargo Capital Finance, LLC, a Delaware limited liability company, in its capacity as agent for Lenders (in such capacity, “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, Borrowers and Guarantors have entered into financing arrangements with Agent and Lenders pursuant to which Lenders (or Administrative Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated as of November 19, 2013, by and among Borrowers, Guarantors, Agent and Lenders, as amended by Amendment No. 1 to Amended and Restated Loan and Security Agreement, dated January 9, 2015, Amendment No. 2 to Amended and Restated Loan and Security Agreement, dated December 20, 2016, Amendment No. 3 to Amended and Restated Loan and Security Agreement, dated November 21, 2017, Amendment No. 4 to Amended and Restated Loan and Security Agreement, dated as of December 18, 2018 and Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated March 22, 2019 (as the same now exists, the “Existing Loan Agreement” and the Existing Loan Agreement, as amended and supplemented pursuant hereto and as may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and the other Financing Agreements; and

WHEREAS, Borrowers, Guarantors, Administrative Agent and Lenders have agreed to amend the Existing Loan Agreement and replace it in its entirety in the form of Exhibit A to this Amendment No. 6 pursuant to the terms and conditions of this Amendment No. 6; and

WHEREAS, by this Amendment No. 6, Borrowers, Guarantors, Administrative Agent and Lenders desire and intend to evidence such amendments;

NOW THEREFORE, in consideration of the foregoing, the mutual agreements and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Interpretation. For purposes of this Amendment No. 6, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Loan Agreement as amended by this Amendment No. 6.

2. Amendment of Loan Agreement.

(a) The Existing Loan Agreement is hereby amended to read in its entirety as set forth in Exhibit A hereto (the “Amended Loan Agreement”). All schedules and exhibits to the Existing Loan Agreement, as in effect immediately prior to the Amendment No. 6 Effective Date, shall constitute schedules and exhibits to the Amended Loan Agreement except, that, those schedules and exhibits which are attached to the Amended Loan Agreement shall constitute those respective schedules and exhibits after the date of this Amendment No. 6. Each reference


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Exhibit 10.1

in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import, and each reference in the other Financing Agreements to the “Loan Agreement” (including, without limitation, by means of words such as “thereunder” or “thereof” and words of similar import), shall mean and be a reference to the Loan Agreement as amended herein as reflected by the Amended Loan Agreement. The Administrative Agent, each of the Lenders signatory hereto, each Borrower and each Guarantor consent to the amendment of the Loan Agreement pursuant to this Amendment No. 6.

(i) Notwithstanding anything to the contrary contained in the Loan Agreement or the other Financing Agreements, (i) effective as of the Amendment No. 6 Effective Date, the commitment of each Lender to make Eurodollar Rate Loans (as defined in the Existing Loan Agreement as in effect immediately prior to the Amendment No. 6 Effective Date), continue Eurodollar Rate Loans as such, or convert Base Rate Loans to Eurodollar Rate Loans shall be cancelled, and (ii) any outstanding Eurodollar Rate Loans shall automatically be converted to SOFR Rate Loans as of the Amendment No. 6 Effective Date (without the requirement to pay any breakage or similar fees with respect to such conversions).

SECTION 2. Joinder of Compeer Financial, PCA as a Lender.

(a) Upon the date hereof, Compeer Financial, PCA (“New Lender”) shall be deemed to have a Tranche A Commitment in the aggregate amount of $50,000,000 (the “Compeer Commitment”) as set forth on Exhibit F to the Amended Loan Agreement.

(ii) As of the Amendment No. 6 Effective Date, New Lender shall (i) be a party to the Loan Agreement, (ii) be a “Lender” for all purposes of the Loan Agreement and the other Financing Agreements, and (iii) to the extent of the interest of New Lender pursuant to this Amendment No. 6, have the rights and obligations of a Lender under the Loan Agreement and the other Financing Agreements.

(b) New Lender represents and warrants that:

(i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment No. 6 and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement,

(C) from and after the Amendment No. 6 Effective Date, with respect to the Compeer Commitment, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder,

(ii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Compeer Commitment,

(D) it has received a copy of the Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 9.6 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment No. 6 and to become a Lender on the basis of


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Exhibit 10.1

which it has made such analysis and decision independently and without reliance on Administrative Agent or any other Lender, and

(iii) it has delivered to Administrative Agent such information about New Lender as required by the Loan Agreement and any applicable tax forms required to be delivered by it pursuant to the Loan Agreement.

(i) it will, independently and without reliance on Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement;

(E) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Financing Agreements as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto;

(ii) confirms that it is an Eligible Transferee; and

(F) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement and the other Financing Agreements are required to be performed by it as a Lender.

SECTION 3. Settlement. Borrowers will prepay and reborrow (pursuant to the terms of the Loan Agreement) the outstanding Loans as of the date hereof, if any, in an amount necessary such that after giving effect to the amended Commitments set forth on Exhibit F to the Amended Loan Agreement, each Lender (including existing Lenders and the New Lender) will hold its pro rata share of outstanding Loans.

3. Representations and Warranties. Each Borrower and Guarantor hereby represents and warrants to Administrative Agent and Lenders the following (which shall survive the execution and delivery of this Amendment No. 6), the truth and accuracy of which are a continuing condition of the making of Loans and providing Letter of Credit Accommodations to Borrowers:

(a) This Amendment No. 6 and each other agreement or instrument to be executed and delivered by the Borrowers and Guarantors pursuant hereto (collectively, together with this Amendment No. 6, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each of the Borrowers and Guarantors which is a party hereto and thereto and, if necessary, their respective stockholders, members and managers and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of each of the Borrowers and Guarantors, as the case may be, contained herein and therein, constitute the legal, valid and binding obligations of each of the Borrowers and Guarantors, respectively, enforceable against them in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to


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Exhibit 10.1

the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

(i) The execution, delivery and performance of each Amendment Document (a) is within each Borrower’s and Guarantor’s corporate or limited liability company powers, as applicable, and (b) is not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate or articles of incorporation or organization, by laws, operating agreement, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound.

(b) All of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such date.

(ii) Each Borrower and each Guarantor, as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Borrower or Guarantor grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Financing Agreements to which it is a party (after giving effect hereto) and (ii) to the extent such Borrower or Guarantor granted liens on or security interests in any of its property pursuant to any such Financing Agreement as security for or otherwise guaranteed the Obligations under or with respect to the Financing Agreements, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.

(c) No Default or Event of Default exists or has occurred and is continuing as of the date of this Amendment No. 6, or would result after giving effect thereto.

SECTION 4. Condition Precedent. The amendments contained herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Administrative Agent:

(a) receipt by Administrative Agent of counterparts of this Amendment No. 6, duly authorized, executed and delivered by the parties hereto (including all Lenders required for the amendments provided for herein);

(iii) receipt by Administrative Agent of a true and correct copy of any consent, waiver or approval (if any) to or of this Amendment No. 6, which any Borrower is required to obtain from any other Person;


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Exhibit 10.1

(b) Administrative Agent shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such Loan Party’s board of directors, members, or managers, as applicable, authorizing the execution, delivery, and performance of the Amendment Documents to which it is a party, (ii) authorizing specific officers of such Loan Party to execute the same, (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party, and (iv) attaching true, correct and complete copies of the certificate or articles of incorporation or organization, by-laws, operating agreement, or other organizational documents of such Loan Party;

(iv) Administrative Agent shall have received in immediately available funds (or Administrative Agent shall have charged the loan account of Borrowers) the full amount of all fees required to be paid by the Borrowers in connection with this Amendment No. 6;

(v) no Default or Event of Default shall exist or have occurred and be continuing as of the date of this Amendment No. 6, or would result after giving effect thereto.

SECTION 5. Effect of this Amendment. Except as expressly amended pursuant hereto, no other changes or modifications to the Financing Agreements are intended or implied, and, in all other respects, the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent that any provision of the Loan Agreement or any of the other Financing Agreements are inconsistent with the provisions of this Amendment No. 6, the provisions of this Amendment No. 6 shall control. By executing this Amendment No. 6, each Borrower and each Guarantor is deemed to execute the Loan Agreement and to be bound by the terms and conditions thereof.

4. Further Assurances. Borrowers and Guarantors shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Administrative Agent to effectuate the provisions and purposes of this Amendment No. 6.

SECTION 6. No Novation. The amendment and restatement of the Existing Loan Agreement pursuant to this Amendment No. 6 and the Amended Loan Agreement shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations and other obligations and liabilities of Borrowers and Guarantors evidenced by or arising under the Existing Loan Agreement or any of the other Financing Agreements and each Borrower and Guarantor confirms and agrees that it continues to remain liable for all such Obligations and other obligations and liabilities, and the liens and security interests in the Collateral of Administrative Agent and Lenders securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Administrative Agent for the benefit of Lenders.

5. Governing Law. The validity, interpretation and enforcement of this Amendment No. 6 and the other Financing Agreements (except as otherwise provided therein) and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise,


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Exhibit 10.1

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 laws of the State of Illinois.

SECTION 7. Binding Effect. This Amendment No. 6 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

6. Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 6.

SECTION 8. Counterparts. This Amendment No. 6, any documents executed in connection herewith and any notices delivered under this Amendment No. 6, may be executed by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance of any electronic signature on this Amendment No. 6 or on any notice delivered to Agent under this Amendment No. 6. This Amendment No. 6 and any notices delivered under this Amendment No. 6 may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Delivery of an executed counterpart of a signature page of this Amendment No. 6 and any notices as set forth herein will be as effective as delivery of a manually executed counterpart of the Amendment No. 6 or notice.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to be duly executed and delivered by their authorized officers as of the day and year first above written.

ADMINISTRATIVE AGENT

WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent

By:/s/ Peter Foley

Title: Duly Authorized Signatory

BORROWERS

SPARTANNASH COMPANY, formerly known as Spartan Stores, Inc.

By:/s/ William Jacobs

Title: Treasurer


		[Signature Page to Amendment No. 6 (Spartan)]

SPARTAN STORES DISTRIBUTION, LLC
MARKET DEVELOPMENT, LLC
SPARTANNASH ASSOCIATES, LLC
FAMILY FARE, LLC
SEAWAY FOOD TOWN, INC.
VALLEY FARM DISTRIBUTING CO.
GRUBER’S REAL ESTATE, LLC
PREVO’S FAMILY MARKETS, INC.
SPARTAN PROPERTIES MANAGEMENT, INC.
SPARTAN STORES FUEL, LLC
CAITO FOODS, LLC
SPARTANNASH LOGISTICS, LLC 
SPARTANNASH PROCUREMENT, LLC

By:/s/ William Jacobs

Title: Authorized Officer
 
NASH-FINCH COMPANY
PIQUE BRANDS, INC. 
SUPER FOOD SERVICES, INC. 
U SAVE FOODS, INC. 
HINKY DINKY SUPERMARKETS, INC. 
GTL TRUCK LINES, INC. 
ERICKSON’S DIVERSIFIED CORPORATION 
MDV SPARTANNASH, LLC
 
By:/s/ William Jacobs

Title: Authorized Officer
 
 
 
 
 
 
 
 
 
 


		[Signature Page to Amendment No. 6 (Spartan)]

Exhibit 10.1



	MSM Holdco, LLC Martin’s Super Markets L.L.C. Martin’s Super Markets of Elkhart L.L.C. Martin’s Super Markets of Elkhart East L.L.C. Martin’s Super Markets of Logansport L.L.C. Martin’s Super Markets of Niles L.L.C. Martin’s Super Markets of Nappanee L.L.C. Martin’s Super Markets of St. Joseph L.L.C. Martin’s Super Markets of Stevensville L.L.C. Martin’s MO LLC County Development LLC Martin’s West LLC 200 Elkhart Ave LLC Martin’s Integrated Pharmacy Services LLC By: /s/ William Jacobs Name: William Jacobs Title: President
	LENDERS WELLS FARGO CAPITAL FINANCE, LLC, as a Lender By: Title:


		[Signature Page to Amendment No. 6 (Spartan)]

BANK OF AMERICA, N.A.,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 6 (Spartan)]

PNC BANK, NATIONAL ASSOCIATION,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 6 (Spartan)]

BMO HARRIS BANK N.A.,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 6 (Spartan)]

FIFTH THIRD BANK,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 6 (Spartan)]

JPMORGAN CHASE BANK, N.A.,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 6 (Spartan)]

U.S. BANK NATIONAL ASSOCIATION,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 6 (Spartan)]

Compeer Financial, PCA,
as New Lender and a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 6 (Spartan)]

Exhibit A

Amendment No. 6 to Amended and Restated Loan and Security Agreement

Amended Loan Agreement

See attached.


6991691.13

Exhibit A

Amendment No. 6 to Amended and Restated Loan and Security Agreement

______________________________________________________________________________

Amended and Restated Loan and Security Agreement

by and among

SpartanNash Company (formerly, Spartan Stores, Inc.) and certain of its Subsidiaries
as Borrowers

and

Any Person that becomes a Guarantor hereunder

Wells Fargo Capital Finance, LLC
as Administrative Agent

The Lenders from Time to Time Party Hereto
as Lenders

Wells Fargo Bank, National Association
Bank of America, N.A.
and
Fifth Third Bank
as Joint Lead Arrangers and Joint Bookrunners

Bank of America, N.A.
and
Fifth Third Bank
as Syndication Agents

BMO Harris Bank, N.A.
U.S. Bank, National Association
as Documentation Agents

Dated: November 19, 2013
as amended through November 17, 2022


6991691.13

TABLE OF CONTENTS

Page


SECTION 1.	DEFINITIONS	3
SECTION 2.	CREDIT FACILITIES	66
2.1	Loans.	66
2.2	Swing Line Loans.	67
2.3	[Reserved].	68
2.4	Letter of Credit Accommodations.	68
2.5	Prepayments.	73
2.6	Increase in Maximum Credit.	74
2.7	Commitments	76
2.8	Joint and Several Liability	77
2.9	Sustainability Adjustments.	78
SECTION 3.	INTEREST AND FEES	80
3.1	Interest.	80
3.2	Fees.	81
3.3	Changes in Laws and Increased Costs of Loans.	82
3.4	Benchmark Replacement Setting.	85
SECTION 4.	CONDITIONS PRECEDENT	86
4.1	Conditions Precedent to Initial Loans and Letter of Credit Accommodations	86
4.2	Conditions Precedent to All Loans and Letter of Credit Accommodations	89
SECTION 5.	GRANT AND PERFECTION OF SECURITY INTEREST	90
5.1	Grant of Security Interest.	90
5.2	Perfection of Security Interests.	92
SECTION 6.	COLLECTION AND ADMINISTRATION	97
6.1	Borrowers’ Loan Accounts	97
6.2	Statements	97
6.3	Collection of Accounts.	97
6.4	Payments	100
6.5	Authorization to Make Loans	102

(ii)


6991691.13


6.6	Use of Proceeds	104
6.7	Appointment of Parent as Lead Borrower for Requesting Loans and Receipts of Loans and Statements	104
6.8	Pro Rata Treatment	105
6.9	Sharing of Payments, Etc.	105
6.10	Settlement Procedures; Defaulting Lenders	106
6.11	Taxes	113
6.12	Obligations Several; Independent Nature of Lenders’ Rights	116
6.13	Bank Products	117
SECTION 7.	COLLATERAL REPORTING AND COVENANTS	117
7.1	Collateral Reporting	117
7.2	Accounts Covenants	118
7.3	Inventory Covenants	119
7.4	Equipment and Real Property Covenants	121
7.5	Prescription Files Covenants	122
7.6	Rolling Stock Covenants	122
7.7	Eligible Life Insurance Policies	123
7.8	Power of Attorney	123
7.9	Right to Cure	124
7.10	Access to Premises	125
SECTION 8.	REPRESENTATIONS AND WARRANTIES	125
8.1	Corporate Existence, Power and Authority	126
8.2	Name; State of Organization; Chief Executive Office; Collateral Locations	126
8.3	Financial Statements; No Material Adverse Change	127
8.4	Priority of Liens; Title to Properties	127
8.5	Tax Returns	127
8.6	Litigation	127
8.7	Compliance with Other Agreements and Applicable Laws	128
8.8	Environmental Compliance	128
8.9	Employee Benefits	129
8.10	Bank Accounts	130
8.11	Intellectual Property	130
8.12	Subsidiaries; Affiliates; Capitalization; Solvency	131
8.13	Labor Disputes	131
8.14	Restrictions on Subsidiaries	131
8.15	Material Contracts	132
8.16	Credit Card Agreements	132
8.17	HIPAA Compliance	132
8.18	Compliance with Health Care Laws	133
8.19	Interrelated Businesses	134
8.20	Notices from Farm Products Sellers, etc.	134

(iii)


6991691.13


8.21	Pharmaceutical Laws.	135
8.22	No Default	135
8.23	Insurance	135
8.24	Margin Regulations; Investment Company Act.	135
8.25	Brokers	136
8.26	Customer and Trade Relations	136
8.27	Casualty	136
8.28	Nash-Finch Merger.	136
8.29	Designation of Senior Indebtedness	137
8.30	Senior Note Indenture	137
8.31	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	137
8.32	Patriot Act	137
8.33	Accuracy and Completeness of Information	137
8.34	Survival of Warranties; Cumulative	138
8.35	Affected Financial Institutions	138
SECTION 9.	AFFIRMATIVE AND NEGATIVE COVENANTS	138
9.1	Maintenance of Existence	138
9.2	New Collateral Locations	139
9.3	Compliance with Laws, Regulations, Etc.	139
9.4	Payment of Taxes and Claims	140
9.5	Insurance	140
9.6	Financial Statements and Other Information	141
9.7	Sale of Assets, Consolidation, Merger, Dissolution, Etc	144
9.8	Encumbrances	152
9.9	Indebtedness	154
9.10	Loans, Investments, Etc	161
9.11	Dividends and Redemptions	168
9.12	Transactions with Affiliates	170
9.13	Flood Insurance Compliance	170
9.14	End of Fiscal Years; Fiscal Quarters	170
9.15	Credit Card Agreements	171
9.16	Change in Business	171
9.17	Limitation of Restrictions Affecting Subsidiaries	171
9.18	Financial Covenants	172
9.19	License Agreements	172
9.20	Agricultural Products	173
9.21	After Acquired Real Property	174
9.22	Costs and Expenses	175
9.23	Foreign Assets Control Regulations, Etc	175
9.24	Formation of Subsidiaries	176
9.25	Further Assurances	177
9.26	Post-Closing Matters	177
9.27	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	177

(iv)


6991691.13


SECTION 10.	EVENTS OF DEFAULT AND REMEDIES	177
10.1	Events of Default	178
10.2	Remedies	181
SECTION 11.	JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW	185
11.1	Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver	185
11.2	Waiver of Notices	187
11.3	Amendments and Waivers	187
11.4	Waiver of Counterclaims	190
11.5	Indemnification	190
SECTION 12.	THE AGENT	191
12.1	Appointment, Powers and Immunities	191
12.2	Reliance by Administrative Agent	192
12.3	Events of Default	192
12.4	Wells in its Individual Capacity	192
12.5	Indemnification	193
12.6	Non‑Reliance on Administrative Agent and Other Lenders	193
12.7	Failure to Act	194
12.8	Additional Loans	194
12.9	Concerning the Collateral and the Related Financing Agreements	194
12.10	Field Audit, Examination Reports and other Information; Disclaimer by Lenders	195
12.11	Collateral Matters	196
12.12	Agency for Perfection	198
12.13	Agent May File Proofs of Claim	198
12.14	Successor Administrative Agent	199
12.15	Other Agent Designations	199
SECTION 13.	TERM OF AGREEMENT; MISCELLANEOUS	200
13.1	Term	200
13.2	Interpretative Provisions	201
13.3	Notices	203
13.4	Partial Invalidity	204
13.5	Confidentiality	204
13.6	Successors	205
13.7	Assignments; Participations	205
13.8	Entire Agreement	208
13.9	Patriot Act	208
13.10	Counterparts, Etc	208

(v)


6991691.13


13.11	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	208
13.12	Acknowledgment Regarding Any Supported QFCs. .	209
13.13	Erroneous Payments.	210
13.14	Rates. .	212
SECTION 14.	ACKNOWLEDGMENT AND RESTATEMENT	213
14.1	Existing Obligations	213
14.2	Acknowledgment of Security Interests	213
14.3	Existing Credit Agreements and Existing Nash-Finch Security Agreement	213
14.4	Restatement	213

(vi)


6991691.13

INDEX TO
EXHIBITS AND SCHEDULES


Exhibit A	Form of Assignment and Acceptance
Exhibit B	Form of Borrowing Base Certificate
Exhibit C	Information Certificate
Exhibit D-1 Exhibit D-2	Form of Consolidating Financial Statements Form of Consolidated Financial Statements
Exhibit E	Form of Compliance Certificate
Exhibit F	Commitments
Exhibit G Exhibit H	Form of Solvency Certificate Form of SOFR Loan Notice
Schedule 1.3	[Reserved]
Schedule 1.67	Eligible Real Property
Schedule 1.114 Schedule 1.157 Schedule 1.167	Freight Forwarders Mortgages Non-Operating Assets
Schedule 7.1	Collateral Reporting
Schedule 8.9	ERISA Matters
Schedule 8.16	Credit Card Agreements
Schedule 8.17	Business Associate Agreements
Schedule 8.18 Schedule 8.23 Schedule 9.6(e)	Participation Agreements Insurance Policies Website Address for Posting Documents
Schedule 9.7	Existing Subleases of Real Property
Schedule 9.14	Fiscal Year and Quarter Ends

(vii)


6991691.13


Schedule 9.26	Post-Closing Matters

(viii)


6991691.13

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Amended and Restated Loan and Security Agreement dated, and as amended and restated, as of November 19, 2013 (the “Effective Date”) is entered into by and among SpartanNash Company, a Michigan corporation, formerly known as Spartan Stores, Inc. (“Parent”), Spartan Stores Distribution, LLC, a Michigan limited liability company (“Stores Distribution”), Market Development, LLC, a Michigan limited liability company (“MDC”), SpartanNash Associates, LLC, a Michigan limited liability company, formerly known as Spartan Stores Associates, LLC (“Associates”), Family Fare, LLC, a Michigan limited liability company (“Family Fare”), Seaway Food Town, Inc., a Michigan corporation (“Seaway”), 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”), Spartan Properties Management, Inc., formerly known as Buckeye Real Estate Management Co., an Ohio corporation (“SPM”), Spartan Stores Fuel, LLC, a Michigan limited liability company (“Spartan Fuel”), Nash-Finch Company, a Delaware corporation, as surviving corporation of the merger with SS Delaware, Inc. (“Nash-Finch”), Pique Brands, Inc., a Delaware corporation, formerly known as Nash Brothers Trading Company (“Pique”), Super Food Services, Inc., a Delaware corporation (“Super Food”), U Save Foods, Inc., a Nebraska corporation (“U Save”), Hinky Dinky Supermarkets, Inc., a Nebraska corporation (“Hinky Dinky”), GTL Truck Lines, Inc., a Nebraska corporation (“GTL”), Erickson’s Diversified Corporation, a Wisconsin corporation (“Erickson’s”), MDV SpartanNash, LLC, a Delaware limited liability company (“MDV”), Caito Foods, LLC, a Michigan limited liability company (“Caito”), SpartanNash Logistics, LLC, a Michigan limited liability company, formerly known as BRT SpartanNash, LLC (“Logistics”), SpartanNash Procurement, LLC, a Michigan limited liability company (“SNP”), MSM Holdco, LLC, an Indiana limited liability company (“MSM Holdco”), Martin’s Super Markets L.L.C., an Indiana limited liability company (“MSM”), Martin’s Super Markets of Elkhart L.L.C., an Indiana limited liability company (“MSM of Elkhart”), Martin’s Super Markets of Elkhart East L.L.C., an Indiana limited liability company (“MSM of Elkhart East”), Martin’s Super Markets of Logansport L.L.C., an Indiana limited liability company (“MSM of Logansport”), Martin’s Super Markets of Niles L.L.C., an Indiana limited liability company (“MSM of Niles”), Martin’s Super Markets of Nappanee L.L.C., an Indiana limited liability company (“MSM of Nappanee”), Martin’s Super Markets of St. Joseph L.L.C., an Indiana limited liability company (“MSM of St. Joseph”), Martin’s Super Markets of Stevensville L.L.C., an Indiana limited liability company (“MSM of Stevensville”), Martin’s MO LLC, an Indiana limited liability company (“Martin’s MO”), County Development LLC, an Indiana limited liability company (“County Development”), Martin’s West LLC, an Indiana limited liability company (“Martin’s West”), 200 Elkhart Ave LLC, an Indiana limited liability company (“Elkhart Ave”), Martin’s Integrated Pharmacy Services LLC, an Indiana limited liability company (“Integrated Pharmacy”, and together with Parent, Stores Distribution, MDC, Associates, Family Fare, Seaway, Valley Farm, Gruber RE, Prevo, SPM, Spartan Fuel, Nash-Finch, Pique, Super Food, U Save, Hinky Dinky, GTL, Erickson’s, MDV, Caito, Logistics, SNP, MSM Holdco, MSM, MSM of Elkhart, MSM of Elkhart East, MSM of Logansport, MSM of Niles, MSM of Nappanee, MSM of St. Joseph, MSM of Stevensville, Martin’s MO, County Development, Martin’s West and Elkhart Ave, each individually a “Borrower” and collectively, “Borrowers”), any Person that at any time becomes a party hereto as a guarantor (each individually a “Guarantor” and collectively, “Guarantors”), the parties hereto from time to time


6991691.13

as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders”), Wells Fargo Capital Finance, LLC, a Delaware limited liability company, in its capacity as administrative and collateral agent for Lenders (in such capacity, “Administrative Agent”), Wells Fargo Bank, National Association, Bank of America, N.A. and Fifth Third Bank, as Joint Lead Arrangers and Joint Bookrunners (the “Arrangers”), Bank of America, N.A. and Fifth Third Bank, as Syndication Agents, BMO Harris Bank, N.A., and U.S. Bank, National Association, as Documentation Agents.

W I T N E S S E T H:

WHEREAS, Parent, Stores Distribution, MDC, Associates, Family Fare, Seaway, Valley Farm, Gruber RE, Prevo, SPM (the “Existing Spartan Borrowers”), Wells Fargo Capital Finance, LLC, successor by merger to Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation (Central), in its capacity as administrative and collateral agent for the lenders party thereto (in such capacity, the “Existing Spartan Agent”), and the lenders party thereto (the “Existing Spartan Lenders”) are parties to the Loan and Security Agreement, dated December 23, 2003, as amended 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. 6 to Loan and Security Agreement, dated as of May 22, 2007, Amendment No. 7 to Loan and Security Agreement, dated as of May 20, 2009, Amendment No. 8 to Loan and Security Agreement, dated as of May 4, 2010, Amendment No. 9 to Loan and Security Agreement, dated September 30, 2010, Amendment No. 10 to Loan and Security Agreement, dated July 19, 2011, Amendment No. 11 to Loan and Security Agreement, dated June 8, 2012 and Amendment No. 12 to Loan and Security Agreement, dated December 4, 2012 (as so amended, the “Existing Spartan Credit Agreement”), pursuant to which the Existing Spartan Lenders (or Existing Spartan Agent on behalf of Existing Spartan Lenders) have made loans (the “Existing Spartan Loans”) and arranged to be issued letters of credit (the “Existing Spartan Letters of Credit”) to or for the account of Existing Spartan Borrowers;

WHEREAS, Nash-Finch, Pique, Super Food, U Save, Hinky Dinky, GTL, Erickson’s, Grocery Supply, HD Falls City, Whitton (the “Existing Nash-Finch Borrowers”), Wells Fargo Capital Finance, LLC, in its capacity as administrative and collateral agent for the lenders party thereto (in such capacity, the “Existing Nash-Finch Agent”), and the lenders party thereto (the “Existing Nash-Finch Lenders”) are parties to the Credit Agreement, dated as of December 21, 2011, as amended by Amendment No. 1 to Credit Agreement, dated as of November 27, 2012 and Amendment No. 2 to Credit Agreement, dated as of April 10, 2013 (as so amended, the “Existing Nash-Finch Credit Agreement” and together with the Existing Spartan Credit Agreement, collectively, the “Existing Credit Agreements”), pursuant to which the Existing Nash-Finch Lenders (or Existing Nash-Finch Agent on behalf of Existing Nash-Finch Lenders) have made loans (the “Existing Nash-Finch Loans”) and arranged to be issued letters of credit (the “Existing Nash-Finch Letters of Credit” and together with the Existing Spartan Letters of Credit, collectively, the “Existing Letters of Credit”) to or for the account of Existing Nash-Finch Borrowers;


6991691.13	2

WHEREAS, in connection with the Nash-Finch Merger, Parent has formed a wholly-owned Subsidiary, SS Delaware, Inc., a Delaware corporation (“Merger Sub”), and, pursuant to the Nash-Finch Merger Agreement, upon the consummation of the Nash-Finch Merger, Nash-Finch will merge with and into Merger Sub with Nash-Finch as the surviving corporation;

WHEREAS, Borrowers and Guarantors have requested that Administrative Agent and Lenders amend and restate the Existing Credit Agreements and continue to make loans and provide other financial accommodations to Borrowers;

WHEREAS, Administrative Agent and Lenders have agreed to amend and restate the Existing Credit Agreements and each Lender (severally and not jointly) has agreed to make such loans and provide such financial accommodations to Borrowers on a pro rata basis according to its Commitment (as defined below), in each case, on the terms and conditions set forth herein; and

WHEREAS, Administrative Agent is willing to act as agent for Lenders on the terms and conditions set forth herein and the other Financing Agreements;

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Existing Credit Agreements shall be (and hereby are) amended and restated as follows:

SECTION 9. DEFINITIONS

For purposes of this Agreement, the following terms shall have the respective meanings given to them below:

9.1 “Account Debtor” shall mean a person obligated on an Account, and including, without limitation, an account debtor as such term is defined in the UCC, Credit Card Issuer, Credit Card Processor, Fiscal Intermediary or other Third Party Payor.

9.2 “Accounts” shall mean, as to each Borrower and Guarantor, all present and future rights of such Borrower and Guarantor to payment of a monetary obligation, whether or not earned by performance, which is not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred, or (d) arising out of the use of a credit or charge card or information contained on or for use with the card. The term “Accounts” as used herein shall include, without limitation, Credit Card Receivables, health-care-insurance receivables and any payments arising under or in connection with any coupon clearing arrangement.

9.3 “Adjusted Daily Simple SOFR” means, for any day (a “Simple SOFR Rate Day”), a rate per annum equal to the greater of (a) the sum of (i) SOFR for the day (such day, a “Simple SOFR Determination Day”) that is five (5) U.S. Government Securities Business Days prior to (A) if such Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Simple SOFR Rate Day or (B) if such Simple SOFR Rate Day is not a U.S. Government


6991691.13	3

Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided that if by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any Simple SOFR Determination Day, SOFR in respect of such Simple SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Adjusted Daily Simple SOFR has not occurred, then SOFR for such Simple SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided further that SOFR as determined pursuant to this proviso shall be utilized for purposes of calculation of Adjusted Daily Simple SOFR for no more than three (3) consecutive Simple SOFR Rate Days and (ii) the Simple SOFR Adjustment and (b) the Floor. Any change in Adjusted Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to any Borrower.

9.4 “Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

9.5 “Administrative Agent” shall mean Wells Fargo Capital Finance, LLC, in its capacity as administrative agent on behalf of the Lenders and as collateral agent on behalf of the Secured Parties pursuant to the terms hereof and any replacement or successor agent hereunder.

9.6 “Administrative Agent Payment Account” shall mean account no. 5000000030266 of Administrative Agent at Wells Fargo Bank, National Association, or such other account of Administrative Agent as Administrative Agent may from time to time designate to Lead Borrower as the Administrative Agent Payment Account for purposes of this Agreement and the other Financing Agreements.

9.7 “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

9.8 “Affiliate” shall mean, with respect to a specified Person, any other Person which directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such Person, and without limiting the generality of the foregoing, includes (a) any Person which beneficially owns or holds twenty (20%) percent or more of any class of Voting Stock of such Person or other equity interests in such Person, (b) any Person of which such Person beneficially owns or holds twenty (20%) percent or more of any class of Voting Stock or in which such Person beneficially owns or holds twenty (20%) percent or more of the equity interests and (c) any director or executive officer of such Person. For the purposes of this definition, the term “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by agreement or otherwise.


6991691.13	4

9.9 “Amendment No. 1” shall mean Amendment No. 1 to Amended and Restated Loan and Security Agreement, dated January 9, 2015, by and among Borrowers, Guarantors, Administrative Agent and Lenders, as amended, modified, supplemented, extended, renewed, restated or replaced.

9.10 “Amendment No. 2” shall mean Amendment No. 2 to Amended and Restated Loan and Security Agreement, dated December 20, 2016, by and among Borrowers, Guarantors, Administrative Agent and Lenders, as amended, modified, supplemented, extended, renewed, restated or replaced.

9.11 “Amendment No. 3” shall mean Amendment No. 3 to Amended and Restated Loan and Security Agreement, dated as of November 21, 2017, by and among Borrowers, Guarantors, Administrative Agent and Lenders, as amended, modified, supplemented, extended, renewed, restated or replaced.

9.12 “Amendment No. 4” shall mean Amendment No. 4 to Amended and Restated Loan and Security Agreement, dated as of December 18, 2018, by and among Borrowers, Guarantors, Administrative Agent and Lenders, as amended, modified, supplemented, extended, renewed, restated or replaced.

9.13 “Amendment No. 5” shall mean Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated March 22, 2019, by and among Borrowers, Guarantors, Administrative Agent and Lenders, as amended, modified, supplemented, extended, renewed, restated or replaced.

9.14 “Amendment No. 6” shall mean Amendment No. 6 to Amended and Restated Loan and Security Agreement, dated November 17, 2022, by and among Borrowers, Guarantors, Administrative Agent and Lenders, as amended, modified, supplemented, extended, renewed, restated or replaced.

9.15 “Amendment No. 6 Effective Date” shall mean November 17, 2022.

9.16 “Anti-Corruption Laws” shall mean the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and regulations or ordinances concerning or relating to bribery, money laundering or corruption in any jurisdiction in which any Borrower, any Guarantor or any of its or their respective Subsidiaries or Affiliates is located or is doing business. For purposes hereof, “FCPA” shall mean the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §78dd-1, et seq.), as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.

9.17 “Anti-Money Laundering Laws” shall mean the applicable laws or regulations in any jurisdiction in which any Borrower, any Guarantor or any of its or their respective Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.


6991691.13	5

9.18 “Applicable Margin” means, at any time, as to the interest rate for Base Rate Loans and the interest rate for SOFR Rate Loans the applicable percentage (on a per annum basis) set forth below if the Monthly Average Excess Availability for the immediately preceding calendar month is at or within the amounts indicated for such percentage:


Tier	Monthly Average Excess Availability	Applicable SOFR Rate Margin for Tranche A Revolving Loans	Applicable SOFR Rate Margin for Tranche A-1 Revolving Loans	Applicable Base Rate Margin for Tranche A Revolving Loans	Applicable Base Rate Margin for Tranche A-1 Revolving Loans
1	Greater than 60% of the Maximum Credit	1.25%	2.25%	.25%	1.25%
2	Less than or equal to 60% of the Maximum Credit	1.50%	2.50%	.50%	1.50%

provided, that, the Applicable Margin shall be calculated and established once each calendar month based on the Monthly Average Excess Availability for the immediately preceding calendar month and shall remain in effect until adjusted thereafter as of the first day of the next month. In the event that at any time after the end of a calendar month the Monthly Average Excess Availability for such calendar month used for the determination of the Applicable Margin is determined by Administrative Agent to have been greater or less than the actual amount of the Monthly Average Excess Availability for such calendar month, the Applicable Margin for such prior calendar month shall be adjusted to the applicable percentage based on such actual Monthly Average Excess Availability and, as applicable, any additional interest for the applicable period as a result of such recalculation shall be promptly paid to Administrative Agent, or any excess payment of interest for the applicable period as a result of such recalculation shall be promptly reimbursed to Borrowers by Administrative Agent.

9.19 “Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

9.20 “Arrangers” shall mean, collectively, Wells Fargo Bank, National Association, Bank of America, N.A. and Fifth Third Bank, in their capacities as Joint Lead Arrangers and Joint Bookrunners; each sometimes being referred to herein individually as an “Arranger”.

9.21 “Assignment and Acceptance” shall mean an Assignment and Acceptance substantially in the form of Exhibit A attached hereto (with blanks appropriately completed)


6991691.13	6

delivered to Administrative Agent in connection with an assignment of a Lender’s interest hereunder in accordance with the provisions of Section 13.7 hereof.

9.22 “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.4.

9.23 “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

9.24 “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

9.25 “Bank of America” shall mean Bank of America, N.A., a national banking association, and its successors and assigns.

9.26 “Bank Product Provider” shall mean any Lender or Affiliate of Lender that provides any Bank Products to Borrowers or Guarantors.

9.27 “Bank Products” shall mean any one or more of the following types or services or facilities provided to a Borrower or a Guarantor by a Bank Product Provider: (a) credit cards, debit cards or stored value cards or the processing of credit card, debit card or stored value card sales or receipts, (b) purchase cards (including so-called “procurement cards” or “P-cards”), (c) cash management or related services, including (i) the automated clearinghouse transfer of funds for the account of a Borrower pursuant to agreement or overdraft for any accounts of Borrowers maintained at Administrative Agent or any Bank Product Provider that are subject to the control of Administrative Agent pursuant to any Deposit Account Control Agreement to which Administrative Agent or such Bank Product Provider is a party, as applicable, (ii) controlled disbursement services, and (iii) card-based accounts payable payment services and (d) Hedge Agreements if and to the extent permitted hereunder.

9.28 “Base Rate” shall mean the greatest of (a) the Federal Funds Rate plus one-half of one (½%) percent, (b) Term SOFR for a one month tenor in effect on such day, plus 1%,


6991691.13	7

provided that this clause (b) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable, and (c) the rate of interest announced, from time to time, within Wells Fargo Bank, National Association at its principal office in San Francisco as its “prime rate”, subject to each increase or decrease in such “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate (and, if any such announced rate is below zero, then the rate determined pursuant to this clause (c) shall be deemed to be zero).

9.29 “Base Rate Loans” shall mean any Loans or portion thereof on which interest is payable based on the Base Rate in accordance with the terms thereof. All Swing Line Loans shall be Base Rate Loans.

9.30 “Benchmark” means, initially, Adjusted Daily Simple SOFR or the Term SOFR Reference Rate, as applicable; provided that if a Benchmark Transition Event has occurred with respect to Adjusted Daily Simple SOFR, the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.4(a).

9.31 “Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Lead Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement shall be deemed to be the Floor for the purposes of this Agreement and the other Financing Agreements.

9.32 “Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Lead Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

9.33 “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


6991691.13	8

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

9.34 “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.


6991691.13	9

For the avoidance of doubt, if the then-current Benchmark has any Available Tenors, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

9.35 “Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

9.36 “Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Agreement in accordance with Section 3.4 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Agreement in accordance with Section 3.4.

9.37 “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

9.38 “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

9.39 “BHC Act Affiliate” of a Person means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person.

9.40 “Blocked Accounts” shall have the meaning set forth in Section 6.3 hereof.

9.41 “Borrowing Base Certificate” shall mean a certificate substantially in the form of Exhibit B hereto, as such form may from time to time be modified by Administrative Agent, which is duly completed (including all schedules thereto) and executed by the chief financial officer, vice president of finance, treasurer, corporate treasurer, or controller of Parent and delivered to Administrative Agent.

9.42 “Business Day” means any day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed.

9.43 "Capital Expenditures" shall mean with respect to any Person for any period the aggregate of all expenditures by such Person and its Subsidiaries during such period that in accordance with GAAP are recorded on the statement of cash flows as purchases of property and equipment.

9.44 “Capital Leases” shall mean, as applied to any Person, any lease of (or any agreement conveying the right to use) any property (whether real, personal or mixed) by such


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Person as lessee which in accordance with GAAP, is required to be reflected as a liability on the balance sheet of such Person.

9.45 “Capital Stock” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person’s capital stock or partnership, limited liability company or other equity interests at any time outstanding, and any and all rights, warrants or options exchangeable for or convertible into such capital stock or other interests (but excluding any debt security that is exchangeable for or convertible into such capital stock).

9.46 “Cash Dominion Event” shall mean at any time (a) an Event of Default shall exist or have occurred and be continuing or (b) Excess Availability is less than ten (10%) percent of the Maximum Credit for any two (2) consecutive Business Days or is less than seven and one-half (7.5%) percent of the Maximum Credit on any day; provided, that, (ii) to the extent that the Cash Dominion Event has occurred due to clause (b) of this definition, if Excess Availability shall be equal to or greater than ten (10%) percent of the Maximum Credit for not less than ninety (90) consecutive days, the Cash Dominion Event shall no longer be deemed to exist or be continuing until such time as Excess Availability may again be less than such amount and (iii) a Cash Dominion Event may not be cured as contemplated by clause (i) more than two (2) times in any fiscal year or more than four (4) times during the term of the Credit Facility.

9.47 “Cash Equivalents” shall mean, at any time, (a) any evidence of Indebtedness with a maturity date of ninety (90) days or less issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof; provided, that, the full faith and credit of the United States of America is pledged in support thereof; (b) certificates of deposit or bankers’ acceptances with a maturity of ninety (90) days or less of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $250,000,000; (c) commercial paper (including variable rate demand notes) with a maturity of ninety (90) days or less issued by a corporation (except an Affiliate of any Borrower or Guarantor) organized under the laws of any State of the United States of America or the District of Columbia and rated at least A-1 by Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc. or at least P-1 by Moody’s Investors Service, Inc.; (d) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clause (a) above entered into with any financial institution having combined capital and surplus and undivided profits of not less than $250,000,000; (e) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any governmental agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days or less from the date of acquisition; provided, that, the terms of such agreements comply with the guidelines set forth in the Federal Financial Agreements of Depository Institutions with Securities Dealers and Others, as adopted by the Comptroller of the Currency on October 31, 1985; and (f) investments in money market funds and mutual funds which invest substantially all of their assets in securities of the types described in clauses (a) through (e) above.

9.48 “Cash Surrender Value” shall mean the amount of cash that the Life Insurance Company will pay the holder of the Life Insurance Policy upon cancellation or termination as


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certified by the Life Insurance Company, as evidenced in writing from time to time by a Life Insurance Company acceptable to Administrative Agent in form and substance satisfactory to Administrative Agent.

9.49 “Certificates of Title” shall mean any certificates of title, certificates of ownership or any other registration certificates issued under the laws of any State or Commonwealth of the United States of America or any political subdivision thereof with respect to motor vehicles or other vehicles.

9.50 “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, (c) any new, or adjustment to, requirements prescribed by the FRB for “Eurocurrency Liabilities” (as defined in Regulation D of the FRB), requirements imposed by the Federal Deposit Insurance Corporation, or similar requirements imposed by any domestic or foreign governmental authority or resulting from compliance by the Administrative Agent or any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority and related in any manner to Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or (d) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

9.51 “Change of Control” shall mean (a) the transfer (in one transaction or a series of transactions) of all or substantially all of the assets of any Borrower or Guarantor to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), other than as permitted in Section 9.7 hereof; (b) the liquidation or dissolution of any Borrower or Guarantor or the adoption of a plan by the stockholders of any Borrower or Guarantor relating to the dissolution or liquidation of such Borrower or Guarantor, other than as permitted in Section 9.7 hereof; (c) the acquisition by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), of beneficial ownership, directly or indirectly, of more than thirty (30%) percent of the voting power of the total outstanding Voting Stock of Parent; (d) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Parent (together with any new directors whose nomination for election or election was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Parent then still in office; (e) the failure of Parent to own directly or indirectly one hundred (100%) percent of the voting power of the total outstanding Voting Stock of any other Borrower or Guarantor (except to the extent resulting from mergers, consolidations, liquidations or dissolutions permitted under Section 9.7 hereof); or (f) the occurrence of any “change in control”


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(or similar term) as defined in the Senior Note Indenture or in the documents governing the Qualified Debt Offering.

9.52 “Code” shall mean the Internal Revenue Code of 1986, as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

9.53 “Collateral” shall have the meaning set forth in Section 5 hereof.

9.54 “Collateral Access Agreement” shall mean an agreement in writing, in form and substance satisfactory to Administrative Agent, by any lessor of premises to any Borrower or Guarantor, or any other person to whom any Collateral is consigned or who has custody, control or possession of any such Collateral or is otherwise the owner or operator of any premises on which any of such Collateral is located, in favor of Administrative Agent with respect to the collateral located at such premises or otherwise in the custody, control or possession of such person.

9.55 “Collateral Assignment of Life Insurance Policies” shall mean, in form and substance satisfactory to Administrative Agent, the Collateral Assignment of Life Insurance Policies, as may be delivered after the date of Amendment No. 4, between Borrowers and Administrative Agent with respect to each of the Life Insurance Policies, as the same may be amended, modified, supplemented, extended, renewed, restated or replaced.

9.56 “Commitments” shall mean, collectively, the Tranche A Commitment, and the Tranche A-1 Commitments; sometimes being individually referred to herein as a “Commitment”.

9.57 “Conforming Changes” means, with respect to either the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.4 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Financing Agreements).

9.58 “Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries, on a consolidated basis, for such period (and as to Borrowers and Guarantors, excluding to the extent


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included therein (i) any extraordinary, one-time or non-recurring gains, (ii) extraordinary, one-time or non-recurring non-cash losses or charges, and (iii) operations that have been discontinued on or before the Effective Date), and after deducting the Provision for Taxes for such period, all as determined in accordance with GAAP; provided, that, (a) the net income of any Person that is not a wholly-owned Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid or payable to such Person or a wholly-owned Subsidiary of such Person; (b) except to the extent included pursuant to the foregoing clause, the net income of any Person accrued prior to the date it becomes a wholly-owned Subsidiary of such Person or is merged into or consolidated with such Person or any of its wholly-owned Subsidiaries or that Person’s assets are acquired by such Person or by any of its wholly-owned Subsidiaries shall be excluded; (c) the effect of any change in accounting principles adopted by such Person or its Subsidiaries after the Effective Date shall be excluded; (d) net income shall exclude interest accruing, but not paid on indebtedness owing to a Subsidiary or parent corporation of such Person; and (e) the net income (if positive) of any wholly-owned Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such wholly-owned Subsidiary to such Person or to any other wholly-owned Subsidiary of such Person is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such wholly-owned Subsidiary shall be excluded. For the purposes of this definition, net income excludes any gain and non-cash loss together with any related Provision for Taxes for such gain and non-cash loss realized upon the sale or other disposition of any assets that are not sold in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions and for this purpose sales or other dispositions of retail store locations or distribution centers shall not be deemed to be in the ordinary course of the business of Borrowers and Guarantors) or of any Capital Stock of such Person or a Subsidiary of such Person and any net income or non-cash loss realized as a result of changes in accounting principles or the application thereof to such Person.

9.59 “Covered Party” has the meaning specified in Section 13.12.

9.60 “Credit Card Acknowledgments” shall mean, collectively, the agreements by Credit Card Issuers or Credit Card Processors who are parties to Credit Card Agreements in favor of Administrative Agent acknowledging Administrative Agent’s first priority security interest, in the monies due and to become due to a Borrower or Guarantor (including, without limitation, credits and reserves) under the Credit Card Agreements, and agreeing to transfer all such amounts to the Blocked Accounts, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced; sometimes being referred to herein individually as a “Credit Card Acknowledgment”.

9.61 “Credit Card Agreements” shall mean all agreements now or hereafter entered into by any Borrower or any Guarantor for the benefit of any Borrower, in each case with any Credit Card Issuer or any Credit Card Processor, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, including, but not limited to, the agreements set forth on Schedule 8.16 hereto.

9.62 “Credit Card Issuer” shall mean any person (other than a Borrower or Guarantor) who issues or whose members issue credit cards, including, without limitation, MasterCard or


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VISA bank credit or debit cards or other bank credit or debit cards issued through MasterCard International, Inc., Visa, U.S.A., Inc. or Visa International and American Express, Discover, Diners Club, Carte Blanche and other non-bank credit or debit cards, including, without limitation, credit or debit cards issued by or through American Express Travel Related Services Company, Inc. or Discover Financial Services, Inc.

9.63 “Credit Card Processor” shall mean any servicing or processing agent or any factor or financial intermediary who facilitates, services, processes or manages the credit authorization, billing transfer and/or payment procedures with respect to any Borrower’s or Guarantor’s sales transactions involving credit card or debit card purchases by customers using credit cards or debit cards issued by any Credit Card Issuer.

9.64 “Credit Card Receivables” shall mean, collectively, (a) each “payment intangible” (as defined in the UCC) together with all income, payments and proceeds thereof, owed by a Credit Card Issuer or Credit Card Processor to a Loan Party resulting from charges by a customer of a Loan Party on credit or debit cards issued by such Credit Card Issuer in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business, (b) all present and future rights of any Borrower or Guarantor to payment from any Credit Card Issuer, Credit Card Processor or other third party arising from sales of goods or rendition of services to customers who have purchased such goods or services using a credit card or debit card and (c) all present and future rights of any Borrower or Guarantor to payment from any Credit Card Issuer, Credit Card Processor or other third party in connection with the sale or transfer of Accounts arising pursuant to the sale of goods or rendition of services to customers who have purchased such goods or services using a credit card or a debit card, including, but not limited to, all amounts at any time due or to become due from any Credit Card Issuer or Credit Card Processor under the Credit Card Agreements or otherwise.

9.65 “Credit Facility” shall mean the Loans and Letter of Credit Accommodations provided to or for the benefit of any Borrower pursuant to Sections 2.1, 2.2, 2.3 and 2.4 hereof.

9.66 “Customer Credit Liabilities” shall mean at any time, the aggregate remaining value at such time of (a) outstanding gift certificates and gift cards of Borrowers and Guarantors entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of the purchase price for any Inventory, and (b) outstanding merchandise credits and customer deposits of Borrowers and Guarantors.

9.67 “Daily Simple SOFR Loan” means a Loan that bears interest at a rate determined by reference to Adjusted Daily Simple SOFR.

9.68 “Default” shall mean an act, condition or event which with notice or passage of time or both would constitute an Event of Default.

9.69 “Defaulting Lender” shall have the meaning set forth in Section 6.10 hereof.

9.70 “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.


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9.71 “Deposit Account Control Agreement” shall mean an agreement in writing, in form and substance satisfactory to Administrative Agent, by and among Administrative Agent, the Borrower or Guarantor with a deposit account at any bank and the bank at which such deposit account is at any time maintained which provides that such bank will comply with instructions originated by Administrative Agent directing disposition of the funds in the deposit account without further consent by such Borrower or Guarantor and has such other terms and conditions as Administrative Agent may require.

9.72 [Reserved].

9.73 “Distribution Division” shall mean the operations of Parent, Associates, Stores Distribution, Valley Farm, MDC, Nash-Finch, Pique, Super Food and GTL (together with their respective successors and assigns) consisting of (a) distribution of groceries, produce, dairy products, meat, deli, bakery , frozen food, seafood, floral products, general merchandise, pharmacy and health and beauty care items, including, but not limited to, distribution of private brand grocery and general merchandise to independent grocery and convenience stores as well as grocery stores, pharmacies, convenience stores and fuel centers owned by Borrowers or any of their Subsidiaries and (b) providing various services to independent distribution customers.

9.74 “EBITDA” shall mean, as to any Person, with respect to any period, an amount equal to: (a) the Consolidated Net Income of such Person and its Subsidiaries for such period, plus (b) depreciation and amortization plus (c) Interest Expense and non-operating income or expense for such period (to the extent deducted in the computation of Consolidated Net Income of such Person), plus (d) the Provision for Taxes for Federal and State income taxes for such period (to the extent deducted in the computation of Consolidated Net Income of such Person), plus (e) all charges with respect to the Michigan Corporate Income Tax as levied by the Michigan Department of Treasury or any replacement taxes thereof for such period (to the extent deducted in the computation of Consolidated Net Income for such Person), plus (f) other cash and non-cash charges associated with restructuring and exit costs, asset impairments, and other items detailed as non-GAAP adjustments as reported in a Form 10-K or a Form 10-Q of Parent filed with the Securities and Exchange Commission for such period (to the extent deducted in the computation of Consolidated Net Income of such Person), minus (g) non-recurring gains or income similarly reported as non-GAAP adjustments in a Form 10-K or a Form 10-Q.

9.75 “EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

9.76 “EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

9.77 “EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


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9.78 “Eligible Accounts” shall mean Accounts (other than Credit Card Receivables and Military Receivables but including Medicare Accounts, Medicaid Accounts and Accounts arising under any coupon clearing arrangement) created by a Borrower which are and continue to be acceptable to Administrative Agent in good faith based on the criteria set forth below. In general, Accounts shall be Eligible Accounts if:

(a) such Accounts arise from the actual and bona fide sale and delivery of goods by such Borrower or rendition of services by such Borrower in the ordinary course of its business which transactions are completed in accordance with the terms and provisions contained in any documents related thereto;

(b) such Accounts are not unpaid (i) for Accounts with stated terms of fifteen (15) days or greater, more than sixty (60) days after the original due date thereof or more than ninety (90) days after the original invoice or statement date (as applicable), provided, that, Accounts which are unpaid more than ninety (90) days after the original invoice or statement date may be eligible so long as (A) such Accounts are not unpaid more than one hundred eighty (180) days from the original invoice or statement date, (B) no more than $3,000,000 of such Accounts may be Eligible Accounts at any time and (C) such Accounts are not unpaid after the original due date thereof or (ii) for Accounts with stated terms of less than fifteen (15) days, more than thirty (30) days after the original due date thereof or more than ninety (90) days after the original invoice or statement date (as applicable) (it being understood that the statement date is applicable to Accounts of the Distribution Division);

(d) such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the Account Debtor may be conditional or contingent;

(e) the chief executive office of the Account Debtor with respect to such Accounts is located in the United States of America or Canada (provided, that, at any time promptly upon Administrative Agent’s request, such Borrower shall execute and deliver, or cause to be executed and delivered, such other agreements, documents and instruments as may be required by Administrative Agent to perfect the security interests of Administrative Agent in those Accounts of an Account Debtor with its chief executive office or principal place of business in Canada in accordance with the applicable laws of the Province of Canada in which such chief executive office or principal place of business is located and take or cause to be taken such other and further actions as Administrative Agent may request to enable Administrative Agent as secured party with respect thereto to collect such Accounts under the applicable Federal or Provincial laws of Canada) or, at Administrative Agent’s option, if the chief executive office and principal place of business of the Account Debtor with respect to such Accounts is located other than in the United States of America or Canada, then if either: (i) the Account Debtor has delivered to such Borrower an irrevocable letter of credit issued or confirmed by a bank satisfactory to Administrative Agent and payable only in the United States of America and in U.S. dollars, sufficient to cover such Account, in form and substance satisfactory to Administrative Agent and if required by Administrative Agent, the original of such letter of


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credit has been delivered to Administrative Agent or Administrative Agent’s agent, and such Borrower has complied with the terms of Section 5.2(h) hereof with respect to the assignment of the proceeds of such letter of credit to Administrative Agent or naming Administrative Agent as transferee beneficiary thereunder, as Administrative Agent may specify, or (ii) such Account is subject to credit insurance payable to Administrative Agent issued by an insurer and on terms and in an amount acceptable to Administrative Agent, provided, that, the aggregate amount of such Accounts that may be Eligible Accounts shall not exceed $7,500,000 at any time or (iii) such Account is otherwise acceptable in all respects to Administrative Agent (subject to such lending formula with respect thereto as Administrative Agent may determine);

(f) such Accounts do not consist of progress billings (such that the obligation of the Account Debtors with respect to such Accounts is conditioned upon such Borrower’s satisfactory completion of any further performance under the agreement giving rise thereto), bill and hold invoices or retainage invoices, except as to bill and hold invoices, if Administrative Agent shall have received an agreement in writing from the Account Debtor, in form and substance satisfactory to Administrative Agent, confirming the unconditional obligation of the Account Debtor to take the goods related thereto and pay such invoice;

(g) the Account Debtor with respect to such Accounts has not asserted a counterclaim, defense or dispute and is not owed any amounts that may give rise to any right of setoff or recoupment against such Accounts (but the portion of the Accounts of such Account Debtor in excess of the amount at any time and from time to time owed by such Borrower to such Account Debtor or claimed owed by such Account Debtor may be deemed Eligible Accounts),

(h) there are no facts, events or occurrences which would impair the validity, enforceability or collectability of such Accounts;

(i) such Accounts are subject to the first priority, valid and perfected security interest of Administrative Agent and any goods giving rise thereto are not, and were not at the time of the sale thereof, subject to any liens except those permitted in this Agreement that are subject to an intercreditor agreement in form and substance satisfactory to Administrative Agent between the holder of such security interest or lien and Administrative Agent;

(j) neither the Account Debtor nor any officer or employee of the Account Debtor with respect to such Accounts is an officer, employee, agent or other Affiliate of any Borrower or Guarantor, except that up to $10,000,000 of Accounts at any time due from an Account Debtor that is an Affiliate but is not an individual or a Borrower or Guarantor or a Subsidiary of a Borrower or Guarantor which Account arises in the ordinary course of business and on an arms-length basis on the same terms and conditions as for a receivable due from an unaffiliated company and without any special consideration may be Eligible Accounts;

(k) the Account Debtors with respect to such Accounts are not any foreign government, the United States of America, any State, political subdivision, department, agency or instrumentality thereof, unless, if the Account Debtor is the United States of America, any State, political subdivision, department, agency or instrumentality thereof, upon Administrative Agent’s request, the Federal Assignment of Claims Act of 1940, as amended or any similar State


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or local law, if applicable, has been complied with in a manner satisfactory to Administrative Agent or except as to Medicaid Accounts, Medicare Accounts and Accounts arising from WIC, Supplemental Nutrition Assistance Program or other food stamp programs, such Accounts otherwise constitute Eligible Accounts hereunder;

(l) there are no proceedings or actions which are threatened or pending against the Account Debtors with respect to such Accounts which might result in any material adverse change in any such Account Debtor’s financial condition (including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar proceeding);

(m) (i) the aggregate amount of such Accounts owing by a single Account Debtor that is not an Investment Grade Account Debtor do not constitute more than twenty (20%) percent of the aggregate amount of all otherwise Eligible Accounts and Eligible Military Receivables of Borrowers, and (ii) the aggregate amount of such Accounts owing by a single Investment Grade Account Debtor do not constitute more than twenty-five (25%) percent of the aggregate amount of all otherwise Eligible Accounts and Eligible Military Receivables of Borrowers (but, in each case, the portion of such Accounts not in excess of the applicable percentages may be deemed Eligible Accounts);

(n) such Accounts are not owed by an Account Debtor who has Accounts unpaid (i) for Accounts with stated terms of fifteen (15) days or greater, more than sixty (60) days after the original due date thereof or more than ninety (90) days after the original invoice or statement date (as applicable) or (ii) for Accounts with stated terms of less than fifteen (15) days, more than thirty (30) days after the original due date thereof or more than ninety (90) days after the original invoice or statement date (as applicable), in any case which constitute more than fifty (50%) percent of the total Accounts of such Account Debtor (it being understood that the statement date is applicable to Accounts of the Distribution Division);

(o) the Account Debtor is not located in a state requiring the filing of a Notice of Business Activities Report or similar report in order to permit such Borrower to seek judicial enforcement in such State of payment of such Account, unless such Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year or such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or material cost;

(p) such Accounts are owed by Account Debtors whose total indebtedness to such Borrower does not exceed the credit limit with respect to such Account Debtors as determined by such Borrower from time to time, to the extent such credit limit as to any Account Debtor is established consistent with the current practices of such Borrower as of the Effective Date and such credit limit is acceptable to Administrative Agent (but the portion of the Accounts not in excess of such credit limit may be deemed Eligible Accounts);

(q) the collection of such Accounts are not, in Administrative Agent’s good faith discretion, believed to be doubtful, including by reason of the Account Debtors financial condition;


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(r) as to Medicaid Accounts, (i) the claim for reimbursement related to such Account has been submitted to the appropriate Fiscal Intermediary in accordance with the applicable regulations under Medicaid within thirty (30) days from the date the claim arose, (ii) the person to whom the goods were sold is an eligible Medicaid beneficiary at the time such goods are sold and such eligibility has been verified by the Borrower making such sale, (iii) such Account is owed to a Borrower who is not under any investigation (other than the periodic audits conducted by a Fiscal Intermediary in the ordinary course of business) or subject to any action or proceeding concerning the status of such Borrower as a Certified Medicaid Provider and/or the payments under Medicaid to such Borrower have not been contested, suspended, delayed, deferred or otherwise postponed due to any investigation, action or proceeding by the U.S. Justice Department or any other Governmental Authority, (iv) the amount of such Account does not exceed the amounts to which the Borrower making such sale is entitled to reimbursement for such eligible Medicaid beneficiary under applicable Medicaid regulations (provided, that, to the extent that the amount of any such excess is de minimis, the portion of the Account not in excess of the reimbursable amount may be deemed an Eligible Account), (v) all authorization and billing procedures and documentation required in order for the Borrower making such sale to be reimbursed and paid on such Account by the Fiscal Intermediary have been properly completed and satisfied to the extent required in order for such Borrower to be so reimbursed and paid and (vi) the terms of the sale giving rise to such Accounts and all practices of such Borrower and Guarantors with respect to such Accounts comply in all material respects with applicable Federal, State, and local laws and regulations; provided, that, in no event shall the aggregate amount of Medicaid Accounts, Medicare Accounts and Accounts arising from WIC, Supplemental Nutrition Assistance Program or other food stamp programs that are deemed to be Eligible Accounts (but without limitation as to the amount of such Accounts) exceed $7,500,000 or such higher amount (not to exceed $12,500,000) as Administrative Agent may agree in writing;

(s) as to Medicare Accounts, (i) the claim for reimbursement related to such Account has been submitted to the appropriate Fiscal Intermediary in accordance with the applicable regulations under Medicare within thirty (30) days from the date the claim arose, (ii) the person to whom the goods were sold is an eligible Medicare beneficiary at the time such goods are sold and such eligibility has been verified by the Borrower making such sale, (iii) such Account is owed to a Borrower who is not under any investigation (other than the periodic audits conducted by a Fiscal Intermediary in the ordinary course of business) or subject to any action or proceeding concerning the status of such Borrower as a Certified Medicare Provider and/or the payments under Medicare to such Borrower have not been contested, suspended, delayed, deferred or otherwise postponed due to any investigation, action or proceeding by the U.S. Justice Department or any other Governmental Authority, (iv) the amount of such Account does not exceed the amounts to which the Borrower making such sale is entitled to reimbursement for such eligible Medicare beneficiary under applicable Medicare regulations (provided, that, to the extent that the amount of any such excess is de minimis, the portion of the Account not in excess of the reimbursable amount may be deemed an Eligible Account); (v) all authorization and billing procedures and documentation required in order for the Borrower making such sale to be reimbursed and paid on such Account by the Fiscal Intermediary have been properly completed and satisfied to the extent required for such Borrower to be so reimbursed and paid, and (vi) the terms of the sale giving rise to such Accounts and all practices of such Borrower and Guarantors


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with respect to such Accounts comply in all material respects with applicable Federal, State, and local laws and regulations; provided, that, in no event shall the aggregate amount of Medicaid Accounts, Medicare Accounts and Accounts arising from WIC, Supplemental Nutrition Assistance Program or other food stamp programs that are deemed to be Eligible Accounts (but without limitation as to the amount of such Accounts) exceed $7,500,000 or such higher amount (not to exceed $12,500,000) as Administrative Agent may agree in writing;

(t) Accounts arising under any coupon clearing arrangements between a Borrower and a third party, provided, that, the aggregate amount of such Accounts that may be Eligible Accounts shall not exceed $1,000,000 at any time;

(u) as to Accounts where the Account Debtor is a Third Party Payor (other than for Medicare Accounts and Medicaid Accounts), (i) the Borrower making the sale giving rise to such Account has a valid and enforceable agreement with the Third Party Payor providing for payment to such Borrower or such Borrower is otherwise entitled to payment under the terms of its arrangements with the insurance company that is the Third Party Payor, and such agreement and arrangements are in full force and effect and there is no default thereunder that would be a basis for such Third Party Payor to cease or suspend any payments to such Borrower (including any deductions, setoffs or defenses), (ii) the goods sold giving rise to such Account are of the type that are covered under the agreement or arrangements with the Third Party Payor and the party receiving such goods is entitled to coverage under such agreement or arrangement, (iii) the Borrower making the sale giving rise to such Account has contacted the Third Party Payor or otherwise received confirmation from such Third Party Payor that the party receiving the goods is entitled to coverage under the terms of the agreement with such Third Party Payor and the Borrower is entitled to reimbursement for such Account, (iv) the amount of such Account does not exceed the amounts to which the Borrower making such sale is entitled to reimbursement for the goods sold under the terms of such agreements or arrangements (provided, that, to the extent that the amount of any such excess is de minimis, the portion of the Account not in excess of the reimbursable amount may be deemed an Eligible Account), (v) there are no contractual or statutory limitations or restrictions on the rights of the Borrower making such sale to assign its rights to payment arising as a result thereof or to grant any security interest therein, (vi) all authorization and billing procedures and documentation required in order for the Borrower making such sale to be reimbursed and paid on such Account by the Third Party Payor have been properly completed and satisfied to the extent required for such Borrower to be so reimbursed and paid and (vii) the terms of the sale giving rise to such Accounts and all practices of such Borrower and Guarantors with respect to such Accounts comply in all material respects with applicable Federal, State, and local laws and regulations; and

(v) the Account Debtor with respect to such Accounts is not a Sanctioned Person or a Sanctioned Entity.

The criteria for Eligible Accounts set forth above may be revised from time to time by Administrative Agent in its good faith determination to address the results of any collateral and/or field examination performed by or on behalf of Administrative Agent after the Effective Date. Any Accounts that are not Eligible Accounts shall nevertheless be part of the Collateral.


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9.79 “Eligible Cash and Cash Equivalents” shall mean cash and cash equivalents of the Borrowers from time to time deposited in an account in the name of a Borrower maintained with a Lender or any Affiliate of a Lender (excluding any amounts on deposit in any account that is designated to hold cash collateral for Letter of Credit Accommodations, in the Administrative Agent Payment Account or in any other escrow, special purpose or restricted account, such as an account specifically designated for payroll or sales taxes) and subject to a Deposit Account Control Agreement or an Investment Property Control Agreement, as the case may be, in favor of the Administrative Agent (which Deposit Account Control Agreement or Investment Property Control Agreement provides that the Administrative Agent has sole control of the disposition of the amounts so deposited, whether or not a Cash Dominion Event exists), which account is subject to a first priority perfected security interest in favor of the Administrative Agent.

9.80 “Eligible Credit Card Receivables” shall mean, as to each Borrower, Credit Card Receivables of such Borrower which are and continue to be acceptable to Administrative Agent in good faith based on the criteria set forth below. Credit Card Receivables shall be Eligible Credit Card Receivables if:

(a) such Credit Card Receivables arise from the actual and bona fide sale and delivery of goods or rendition of services by such Borrower in the ordinary course of the business of such Borrower which transactions are completed in accordance with the terms and provisions contained in any agreements binding on such Borrower or the other party or parties related thereto;

(b) such Credit Card Receivables are not past due (beyond any stated applicable grace period, if any, therefor) pursuant to the terms set forth in the Credit Card Agreements with the Credit Card Issuer or Credit Card Processor of the credit card or debit card used in the purchase which give rise to such Credit Card Receivables;

(c) such Credit Card Receivables are not unpaid more than seven (7) days after the date of the sale of Inventory giving rise to such Credit Card Receivables;

(d) all material procedures required by the Credit Card Issuer or the Credit Card Processor of the credit card or debit card used in the purchase which gave rise to such Credit Card Receivables shall have been followed by such Borrower (including, but not limited to, obtaining any required authorization and approval by such Credit Card Issuer or Credit Card Processor for the sale giving rise to such Credit Card Receivables and submitting all materials required by the Credit Card Issuer or Credit Card Processor obligated in respect of such Credit Card Receivables in order for such Borrower to be entitled to payment in respect thereof) and all documents required for the authorization and approval by such Credit Card Issuer or Credit Card Processor shall have been obtained in connection with the sale giving rise to such Credit Card Receivables;

(e) such Credit Card Receivables comply with the applicable terms and conditions contained in Section 7.2 of this Agreement;

(f) the Credit Card Issuer or Credit Card Processor with respect to such Credit Card Receivables has not asserted a counterclaim, defense or dispute and does not have, and


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does not engage in transactions which may give rise to, any right of setoff against such Credit Card Receivables (other than setoffs to fees and chargebacks consistent with the practices of such Credit Card Issuer or Credit Card Processor with such Borrower as of the Effective Date or as such practices may change as a result of changes to the policies of such Credit Card Issuer or Credit Card Processor applicable to its customers generally and unrelated to the circumstance of such Borrower), but the portion of the Credit Card Receivables owing by such Credit Card Issuer or Credit Card Processor in excess of the amount owing by such Borrower to such Credit Card Issuer or Credit Card Processor pursuant to such fees and chargebacks may be deemed Eligible Credit Card Receivables;

(g) the Credit Card Issuer or Credit Card Processor with respect to such Credit Card Receivables has not setoff against amounts otherwise payable by such Credit Card Issuer or Credit Card Processor to such Borrower for the purpose of establishing a reserve or collateral for obligations of such Borrower to such Credit Card Issuer or Credit Card Processor (notwithstanding that the Credit Card Issuer or Credit Card Processor may have setoffs for fees and chargebacks consistent with the practices of such Credit Card Issuer or Credit Card Processor with such Borrower as of the Effective Date or as such practices may hereafter change as a result of changes to the policies of such Credit Card Issuer or Credit Card Processor applicable to its customers generally and unrelated to the circumstances of such Borrower);

(h) there are no facts, events or occurrences which would impair the validity, enforceability or collectability of such Credit Card Receivables;

(i) such Credit Card Receivables are subject to the first priority, valid and perfected security interest and lien of Administrative Agent, for and on behalf of itself and Lenders, as to such Credit Card Receivables of such Borrower and any goods giving rise thereto are not, and were not at the time of the sale thereof, subject to any security interest or lien in favor of any person other than Administrative Agent except as otherwise permitted in this Agreement, in each case subject to and in accordance with the terms and conditions applicable hereunder to any such permitted security interest or lien;

(j) the collection of such Credit Card Receivables are not, in Administrative Agent’s good faith discretion, believed to be doubtful, including by reason of the financial condition of the Credit Card Issuer or Credit Card Processor related thereto;

(k) no event of default has occurred under the Credit Card Agreement of such Borrower with the Credit Card Issuer or Credit Card Processor who has issued the credit card or debit card or handles payments under the credit card or debit card used in the sale which gave rise to such Credit Card Receivables which event of default gives such Credit Card Issuer or Credit Card Processor the right to cease or suspend payments to such Borrower or any Guarantor and no event shall have occurred which gives such Credit Card Issuer or Credit Card Processor the right to setoff against amounts otherwise payable to such Borrower, including on behalf of a Guarantor (other than for then current fees and chargebacks consistent with the current practices of such Credit Card Issuer or Credit Card Processor as of the Effective Date or as such practices may thereafter change as a result of changes to the policies of such Credit Card Issuer or Credit Card Processor applicable to its customers generally and unrelated to the circumstances of such Borrower or any Guarantor), except as may have been waived in writing on terms and conditions


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reasonably satisfactory to Administrative Agent pursuant to the Credit Card Acknowledgment by such Credit Card Issuer or Credit Card Processor) or the right to establish reserves or establish or demand collateral, and the Credit Card Issuer or Credit Card Processor has not sent any written notice of default and/or notice of its intention to cease or suspend payments to such Borrower in respect of such Credit Card Receivables or to establish reserves or cash collateral for obligations of such Borrower to such Credit Card Issuer or Credit Card Processor, and such Credit Card Agreements are otherwise in full force and effect and constitute the legal, valid, binding and enforceable obligations of the parties thereto; and

(l) the terms of the sale giving rise to such Credit Card Receivables and all practices of such Borrower and Guarantors with respect to such Credit Card Receivables comply in all material respects with applicable Federal, State, and local laws and regulations.

Credit Card Receivables which would otherwise constitute Eligible Credit Card Receivables pursuant to this Section will not be deemed ineligible solely by virtue of the Credit Card Agreements with respect thereto having been entered into by any Guarantor for the benefit of Borrowers. The criteria for Eligible Credit Card Receivables set forth above may be revised from time to time by Administrative Agent in its good faith determination to address the results of any collateral and/or field examination performed by or on behalf of Administrative Agent after the Effective Date. Any Credit Card Receivables that are not Eligible Credit Card Receivables shall nevertheless be part of the Collateral.

9.81 “Eligible Equipment” shall mean, as to each Borrower, Equipment owned by such Borrower that is included in the initial appraisal of Equipment received by Administrative Agent after the Effective Date that satisfies the requirements of Section 7.4 hereof, which Equipment is in good order, repair, running and marketable condition (ordinary wear and tear excepted) and in each case acceptable to Administrative Agent in good faith based on the criteria set forth below. In general, Eligible Equipment shall not include: (a) Equipment at premises other than those owned or leased and controlled by any Borrower; (b) Equipment subject to a security interest or lien in favor of any person other than Administrative Agent except those permitted hereunder that are subject to an intercreditor agreement in form and substance satisfactory to Administrative Agent between the holder of such security interest or lien and Administrative Agent); (c) Equipment located outside the United States of America; (d) Equipment that is not subject to the first priority, valid and perfected security interest of Administrative Agent; (e) damaged or defective Equipment or Equipment not used or usable in the ordinary course of such Borrower’s business as presently conducted, or (f) Equipment purchased from a Sanctioned Person. Any Equipment that is not Eligible Equipment shall nevertheless be part of the Collateral.

9.82 “Eligible In-Transit Inventory” shall mean, as of any date of determination thereof, without duplication of other Eligible Inventory, Inventory:

(a) which has been shipped within the continental United States or Canada for receipt by a Borrower at a location for Eligible Inventory within five (5) days of the date of determination, but which has not yet been delivered to such Borrower;


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(b) for which the purchase order is in the name of a Borrower and title has passed to such Borrower;

(c) for which the document of title reflects a Borrower as consignee or, if requested by the Administrative Agent after the occurrence of an Event of Default, names the Administrative Agent as consignee, and in each case as to which the Administrative Agent has control over the documents of title which evidence ownership of the subject Inventory (such as, if applicable and if requested by the Administrative Agent, by the delivery of a Freight Forwarder Agreement);

(d) which Administrative Agent determines is not subject to any Person’s right of reclamation, repudiation, diversion or stoppage in transit;

(e) which is insured to the reasonable satisfaction of the Administrative Agent;

(f) which has not been in transit for more than ten (10) days; and

(g) which otherwise would constitute Eligible Inventory.

9.83 “Eligible Inventory” shall mean, as to each Borrower, Inventory of such Borrower consisting of finished goods held for resale in the ordinary course of the business of such Borrower, in each case which are acceptable to Administrative Agent in good faith based on the criteria set forth below. In general, Eligible Inventory shall not include (a) spare parts for equipment; (b) packaging and shipping materials; (c) supplies used or consumed in such Borrower’s business; (d) Inventory at premises other than those owned or leased and controlled by any Borrower, except to the extent that Administrative Agent has received (i) any UCC financing statements or other documents that Administrative Agent may determine to be necessary to perfect its security interest in such Inventory at such location, and (ii) a Collateral Access Agreement executed by the Person owning any such location on terms reasonably acceptable to Administrative Agent; (e) Inventory subject to a security interest or lien in favor of any Person other than Administrative Agent except those permitted in this Agreement that are subject to an intercreditor agreement in form and substance satisfactory to Administrative Agent between the holder of such security interest or lien and Administrative Agent; (f) bill and hold goods; (g) obsolete Inventory; (h) Inventory which is not subject to the first priority, valid and perfected security interest of Administrative Agent; (i) Inventory that is past the expiration date; (j) Inventory that is held for return to vendors (other than undamaged overstock allowed to be returned to a vendor under the return policy between a Borrower and the vendor that is on terms and conditions acceptable to Administrative Agent in good faith); (k) damaged and/or defective Inventory; (l) Inventory purchased or sold on consignment, (m) Inventory that is comprised of goods which are not in compliance with all standards imposed by any Governmental Authority having regulatory authority over such Inventory, its use or sale (it being understood and agreed that Inventory consisting of a cigarette unit which does not have a Tax Stamp affixed thereto (i) shall otherwise be deemed eligible under this clause (m) so long as such Borrower owns a Tax Stamp that can be affixed to such cigarette unit for sales purposes and (ii) for advance purposes, shall be valued as a cigarette unit as to which no Tax Stamp is affixed thereto), (n) Inventory that has been acquired from a Sanctioned Person or a Sanctioned Entity, and (o) Inventory located outside the United States of America. The criteria for Eligible Inventory set forth above may be


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revised from time to time by Administrative Agent in its good faith determination to address the results of any collateral and/or field examination performed by or on behalf of Administrative Agent after the Effective Date. Any Inventory that is not Eligible Inventory shall nevertheless be part of the Collateral.

9.84 “Eligible Life Insurance Policies” shall mean the Life Insurance Policies owned by Borrowers and which are acceptable to Administrative Agent and that have a Cash Surrender Value acceptable to Administrative Agent. In general, Eligible Life Insurance Policies shall not include:

(a) any Life Insurance Policy subject to a security interest or lien in favor of any person other than Administrative Agent;

(b) any Life Insurance Policy that is not subject to the first priority, valid and perfected security interest of Administrative Agent;

(c) any Life Insurance Policy that is not issued by a nationally recognized and reputable Life Insurance Company, with a credit rating of not less than “A” by AM Best & Co., as determined by Administrative Agent;

(d) any Life Insurance Policies that are not duly assigned by Borrowers to Administrative Agent pursuant to a Collateral Assignment of Life Insurance Policy or that are subject to a currently effective assignment by any Borrower to any Person (other than the Administrative Agent);

(e) any Life Insurance Policy with respect to which the premium for such Life Insurance Policy has not been paid when due;

(f) any Life Insurance Policy which has any policy loans or advances outstanding against such Life Insurance Policy; and

(g) any Life Insurance Policy that has been cancelled, terminated or is no longer valid and effective.

General criteria for Eligible Life Insurance Policies may be established and revised from time to time by Administrative Agent in good faith.

9.85 “Eligible Military Receivables” means Military Receivables arising from the sale of the Borrowers’ Inventory which arise in the ordinary course of business, which have been earned by performance. In determining the amount to be so included, the face amount of such an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, rebates, finance charges or other allowances and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by a Borrower to reduce the amount of such Account. Except as otherwise agreed by the Administrative Agent, none of the following shall be deemed to be Eligible Military Receivables:


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(a) Military Receivables that are not evidenced by an invoice; provided, that, such Military Receivables shall not be rendered ineligible under this clause (a) if invoices are not then required to be rendered in accordance with the terms of the underlying agreement relating to such Military Receivables and will be, and are, rendered at the earliest time permitted under such agreements;

(b) Military Receivables that have been outstanding for more than ninety (90) days from the invoice date or more than sixty (60) days past the due date; provided, that, up to $2,000,000 of Military Receivables which have been outstanding for more than ninety (90) days from the invoice date but less than one hundred and eighty (180) days from the invoice date shall, subject to the satisfaction of all other criteria for eligibility hereunder, be deemed Eligible Military Receivables;

(c) Military Receivables due from any Account Debtor, fifty (50%) percent of whose Military Receivables and Non-Military Receivables are otherwise ineligible under the terms hereof; provided, that, in determining eligibility under this clause (c) the Military Receivable Deduction Amount shall not be considered;

(d) Military Receivables with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any lien or security interest (other than liens and security interests granted to the Administrative Agent pursuant to the Financing Agreements and liens permitted under clause (b) of Section 9.8 hereof);

(e) without duplication of the Military Receivables Deduction Amount, Military Receivables which are disputed or with respect to which a claim, counterclaim, offset or chargeback has been asserted, but only to the extent of such dispute, claim, counterclaim, offset or chargeback;

(f) Military Receivables which arise out of any sale made not in the ordinary course of business, made on a basis other than upon credit terms usual to the business of a Borrower or are not payable in United States dollars;

(g) Military Receivables which are owed by any Affiliate of any Borrower or Guarantor;

(h) Military Receivables for which all consents, approvals or authorizations of, or registrations or declarations with any Governmental Authority required to be obtained, effected or given in connection with the performance of such Military Receivable by the Account Debtor or in connection with the enforcement of such Military Receivable by the Administrative Agent have not been duly obtained, effected or given or are not in full force and effect;

(i) Military Receivables due from an Account Debtor which is the subject of any bankruptcy or insolvency proceeding, has had a trustee or receiver appointed for all or a substantial part of its property, has made an assignment for the benefit of creditors or has suspended its business;


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(j) Military Receivables due from any Governmental Authority except to the extent that the subject Account Debtor is the federal government of the United States of America and has complied with the Federal Assignment of Claims Act of 1940 and any similar state legislation;

(k) Military Receivables representing any manufacturer’s or supplier’s allowances, credits, discounts, incentive plans or similar arrangements entitling a Borrower to discounts on future purchase therefrom;

(l) Military Receivables arising out of sales on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or consignment basis or subject to any right of return, setoff or charge back;

(m) Military Receivables arising out of sales to Account Debtors outside the United States unless either (i) such Military Receivables are fully backed by an irrevocable letter of credit on terms, and issued by a financial institution, acceptable to the Administrative Agent and such irrevocable letter of credit is in the possession of the Administrative Agent, or (ii) such Military Receivables are supported by credit insurance acceptable to the Administrative Agent, naming the Administrative Agent as an additional insured, provided, that, the aggregate amount of such Accounts that may be Eligible Accounts shall not exceed $7,500,000 at any time;

(n) (i) Military Receivables due from an Account Debtor and its Affiliates that is not an Investment Grade Account Debtor, the aggregate of which Military Receivables and Non-Military Receivables due from such Account Debtor and its Affiliates represents more than twenty (20%) percent of all then outstanding Military Receivables and Non-Military Receivables owed to the Borrowers and (ii) Military Receivables due from a single Investment Grade Account Debtor and its Affiliates, the aggregate of which Military Receivables and Non-Military Receivables due from such Account Debtor and its Affiliates represents more than twenty-five (25%) percent of all then outstanding Military Receivables and Non-Military Receivables owed to the Borrowers (but, in each case, the portion of such Military Receivables of Borrowers not in excess of the applicable percentages may be deemed Eligible Military Receivables);

(o) Military Receivables constituting permitted investments made in accordance with clause (h) of Section 9.10 hereof;

(p) Military Receivables due from an Account Debtor who is not, to the Borrowers’ knowledge, an approved vendor for the United States of America, or for whom a Borrower is no longer, to such Borrower’s knowledge, the official representative of such Account Debtor with the Defense Commissary Agency;

(q) Military Receivables with respect to which the Account Debtor is a Sanctioned Person or a Sanctioned Entity; or

(r) such Military Receivable is deemed by the Administrative Agent in good faith not to be eligible for inclusion in the calculation of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base.


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The criteria for Eligible Military Receivables set forth above may be revised from time to time by Administrative Agent in its good faith determination to address the results of any collateral and/or field examination or appraisal performed by or on behalf of Administrative Agent after the Effective Date.

9.86 “Eligible Prescription Files” shall mean, as to each Borrower, Prescription Files of such Borrower arising and maintained in the ordinary course of the business of such Borrower and included in an appraisal of Prescription Files received by Administrative Agent in accordance with the requirements of Administrative Agent (including Prescription Files acquired by such Borrower after the Effective Date), in each case which are acceptable to Administrative Agent in good faith based on the criteria set forth below. In general, Eligible Prescription Files shall not include (a) Prescription Files at premises other than those owned or leased and controlled by any Borrower; (b) Prescription Files subject to a security interest or lien in favor of any Person other than Administrative Agent except those permitted in this Agreement that are subject to an intercreditor agreement in form and substance satisfactory to Administrative Agent between the holder of such security interest or lien and Administrative Agent; (c) Prescription Files that are not in a form that may be sold or otherwise transferred or are subject to regulatory restrictions on the transfer thereof that are not acceptable to Administrative Agent in good faith, provided that, the existing limitations as of the Effective Date applicable in the States of Ohio and Michigan that the transferee have the licenses required under applicable State law to operate a pharmacy and sell products subject to a prescription shall be deemed acceptable to Administrative Agent. The criteria for Eligible Prescription Files set forth above may be revised from time to time by Administrative Agent in its good faith determination to address the results of any collateral and/or field examination performed by or on behalf of Administrative Agent after the Effective Date. Any Prescription Files that are not Eligible Prescription Files shall nevertheless be part of the Collateral.

9.87 “Eligible Real Property” shall mean, as to each Borrower, Real Property owned by such Borrower in fee simple which is listed on Schedule 1.67 hereto and included in an appraisal of such Real Property received by Administrative Agent in accordance with the requirements of Administrative Agent and in each case acceptable to Administrative Agent in good faith based on the criteria set forth below. In general, Eligible Real Property shall not include: (a) Real Property which is not owned and operated by a Borrower (and for this purpose vacant land or Real Property, including any closed retail store location, that is actively managed by a Borrower shall be deemed to be “operated” by such Borrower); (b) Real Property subject to a security interest, lien or mortgage or other encumbrance in favor of any person other than Administrative Agent, except those permitted hereunder that are subject to an intercreditor agreement in form and substance satisfactory to Administrative Agent between the holder of such lien and Administrative Agent or are otherwise acceptable to Administrative Agent); (c) Real Property that is not located in the United States of America; (d) Real Property that is not subject to the valid and enforceable, first priority, perfected security interest, lien and mortgage of Administrative Agent; (e) Real Property where Administrative Agent determines that issues relating to compliance with Environmental Laws adversely affect in any material respect the value thereof or the ability of Administrative Agent to sell or otherwise dispose thereof (but subject to the right of Administrative Agent to establish Reserves after the Effective Date to reflect such adverse affect); (f) Real Property improved with residential housing; (g) any parcel


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of Real Property for which the applicable Borrower has not delivered to Administrative Agent with respect to such parcel, title insurance, a survey, zoning report, flood certificate, flood insurance in accordance with Section 9.5(b) hereof, environmental studies and other real estate items as required by FIRREA, each of which shall be reasonably satisfactory to each Lender. Any Real Property that is not Eligible Real Property shall nevertheless be part of the Collateral.

9.88 “Eligible Rolling Stock” shall mean Rolling Stock of a Borrower used by a Borrower in the ordinary course of such Borrower’s business and not held for resale or subject to any lease, in each case which are acceptable to Administrative Agent in good faith based on the criteria set forth below. In general, Eligible Rolling Stock shall not include: (a) Rolling Stock that is either: (i) not in transit within the continental United States in the ordinary course of business, or (ii) not based at one of the locations in the continental United States listed on Schedule 8.2 to the Information Certificate or such other locations in the continental United States as Administrative Agent may approve in writing, (b) Rolling Stock that is not owned by a Borrower; (c) Rolling Stock that is not subject to an appraisal in accordance with the requirements of Administrative Agent, (d) Rolling Stock that is not in good order, repair, running, operational and marketable condition (ordinary wear and tear excepted), (e) Rolling Stock the ownership of which is not evidenced by a Certificate of Title that has the name of a Borrower noted thereon as the owner of it or is otherwise not properly registered in one of the States of the United States to such Borrower that is entitled to operate such Rolling Stock in the State that has issued such Certificate of Title in accordance with all applicable laws (other than any Rolling Stock the ownership of which is not required to be evidenced by a certificate of title under the laws applicable to it) and Administrative Agent has received such evidence thereof as it may reasonably require; (f) Rolling Stock that does not meet, in all material respects, all applicable material safety or regulatory standards applicable to it for the use for which it is intended or for which it is being used, (g) Rolling Stock that does not meet, in all material respects, all applicable material standards of all motor vehicle laws or other statutes and regulations established by any Governmental Authority or is subject to any licensing or similar requirement that would limit the right of Administrative Agent to sell or otherwise dispose of such Rolling Stock; (h) Rolling Stock that is not used in the business of a Borrower in the ordinary course of business; (i) worn out, obsolete or out of service Rolling Stock; (j) Rolling Stock that is not subject to the first priority, valid and perfected security interest of Administrative Agent (including that Administrative Agent shall have received evidence satisfactory to it that its Lien has been noted on the Certificate of Title with respect to such Rolling Stock); (k) Rolling Stock subject to a security interest or lien of any other person or entity (other than a person with whom Administrative Agent has a satisfactory intercreditor agreement and other than liens permitted under Sections 9.8(b), (c) and (e) herein); (l) any Rolling Stock consisting of automobiles or other non-commercial vehicles; (m) any Rolling Stock on lease or rental to another Person and not operated by a Borrower; (n) any Rolling Stock not covered by an insurance policy of a Borrower in such amounts as are acceptable to Administrative Agent and which provides that Administrative Agent is a loss payee in the case of any loss or damage thereto that results in a claim to proceeds of insurance and (o) Rolling Stock that is damaged or defective. The criteria for Eligible Rolling Stock set forth above may be revised from time to time by Administrative Agent in its good faith determination to address the results of any collateral and/or field examination performed by or on behalf of Administrative


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Agent after the Effective Date. Any Rolling Stock that is not Eligible Rolling Stock shall nevertheless be part of the Collateral.

9.89 “Eligible Transferee” shall mean (a) any Lender (other than a Defaulting Lender); (b) the parent company of any Lender and/or any Affiliate of such Lender which is at least fifty (50%) percent owned by such Lender or its parent company; (c) any Approved Fund, and in each case is approved by Administrative Agent; and (d) any other commercial bank having a combined capital and surplus of at least $250,000,000 or financial institution having a net worth (or the equivalent thereof in the case of an investment partnership, managed account, limited liability company or similar entity) calculated in accordance with applicable generally accepted accounting principles of not less than $100,000,000, or “accredited investor” (as defined in Regulation D under the Securities Act) that is engaged in the business of making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business having a net worth (or the equivalent thereof in the case of an investment partnership, managed account, limited liability company or similar entity) calculated in accordance with applicable generally accepted accounting principles of not less than $100,000,000, and in each case, approved by Administrative Agent, provided, that, (i) neither any Borrower nor any Guarantor or any Affiliate of any Borrower or Guarantor shall qualify as an Eligible Transferee, (ii) no natural person shall qualify as an Eligible Transferee and (iii) no Person to whom any Indebtedness which is in any way subordinated in right of payment to any other Indebtedness of any Borrower or Guarantor shall qualify as an Eligible Transferee, except as Administrative Agent may otherwise specifically agree.

9.90 “Eligible Unaffixed Tax Stamp Inventory” shall mean, at the time of any determination thereof, Eligible Inventory consisting of unaffixed Tax Stamps owned by the Borrowers purchased from any Governmental Authority in any State or Commonwealth which may be returned to any such Governmental Authority for full credit.

9.91 “Environmental Compliance Reserves” shall mean, with respect to Eligible Real Property, any Reserve which Administrative Agent, from time to time in its Permitted Discretion establish for estimable amounts that are reasonably likely to be expended by any of the Borrowers or Guarantors in order for such Borrower or Guarantor and its operations and property (a) to comply with any notice from a Governmental Authority asserting non-compliance with Environmental Laws, (b) to correct any such non-compliance with Environmental Laws, or (c) to remedy any condition disclosed in the Phase I Environmental Assessments delivered to the Administrative Agent on or prior to the Effective Date.

9.92 “Environmental Laws” shall mean all foreign, Federal, State and local laws (including common law), legislation, rules, codes, licenses, permits (including any conditions imposed therein), authorizations, judicial or administrative decisions, injunctions or agreements between any Borrower or Guarantor and any Governmental Authority, (a) relating to pollution and the protection, preservation or restoration of the environment (including air, water vapor, surface water, ground water, drinking water, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or to human health or safety, (b) relating to the exposure to, or the use, storage, recycling, treatment, generation, manufacture, processing, distribution, transportation, handling, labeling, production, release or disposal, or threatened release, of Hazardous Materials, or (c) relating to all laws with regard to


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recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Materials. The term “Environmental Laws” includes (i) the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Federal Superfund Amendments and Reauthorization Act, the Federal Water Pollution Control Act of 1972, the Federal Clean Water Act, the Federal Clean Air Act, the Federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal Solid Waste Disposal and the Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, and the Federal Safe Drinking Water Act of 1974, (ii) applicable state counterparts to such laws and (iii) any common law or equitable doctrine that may impose liability or obligations for injuries or damages due to, or threatened as a result of, the presence of or exposure to any Hazardous Materials.

9.93 “Equipment” shall mean, as to each Borrower and Guarantor, all of such Borrower’s and Guarantor’s now owned and hereafter acquired equipment, wherever located, including machinery, data processing and computer equipment (whether owned or licensed and including embedded software), vehicles, tools, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection therewith, and substitutions and replacements thereof, wherever located.

9.94 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, together with all rules, regulations and interpretations thereunder or related thereto.

9.95 “ERISA Affiliate” shall mean any person required to be aggregated with any Borrower, any Guarantor or any of its or their respective Subsidiaries under Sections 414(b), 414(c), 414(m) or 414(o) of the Code.

9.96 “ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Plan; (b) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the filing pursuant to Section 412 of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the occurrence of a non-exempt “prohibited transaction” with respect to which any Borrower, Guarantor or any of its or their respective Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which any Borrower, Guarantor or any of its or their respective Subsidiaries could otherwise be liable; (f) a complete or partial withdrawal by any Borrower, Guarantor or any ERISA Affiliate from a Multiemployer Plan or a cessation of operations which is treated as such a withdrawal or notification that a Multiemployer Plan is in reorganization; (g) the filing of a notice of intent to terminate a Plan subject to Title IV of ERISA, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the Pension Benefit Guaranty Corporation to terminate a Plan; (h) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (i) the imposition of any liability under Title IV of ERISA, other than the Pension Benefit Guaranty Corporation premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower, Guarantor or any ERISA Affiliate


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in excess of $10,000,000 and (j) any other event or condition with respect to a Plan including any Plan subject to Title IV of ERISA maintained, or contributed to, by any ERISA Affiliate that could reasonably be expected to result in an increase of $10,000,000 or more in the amount required to be paid by any Borrower in any year in excess of the amount such Borrower would have been required but for such event or condition.

9.97 “Erroneous Payment” has the meaning specified therefor in Section 13.13.

9.98 “Erroneous Payment Deficiency Assignment” has the meaning specified therefor in Section 13.13.

9.99 “Erroneous Payment Impacted Loans” has the meaning specified therefor in Section 13.13.

9.100 “Erroneous Payment Return Deficiency” has the meaning specified therefor in Section 13.13.

9.101 “ESG” has the meaning specified therefor in Section 2.9.

9.102 “ESG Amendment” has the meaning specified therefor in Section 2.9.

9.103 “ESG Pricing Provisions” has the meaning specified therefor in Section 2.9.

9.104 “ESG Ratings” has the meaning specified therefor in Section 2.9.

9.105 “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

9.106 “Event of Default” shall mean the occurrence or existence of any event or condition described in Section 10.1 hereof.

9.107 “Excess Availability” shall mean the amount, as determined by Administrative Agent, calculated at any date, equal to:

(a) the lesser of: (i) the Total Borrowing Base and (ii) the Maximum Credit (in each case under (i) or (ii) after giving effect to any Reserves other than any Reserves in respect of Letter of Credit Accommodations), minus

(b) the sum of: (i) the amount of all then outstanding and unpaid Obligations of such Borrower (but not including for this purpose Obligations of such Borrower arising pursuant to any guarantees in favor of Administrative Agent and Lenders of the Obligations of the other Borrowers or any outstanding Letter of Credit Accommodations), plus (ii) the amount of all Reserves then established in respect of Letter of Credit Accommodations, plus (iii) the aggregate amount of all then outstanding and unpaid trade payables and other obligations of such Borrower which are outstanding more than thirty (30) days past due as of such time (other than trade payables or other obligations being contested or disputed by such Borrower in good faith), plus (iv) without duplication, the amount of checks issued by such


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Borrower to pay trade payables and other obligations which are more than thirty (30) days past due as of such time (other than trade payables or other obligations being contested or disputed by such Borrower in good faith), but not yet sent.

9.108 “Exchange Act” shall mean the Securities Exchange Act of 1934, together with all rules, regulations and interpretations thereunder or related thereto.

9.109 “Existing Credit Agreements” shall have the meaning set forth in the recitals to this Agreement.

9.110 “Existing Letters of Credit” shall have the meaning set forth in the recitals to this Agreement.

9.111 “Existing Nash-Finch Agent” shall have the meaning set forth in the recitals to this Agreement.

9.112 “Existing Nash-Finch Borrowers” shall have the meaning set forth in the recitals to this Agreement.

9.113 “Existing Nash-Finch Credit Agreement” shall have the meaning set forth in the recitals to this Agreement.

9.114 “Existing Nash-Finch Lenders” shall have the meaning set forth in the recitals to this Agreement.

9.115 “Existing Nash-Finch Letters of Credit” shall have the meaning set forth in the recitals to this Agreement.

9.116 “Existing Nash-Finch Loans” shall have the meaning set forth in the recitals to this Agreement.

9.117 “Existing Nash-Finch Security Agreement” shall mean the Security Agreement, dated December 21, 2011, by and among Existing Nash-Finch Agent and Existing Nash-Finch Borrowers.

9.118 “Existing Spartan Agent” shall have the meaning set forth in the recitals to this Agreement.

9.119 “Existing Spartan Borrowers” shall have the meaning set forth in the recitals to this Agreement.

9.120 Existing Spartan Credit Agreement” shall have the meaning set forth in the recitals to this Agreement.

9.121 “Existing Spartan Lenders” shall have the meaning set forth in the recitals to this Agreement.


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9.122 “Existing Spartan Letters of Credit” shall have the meaning set forth in the recitals to this Agreement.

9.123 “Existing Spartan Loans” shall have the meaning set forth in the recitals to this Agreement.

9.124 “Farm Products” shall mean crops, livestock, supplies used or produced in a farming operation and products of crops or livestock and including farm products as such term is defined in the Food Security Act and the UCC.

9.125 “Farm Products Sellers” shall mean, collectively, sellers or suppliers to any Borrower of any farm product (as such term is defined in the Food Security Act and the UCC) and including any perishable agricultural commodity (as defined in PACA) or livestock (as defined in the PSA), meat, meat food products or livestock products derived therefrom or any poultry or poultry products derived therefrom; sometimes being referred to herein individually as a “Farm Product Seller”.

9.126 “FATCA” shall mean current Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is that is substantively comparable and not materially more burdensome to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

9.127 “Federal Funds Rate” shall mean, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Administrative Agent from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero).

9.128 “Fee Letter” shall mean, the Fee Letter, dated July 21, 2013, by and among Parent, Wells Fargo, Bank of America and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

9.129 “Financing Agreements” shall mean, collectively, this Agreement and all notes, guarantees, security agreements, deposit account control agreements, investment property control agreements, intercreditor agreements, Collateral Assignment of Life Insurance Policies and all other agreements, documents and instruments now or at any time hereafter executed and/or delivered by any Borrower or Obligor in connection with this Agreement; provided, that, in no event shall the term Financing Agreements be deemed to include any Hedge Agreement or any agreement evidencing a Bank Product.

9.130 “FIRREA” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time.


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9.131 “Fiscal Intermediary” shall mean any qualified insurance company or other financial institution that has entered into an ongoing relationship with any Governmental Authority to make payments to payees under Medicare, Medicaid or any other Federal, State or local public health care or medical assistance program pursuant to any of the Health Care Laws.

9.132 “Fixed Charge Coverage Ratio” shall mean, as to any Person, with respect to any period, the ratio of (a) the amount equal to EBITDA of such Person for such period to (b) the Fixed Charges of such Person for such period.

9.133 “Fixed Charges” shall mean, as to any Person, with respect to any period, the sum of, without duplication, (a) all cash Interest Expense during such period, plus (b) all Capital Expenditures during such period, plus (c) all regularly scheduled (as determined at the beginning of the respective period) principal payments in respect of Indebtedness for borrowed money (excluding payments in respect of Revolving Loans which do not result in a reduction of the Maximum Credit), including, without limitation, scheduled reductions in the amounts of Tranche A Real Estate Availability, Tranche A Equipment Availability and Tranche A Rolling Stock Availability in accordance with the definitions of such terms, and Indebtedness with respect to Capital Leases (and without duplicating items (a) and (c) of this definition, the interest component with respect to Indebtedness under Capital Leases) during such period, plus (d) taxes paid during such period in cash.

9.134 “Food Security Act” shall mean the Food Security Act of 1984, 7 U.S.C. Section 1631 et. seq., as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.

9.135 “Food Security Act Notices” shall have the meaning set forth in Section 8.20 hereof.

9.136 “Floor” means a rate of interest equal to 0%.

9.137 “Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which any Borrower is a resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

9.138 “Flood Insurance Laws” means, collectively, the following (in each case as now or hereafter in effect or any successor statute thereto): (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994 and (iv) the Flood Insurance Reform Act of 2004.

9.139 “FRB” means the Board of Governors of the Federal Reserve System of the United States.

9.140 “Freight Forwarder Agreement” shall mean an agreement, reasonably acceptable in form and substance to the Administrative Agent, among a Borrower, a Freight Forwarder, and the Administrative Agent, in which the Freight Forwarder acknowledges that it has control over and holds the documents evidencing ownership of the subject Inventory for the benefit of the


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Administrative Agent and agrees, upon notice from the Administrative Agent, to hold and dispose of the subject Inventory solely as directed by the Administrative Agent.

9.141 “Freight Forwarders” shall mean the persons listed on Schedule 1.114 hereto or such other person or persons as may be selected by Borrowers after the Effective Date and after written notice by Lead Borrower to Administrative Agent who are reasonably acceptable to Administrative Agent to handle the receipt of Inventory within the United States of America or Canada and/or to clear Inventory through the Bureau of Customs and Border Protection (formerly the Customs Service), or its Canadian equivalent, or other domestic or foreign export control authorities or otherwise perform port of entry services to process Inventory imported by Borrowers from outside the United States of America or Canada (such persons sometimes being referred to herein individually as a “Freight Forwarder”), provided, that, as to each such person, (a) Administrative Agent shall have received a Freight Forwarder Agreement by such person in favor of Administrative Agent (in form and substance reasonably satisfactory to Administrative Agent) duly authorized, executed and delivered by such person, (b) such agreement shall be in full force and effect and (c) such person shall be in compliance in all material respects with the terms thereof.

9.142 “Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Pro Rata Share of the outstanding Letter of Credit Accommodations other than outstanding Letter of Credit Accommodations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or subject to Letter of Credit Collateralization in accordance with the terms hereof, and (b) with respect to Swing Line Lender, such Defaulting Lender’s Pro Rate Share of outstanding Swing Line Loans made by Swing Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

9.143 “Fund” shall mean any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

9.144 “GAAP” shall mean generally accepted accounting principles in the United States of America as in effect from time to time as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board which are applicable to the circumstances as of the date of determination consistently applied, except that, for purposes of Section 9.9(f)(viii) hereof, GAAP shall be determined on the basis of such principles in effect on the Effective Date and consistent with those used in the preparation of the most recent audited financial statements delivered to Administrative Agent prior to the Effective Date.

9.145 “Governmental Authority” shall mean any nation or government, any state, province, or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.


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9.146 “Guarantors” shall have the meaning assigned thereto in the recitals to this Agreement.

9.147 “Hazardous Materials” shall mean any hazardous, toxic or dangerous substances, materials and wastes, including hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, polychlorinated biphenyls, pesticides, herbicides, sewage, sludge, industrial slag, solvents and/or any other similar substances, materials, or wastes and including any other substances, materials or wastes that are or become regulated under any Environmental Law (including any that are or become classified as hazardous or toxic under any Environmental Law).

9.148 “Health Care Laws” shall mean all Federal, State and local laws, rules, regulations, interpretations, guidelines, ordinances and decrees primarily relating to patient healthcare, any health care provider, medical assistance and cost reimbursement program, as now or at any time hereafter in effect, applicable to any Borrower or Guarantor, including, but not limited to, the Social Security Act, the Social Security Amendments of 1972, the Medicare-Medicaid Anti-Fraud and Abuse Amendments of 1977, the Medicare and Medicaid Patient and Program Protection Act of 1987 and HIPAA.

9.149 “Hedge Agreement” shall mean an agreement between any Borrower or Guarantor and Administrative Agent or any Bank Product Provider that is a swap agreement as such term is defined in 11 U.S.C. Section 101, and including any rate swap agreement, basis swap, forward rate agreement, commodity swap, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate cap agreement rate, floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, any other similar agreement (including any option to enter into any of the foregoing or a master agreement for any the foregoing together with all supplements thereto) for the purpose of protecting against or managing exposure to fluctuations in interest or exchange rates, currency valuations or commodity prices; sometimes being collectively referred to herein as “Hedge Agreements”.

9.150 “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.

9.151 “Indebtedness” shall mean, with respect to any Person, any liability, whether or not contingent, (a) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments; (b) representing the balance deferred and unpaid of the purchase price of any property or services (except any such balance that constitutes an account payable to a trade creditor (whether or not an Affiliate) created, incurred, assumed or guaranteed by such Person in the ordinary course of business of such Person in connection with obtaining goods, materials or services that is not overdue by more than ninety (90) days, unless the trade payable is being contested in good faith); (c) all obligations as lessee under leases which have been, or should be, in accordance with GAAP recorded as Capital Leases; (d) any contractual obligation, contingent or otherwise, of such Person to pay or be liable for the payment of any


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indebtedness described in this definition of another Person, including, without limitation, any such indebtedness, directly or indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise acquire such indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof, or to maintain solvency, assets, level of income, or other financial condition; (e) all obligations with respect to redeemable stock and redemption or repurchase obligations under any Capital Stock or other equity securities issued by such Person; (f) all reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for such Person’s account; (g) all indebtedness of such Person in respect of indebtedness of another Person for borrowed money or indebtedness of another Person otherwise described in this definition which is secured by any consensual lien, security interest, collateral assignment, conditional sale, mortgage, deed of trust, or other encumbrance on any asset of such Person, whether or not such obligations, liabilities or indebtedness are assumed by or are a personal liability of such Person, all as of such time; (h) all net obligations, liabilities and indebtedness of such Person (marked to market) arising under swap agreements, cap agreements and collar agreements and other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency or commodity values; (i) all obligations owed by such Person under License Agreements with respect to non-refundable, advance or minimum guarantee royalty payments; and (j) the principal and interest portions of all rental obligations of such Person under any synthetic lease or similar off-balance sheet financing where such transaction is considered to be borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP.

9.152 “Information Certificate” shall mean, collectively, the Information Certificates of Borrowers and Guarantors constituting Exhibit C hereto containing material information with respect to Borrowers and Guarantors, their respective businesses and assets provided by or on behalf of Borrowers and Guarantors to Administrative Agent in connection with the preparation of this Agreement and the other Financing Agreements and the financing arrangements provided for herein.

9.153 “Intellectual Property” shall mean, as to each Borrower and Guarantor, such Borrower’s and Guarantor’s now owned and hereafter arising or acquired: patents, patent rights, patent applications, copyrights, works which are the subject matter of copyrights, copyright registrations, trademarks, trade names, trade styles, trademark and service mark applications, and licenses and rights to use any of the foregoing; all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing; all rights to sue for past, present and future infringement of any of the foregoing; inventions, trade secrets, formulae, processes, compounds, drawings, designs, blueprints, surveys, reports, manuals, and operating standards; goodwill (including any goodwill associated with any trademark or the license of any trademark); customer and other lists in whatever form maintained; trade secret rights, copyright rights, rights in works of authorship, domain names and domain name registration; software and contract rights relating to computer software programs, in whatever form created or maintained.

9.154 “Interest Expense” shall mean, for any period, as to any Person, as determined in accordance with GAAP, the total interest expense of such Person, whether paid or accrued during such period (including the interest component of Capital Leases for such period),


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including, without limitation, discounts in connection with the sale of any Accounts, but excluding interest paid in property other than cash and any other interest expense not payable in cash.

9.155 “Interest Period” means, as to any Term SOFR Rate Loan, the period commencing on the date such Term SOFR Rate Loan is disbursed or converted to or continued as a Term SOFR Rate Loan and ending one, three or six months thereafter (or such shorter period as each of the Lenders can accommodate in their discretion), as selected by the Lead Borrower in its SOFR Loan Notice (for avoidance of doubt, the Interest Period can be of shorter duration than the Term SOFR Reference Rate tenor); provided that:

(i) interest shall accrue at the applicable rate based upon Adjusted Term SOFR, from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires;

(ii) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month that is one, three or six months after the date on which the Interest Period began, as applicable;

(iv) no Interest Period shall extend beyond the Maturity Date; and

(v) no tenor that has been removed from this definition pursuant to Section 3.4 shall be available for specification in any SOFR Loan Notice or conversion or continuation notice.

For purposes hereof, the date of a borrowing initially shall be the date on which such borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such borrowing.

9.156 “Interest Rate” shall mean,

(a) Subject to clause (b) of this definition below and Section 3.4 of this Agreement:

(i) as to Tranche A Revolving Loans that are Base Rate Loans, a rate equal to the then Applicable Margin for such Base Rate Loans on a per annum basis plus the Base Rate;

(ii) as to Tranche A Revolving Loans that are Term SOFR Rate Loans, a rate equal to the then Applicable Margin for such Term SOFR Rate Loans on a per annum basis plus Adjusted Term SOFR (in each case, based on Adjusted Term SOFR applicable for the


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relevant Interest Period, whether such rate is higher or lower than any rate previously quoted to a Borrower);

(iii) as to Tranche A Revolving Loans that are Daily Simple SOFR Loans, a rate equal to the then Applicable Margin for such Daily Simple SOFR Loans on a per annum basis plus Adjusted Daily Simple SOFR;

(iv) as to Tranche A-1 Revolving Loans that are Base Rate Loans, a rate equal to the then Applicable Margin for such Base Rate Loans on a per annum basis plus the Base Rate;

(v) as to Tranche A-1 Revolving Loans that are Term SOFR Rate Loans, a rate equal to the then Applicable Margin for such Term SOFR Rate Loans on a per annum basis plus Adjusted Term SOFR (in each case, based on Adjusted Term SOFR applicable for the relevant Interest Period, whether such rate is higher or lower than any rate previously quoted to a Borrower); and

(vi) as to Tranche A-1 Revolving Loans that are Daily Simple SOFR Loans, a rate equal to the then Applicable Margin for such Daily Simple SOFR Loans on a per annum basis plus Adjusted Daily Simple SOFR.

(b) Notwithstanding anything to the contrary contained in clause (a) of this definition, the Applicable Margin otherwise used to calculate the Interest Rate for Base Rate Loans and SOFR Rate Loans shall be the highest percentage set forth in the definition of the term Applicable Margin for each category of Loans (without regard to the amount of Monthly Average Excess Availability) plus two (2%) percent per annum, at Administrative Agent’s option, (i) for the period (A) from and after the effective date of termination or non-renewal hereof until Administrative Agent and Lenders have received full and final payment of all outstanding and unpaid Obligations which are not contingent and cash collateral or letter of credit, as Administrative Agent may specify, in the amounts and on the terms required under Section 13.1 hereof for contingent Obligations (notwithstanding entry of a judgment against any Borrower or Guarantor) and (B) from and after the date of the occurrence of an Event of Default and for so long as such Event of Default is continuing and (ii) on (A) Tranche A Revolving Loans to a Borrower at any time outstanding in excess of the Tranche A Borrowing Base, and (B) Tranche A-1 Revolving Loans to a Borrower at any time outstanding in excess of the Tranche A-1 Borrowing Base (in each case, whether or not such excess(es) arise or are made with or without the knowledge or consent of Administrative Agent or any Lender and whether made before or after an Event of Default).

9.157 “Inventory” shall mean, as to each Borrower and Guarantor, all of such Borrower’s and Guarantor’s now owned and hereafter existing or acquired goods, wherever located, which (a) are leased by such Borrower or Guarantor as lessor; (b) are held by such Borrower for sale or lease or to be furnished under a contract of service; (c) are furnished by such Borrower or Guarantor under a contract of service; or (d) consist of raw materials, work in process, finished goods or materials used or consumed in its business, and which includes, without limitation, any Tax Stamps which are required to be affixed to cigarettes or other


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tobacco-based products, such as cigars, pipe tobacco, chewing tobacco and snuff, to permit the sale thereof, whether such stamps are affixed or unaffixed to such tobacco products.

9.158 “Investment Grade” means ratings of BBB- and Baa3 or better by Standard & Poor’s Rating Group and Moody’s Investors Service, Inc., respectively, of long-term non-enhanced senior unsecured debt.

9.159 “Investment Property Control Agreement” shall mean an agreement in writing, in form and substance satisfactory to Administrative Agent, by and among Administrative Agent, any Borrower or Guarantor (as the case may be) and any securities intermediary, commodity intermediary or other person who has custody, control or possession of any investment property of such Borrower or Guarantor agreeing that such securities intermediary, commodity intermediary or other person will comply with entitlement orders originated by Administrative Agent with respect to such investment property, or other instructions of Administrative Agent and including such other terms and conditions as Administrative Agent may require.

9.160 “Issuing Bank” shall have the meaning set forth for such term in Section 2.4(a) hereof.

9.161 “Joinder Agreement” shall mean an agreement, in form and substance reasonably satisfactory to Administrative Agent, pursuant to which, among other things, a Person becomes a party to, and bound by the terms of, this Agreement and/or the other Financing Agreements as a Borrower or a Guarantor, as the Administrative Agent may reasonably determine.

9.162 “KPIs” has the meaning specified therefor in Section 2.9.

9.163 “Lead Borrower” shall mean SpartanNash Company, a Michigan corporation, formerly known as Spartan Stores, Inc., in its capacity as Lead Borrower on behalf of itself and the other Borrowers pursuant to Section 6.7 hereof and it successors and assigns in such capacity.

9.164 “Lenders” shall mean the financial institutions who are signatories hereto as Lenders (including Swing Line Lender) and other persons made a party to this Agreement as a Lender in accordance with Section 13.7 hereof, and their respective successors and assigns; each sometimes being referred to herein individually as a “Lender”.

9.165 “Letter of Credit Accommodations” shall mean, collectively, the letters of credit, merchandise purchase or other guaranties which are from time to time either (a) issued or opened by an Issuing Bank for the account of any Borrower or Obligor or (b) with respect to which Administrative Agent or Lenders have agreed to indemnify the issuer or guaranteed to the issuer the performance by any Borrower or Obligor of its obligations to such issuer; sometimes being referred to herein individually as “Letter of Credit Accommodation”. “Letter of Credit Accommodations” as such term is used herein shall include for all purposes hereunder the Existing Letters of Credit.

9.166 “Letter of Credit Collateralization” shall mean either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to Administrative Agent, including


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provisions that specify that the letter of credit fee and all usage charges set forth in this Agreement will continue to accrue while the Letter of Credit Accommodations are outstanding) to be held by Administrative Agent in an amount equal to one hundred five (105%) percent of the then outstanding Letter of Credit Accommodations, (b) causing the letters of credit issued under this Agreement to be returned to the Issuing Bank, or (c) providing Administrative Agent with a standby letter of credit, in form and substance reasonably satisfactory to Administrative Agent, from a commercial bank acceptable to Administrative Agent (in its sole discretion) in an amount equal to one hundred five (105%) percent of the then outstanding Letter of Credit Accommodations; it being understood that the letter of credit fee and all usage charges set forth in this Agreement will continue to accrue while the Letter of Credit Accommodations are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit.

9.167 “License Agreements” shall have the meaning set forth in Section 8.11 hereof.

9.168 “Life Insurance Companies” shall mean the nationally recognized and reputable life insurance companies, each with a credit rating of not less than “A” by AM Best & Co., as determined by Administrative Agent, and their respective successors and assigns, that are the issuers of the Life Insurance Policies.

9.169 “Life Insurance Policies” shall mean the whole life insurance policies issued by the Life Insurance Companies, as may be submitted by Borrowers to Administrative Agent from time to time hereunder which are acceptable to Administrative Agent for consideration to become an Eligible Life Insurance Policy.

9.170 “Loan Limit” shall mean the lesser of (a) the Total Borrowing Base or (b) the Maximum Credit.

9.171 “Loans” shall mean, collectively, the Revolving Loans and the Swing Line Loans.

9.172 “Loan Parties” means, collectively, the Borrowers and each Guarantor.

9.173 “Margin Stock” shall mean margin stock as defined in Regulation T, U or X, as applicable, of the FRB as in effect from time to time.

9.174 “Material Adverse Effect” shall mean a material adverse effect on (a) the financial condition, business, performance or operations of Borrowers and Guarantors (taken as a whole) or the legality, validity or enforceability of this Agreement or any of the other Financing Agreements; (b) the legality, validity, enforceability, perfection or priority of the security interests and liens of Administrative Agent upon the Collateral (taken as a whole); (c) the Collateral (taken as a whole) or its value (taken as a whole), (d) the ability of Borrowers (taken as a whole) to repay the Obligations or of Borrowers (taken as a whole) to perform their obligations under this Agreement or any of the other Financing Agreements as and when to be performed; or (e) the ability of Administrative Agent or any Lender to enforce the Obligations or realize upon the Collateral or otherwise with respect to the rights and remedies of Administrative


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Agent and Lenders under this Agreement or any of the other Financing Agreements (taken as a whole).

9.175 “Material Contract” shall mean (a) any contract or other agreement (other than the Financing Agreements or contracts relating to the purchase or sale of Inventory in the ordinary course of business)), written or oral, of any Borrower or Guarantor involving monetary liability of or to any Person in an amount in excess of $10,000,000 in any fiscal year and (b) any other contract or other agreement (other than the Financing Agreements or contracts relating to the purchase or sale of Inventory in the ordinary course of business), whether written or oral, to which any Borrower or Guarantor is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would have a Material Adverse Effect.

9.176 “Maturity Date” shall the meaning set forth in Section 13.1 hereof.

9.177 “Maximum Credit” shall mean the sum of the Tranche A Maximum Credit and the Tranche A-1 Maximum Credit.

9.178 “Medicaid” shall mean the health care financial assistance program jointly financed and administered by the Federal and State governments under Title XIX of the Social Security Act.

9.179 “Medicaid Account” shall mean any Accounts of Borrowers or Guarantors arising pursuant to services rendered by Borrowers or Guarantors to eligible Medicaid beneficiaries to be paid by a Fiscal Intermediary or by the United States of America acting under the Medicaid program, any State or the District of Columbia acting pursuant to a health plan adopted pursuant to Title XIX of the Social Security Act or any other Governmental Authority under Medicaid.

9.180 “Medicare” shall mean the health care financial assistance program under Title XVIII of the Social Security Act.

9.181 “Medicare Account” shall mean any Accounts of Borrowers or Guarantors arising pursuant to goods sold or services rendered by Borrowers or Guarantors to eligible Medicare beneficiaries to be paid by a Fiscal Intermediary or by the United States of America acting under the Medicare program or any other Governmental Authority under Medicare.

9.182 “Merger Agreement Representations” shall mean the representations made by Nash-Finch in the Nash-Finch Merger Agreement as are material to the interests of Administrative Agent, Arrangers and Lenders, but only to the extent that Parent, SSD or any Affiliate of either of them has the right to terminate the obligations under the Nash-Finch Merger Agreement as a result of a breach of such representations.

9.183 “Military Receivables” shall mean Accounts (other than Credit Card Receivables and Pharmacy Receivables) due to a Borrower from Account Debtors arising from the sale of Inventory to such Account Debtor, which Inventory is resold by the Account Debtor to a United States military commissary or exchange.


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9.184 “Military Receivables Deduction Amount” shall mean, as to any Military Receivable, the sum of one hundred (100%) percent of contra accounts and other offsets which the applicable Account Debtor may have with respect to such Military Receivables; provided, that,

(a) until the date one hundred eighty (180) days after the Effective Date (or such longer period as Administrative Agent may agree but not to exceed an additional one hundred eighty (180) days without the consent of the Required Lenders), Administrative Agent may include in the Military Receivables Deduction Amount only such contra accounts and other offsets arising in connection with the purchase of goods from suppliers obligated on Military Receivables to the extent such purchases relate to the military distribution division of Nash Finch and to Grocery Supply Acquisition Corp. (so long as the amount of the Excess Availability is greater than the additional amount that the Military Receivables Deduction Amount would be if all amounts owing by Nash Finch and Grocery Supply Acquisition Corp. to such suppliers were included in the Military Receivables Deduction Amount) and

(b) on and after the end of such period, Administrative Agent may include in the Military Receivables Deduction Amount all amounts owing by Nash Finch (including, but not limited to, the military distribution division) and Grocery Supply Acquisition Corp. to the suppliers obligated on Military Receivables, except that in the event that Lead Borrower shall establish a separate subsidiary or subsidiaries subject to, and in accordance with the terms hereof, that is engaged in the business of purchasing goods and delivering goods giving rise to Military Receivables (in addition to Grocery Supply Acquisition Corp.), then only the amounts owing by any such subsidiary and Grocery Supply Acquisition Corp. to such suppliers shall be included in the Military Receivables Deduction Amount.

9.185 “Monthly Average Excess Availability” shall mean, at any time, the average of the aggregate amount of the Excess Availability during the immediately preceding calendar month as calculated by Administrative Agent in good faith.

9.186 “Mortgages” shall mean, collectively, the mortgages, deeds of trust and deeds to secure debt with respect to Real Property of any Borrower or Guarantor in favor of, or for the benefit of Administrative Agent, as set forth on Schedule 1.157 hereto, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

9.187 “Multiemployer Plan” shall mean a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to by any Borrower, Guarantor or any ERISA Affiliate.

9.188 “Nash-Finch Merger” shall mean the merger of Nash-Finch with and into SSD pursuant to the Nash-Finch Merger Documents.

9.189 “Nash-Finch Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of July 21, 2013, by and among Parent, SSD and Nash-Finch, together with all exhibits, schedules, annexes and other disclosure letters thereto.


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9.190 “Nash-Finch Merger Documents” shall mean the Nash-Finch Merger Agreement and all other material documents related thereto and executed in connection therewith.

9.191 “Net Proceeds” shall mean the aggregate cash proceeds payable to any Borrower or Guarantor in respect of any sale, lease, transfer or other disposition of any assets or properties, or interest in assets and properties or as proceeds of any loans or other financial accommodations provided to any Borrower or Guarantor or as proceeds from the issuance and/or sale of any Capital Stock, in each case net of the reasonable and customary direct costs relating to such sale, lease, transfer or other disposition or loans or other financial accommodation or issuance and/or sale (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), and amounts applied to the repayment of indebtedness secured by a valid and enforceable lien on the asset or assets that are the subject of such sale or other disposition required to be repaid in connection with such transaction. Net Proceeds shall exclude any non-cash proceeds received from any sale or other disposition or other transaction, but shall include such proceeds when and as converted by any Borrower or Guarantor to cash or other immediately available funds.

9.192 “Net Recovery Percentage” shall mean the fraction, expressed as a percentage, as to Inventory, (a) the numerator of which is the amount equal to the amount of the recovery in respect of the Inventory at such time, as to Inventory of the Retail Division, on a “net orderly liquidation value” basis, and as to Inventory of the Distribution Division, on a “net orderly liquidation value” basis as set forth in the most recent acceptable appraisal of Inventory received by Administrative Agent in accordance with Section 7.3, in each case, net of operating expenses, liquidation expenses and commissions, and (b) the denominator of which is the applicable original cost of the aggregate amount of the Inventory subject to such appraisal.

9.193 “Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

9.194 “Non-Military Receivables” shall mean Accounts due to a Borrower or a Guarantor which do not constitute Military Receivables.

9.195 “Non-Operating Assets” shall mean assets consisting of closed stores, vacant land or closed distribution centers or other facilities that are not currently used in the operations of Parent or its subsidiaries as set forth on Schedule 1.167 hereto.

9.196 “Obligations” shall mean (a) any and all Loans, Letter of Credit Accommodations and all other obligations, liabilities and indebtedness of every kind, nature and description owing by any or all of Borrowers to Administrative Agent or any Lender and/or any of their Affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under this Agreement or any of the other Financing Agreements, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of this Agreement or after the commencement of any case with respect to such Borrower under the United States Bankruptcy Code or any similar statute (including the payment of interest and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or


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allowable in whole or in part in such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, or secured or unsecured and (b) for purposes only of Section 5.1 hereof and subject to the priority in right of payment set forth in Section 6.4 hereof, all obligations, liabilities and indebtedness of every kind, nature and description owing by any Borrower or Guarantor to Administrative Agent or any Bank Product Provider arising under or pursuant to any Bank Products, whether now existing or hereafter arising, provided, that, (i) as to any such obligations, liabilities and indebtedness arising under or pursuant to a Hedge Agreement, the same shall only be included within the Obligations if upon Administrative Agent’s request, Administrative Agent shall have entered into an agreement, in form and substance reasonably satisfactory to Administrative Agent, with the Bank Product Provider that is a counterparty to such Hedge Agreement, as acknowledged and agreed to by Borrowers, providing for the delivery to Administrative Agent by such counterparty of information with respect to the amount of such obligations and providing for the other rights of Administrative Agent and such Bank Product Provider in connection with such arrangements and (ii) Administrative Agent shall have received from any Bank Product Provider, other than Wells and its Affiliates, written notice that (A) such Bank Product Provider has entered into a transaction to provide Bank Products to such Borrower or Guarantor and (B) the obligations arising pursuant to such Bank Products provided to such Borrower or Guarantor constitute Obligations entitled to the benefits of the security interest of Administrative Agent granted hereunder. In no event shall any Bank Product Provider acting in such capacity to whom such obligations, liabilities or indebtedness are owing be deemed a Lender for purposes hereof to the extent of and as to such obligations, liabilities or indebtedness except that each reference to the term “Lender” in Sections 12.1, 12.2, 12.5, 12.6, 12.7, 12.9, 12.12 and 13.6 hereof shall be deemed to include such Bank Product Provider and in no event shall the approval of any such person in its capacity as Bank Product Provider be required in connection with the release or termination of any security interest or lien in favor of Administrative Agent. The “Obligations” shall not include, with respect to any Borrower or Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Borrower or Guarantor of, or the grant by such Borrower or Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Borrower’s or Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the guarantee of such Borrower or Guarantor becomes effective with respect to such related Swap Obligation.

9.197 “Obligor” shall mean any guarantor, endorser, acceptor, surety or other person liable on or with respect to the Obligations or who is the owner of any property which is security for the Obligations (including, without limitation, Guarantors), other than Borrowers.

9.198 “OFAC” shall mean the Office of Foreign Assets Control of the U.S. Department of the Treasury.

9.199 “Other Taxes” shall have the meaning set forth in Section 6.11(c) hereof.

9.200 “PACA” shall mean the Perishable Agricultural Commodities Act, 1930, as amended, 7 U.S.C. Section 499a et. seq., as the same now exists or may hereafter from time to


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time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.

9.201 “PSA” shall mean the Packers and Stockyard Act of 1921, 7 U.S.C. Section 181 et. seq., as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

9.202 “Parent” shall mean SpartanNash Company, a Michigan corporation, formerly known as Spartan Stores, Inc., and its successors and assigns.

9.203 “Participant” shall mean any financial institution that acquires and holds a participation in the interest of any Lender in any of the Loans and Letter of Credit Accommodations in conformity with the provisions of Section 13.7 of this Agreement governing participations.

9.204 “Patriot Act” shall have the meaning set forth in Section 8.32 hereof.

9.205 “Payment Recipient” has the meaning provided in Section 13.13.

9.206 “Permits” shall have the meaning set forth in Section 8.7(b) hereof.

9.207 “Permitted Discretion” shall mean a determination made in good faith in the exercise of Administrative Agent’s reasonable business judgment based on how an asset-based lender with similar rights providing a credit facility of the type set forth herein would act in similar circumstances at the time with the information then available to it.

9.208 “Person” or “person” shall mean any individual, sole proprietorship, partnership, corporation (including any corporation which elects subchapter S status under the Code), limited liability company, limited liability partnership, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity or any government or any agency or instrumentality or political subdivision thereof.

9.209 “Pharmaceutical Laws” shall mean federal, state and local laws, rules or regulations, codes, orders, decrees, judgments or injunctions issued, promulgated, approved or entered, relating to dispensing, storing or distributing prescription medicines or products, including laws, rules or regulations relating to the qualifications of Persons employed to do the same.

9.210 “Pharmacy Receivables” means as to each Borrower, all present and future rights of such Borrower to payment from a Third Party Payor arising from the sale of prescription drugs by such Borrower (it being understood that the portion of the purchase price for such prescription drugs payable by the purchaser of such prescription drugs or any Person other than a Third Party Payor shall not be deemed to be a Pharmacy Receivable).

9.211 “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which any Borrower or Guarantor sponsors, maintains, or to which it makes, is making, or is


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obligated to make contributions, or in the case of a Multiemployer Plan has made contributions at any time during the immediately preceding six (6) plan years.

9.212 “Portal” has the meaning specified in Section 6.5.

9.213 “Prescription Files” shall mean, as to each Borrower and Guarantor, all of such Borrower’s or Guarantor’s now owned or hereafter existing or acquired retail customer files, (a) including prescriptions for retail customers and other medical information related thereto, maintained by the retail pharmacies of Borrowers and Guarantors, wherever located, and (b) the pharmaceutical customer list owned and controlled by any Borrower or Guarantor relating to certain items and services, including, without limitation, any drug price data, drug eligibility data, clinical drug information and health information of a pharmaceutical customer that is not protected under Sections 1171 through 1179 of the Social Security Act or other applicable law.

9.214 “Pro Forma Basis” shall mean, for purposes of calculating retail sales in Section 10.1(i) for the immediately preceding fiscal year and for purposes of calculating revenues in Section 10.1(n) for the immediately preceding fiscal year, that pro forma effect will be given to the Nash-Finch Merger, any acquisition or investment permitted under Section 9.10(j) hereof and sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business, division or store, in each case, that occurred during such immediately preceding fiscal year being used for such purpose as if such event occurred on the first day of such immediately preceding fiscal year.

9.215 “Pro Rata Share” shall mean:

(a) with respect to a Tranche A Lender's obligation to make Tranche A Revolving Loans and to acquire interests in Swing Line Loans, Special Administrative Agent Advances and Letter of Credit Accommodations and receive payments of interest, fees, and principal with respect thereto, the fraction (expressed as a percentage) the numerator of which is such Tranche A Lender's Tranche A Commitment and the denominator of which is the aggregate amount of all of the Tranche A Commitments of the Tranche A Lenders, as adjusted from time to time in accordance with the provisions of Section 13.7 hereof; provided, that, if the Tranche A Commitments have been terminated, the numerator shall be the unpaid amount of such Tranche A Lender's Tranche A Revolving Loans and its interest in the Swing Line Loans, Special Administrative Agent Advances and Letter of Credit Accommodations and the denominator shall be the aggregate amount of all unpaid Tranche A Revolving Loans, Swing Line Loans, Special Administrative Agent Advances and Letter of Credit Accommodations;

(b) with respect to a Tranche A-1 Lender's obligation to make Tranche A-1 Revolving Loans and receive payments of interest, fees, and principal with respect thereto, the fraction (expressed as a percentage) the numerator of which is such Tranche A-1 Lender's Tranche A-1 Commitment and the denominator of which is the aggregate amount of all of the Tranche A-1 Commitments of the Tranche A-1 Lenders, as adjusted from time to time in accordance with the provisions of Section 13.7 hereof;


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(d) with respect to all other matters (including, without limitation, the indemnification obligations arising under Section 11.5 hereof), at any time shall mean, as to any Lender, the fraction (expressed as a percentage) the numerator of which is such Lender’s aggregate Commitments and the denominator of which is the aggregate amount of all of the Commitments of Lenders, as adjusted from time to time in accordance with the provisions Section 13.7 hereof; provided, that, if the Commitments have been terminated, the numerator shall be the unpaid amount of such Lender’s Loans and its interest in the Swing Line Loans, Special Administrative Agent Advances and Letter of Credit Accommodations and the denominator shall be the aggregate amount of all unpaid Loans, Swing Line Loans, Special Administrative Agent Advances and Letter of Credit Accommodations.

9.216 “Provision for Taxes” shall mean an amount equal to all taxes imposed on or measured by net income, whether Federal, State, Provincial, county or local, and whether foreign or domestic, that are paid or payable by any Person in respect of any period in accordance with GAAP.

9.217 “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).

9.218 “QFC Credit Support” has the meaning specified in Section 13.12.

9.219 "Qualified Debt Agent" shall mean the entity acting in the capacity as agent or trustee, as applicable, with respect to a Qualified Debt Offering and any successor or replacement agent or trustee, as applicable, and their respective successors and assigns.

9.220 “Qualified Debt Intercreditor Agreement” shall mean, in form and substance reasonably satisfactory to Administrative Agent and the Required Lenders, the Intercreditor Agreement entered into on the date that Borrowers incur Indebtedness permitted to be incurred pursuant to Section 9.9(f) hereof, by and between Administrative Agent and each set of holders of such debt, as applicable (or their agent or trustee, as applicable), as acknowledged and agreed to by Borrowers and Guarantors, pursuant to which Administrative Agent shall subordinate its lien on the Qualified Debt Offering Priority Collateral (to no less than a second priority lien) and the holders of such debt (or their agent or trustee, as applicable) shall subordinate its lien on all Collateral other than the Qualified Debt Offering Priority Collateral, as the same be amended, modified, supplemented, extended, renewed, restated or replaced.

9.221 “Qualified Debt Offering" shall mean, at the option of the Borrowers, in each case, pursuant to and in accordance with the terms of Section 9.9(f) hereof, one or more (i) term loans made to the Borrowers or Guarantors after the Effective Date or (ii) senior notes issued by any Borrower or Guarantor after the Effective Date.

9.222 “Qualified Debt Offering Priority Collateral” shall mean, after the date that Borrowers or Guarantors have incurred Indebtedness pursuant to Section 9.9(f) hereof, collectively, that portion of the Collateral now owned or at any time hereafter acquired by any Borrower or Guarantor or in which any Borrower or Guarantor now has or at any time in the future may acquire any right, title or interest, consisting of


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(a) Equipment (other than Equipment that constitutes Eligible Equipment or Eligible Rolling Stock as of the date of the incurrence of such Indebtedness),

(b) Real Property and fixtures (other than Real Property that constitutes Eligible Real Property as of the date of the incurrence of such Indebtedness),

(d) instruments, documents, investment property, letters of credit, supporting obligations and chattel paper, in each case, to the extent that any amounts payable under or in connection with any of the items or types of assets described in clauses (a) through (c) above are evidenced by the items described in this clause (d) and

(e) all proceeds and products of any of the items or types of assets described in clauses (a) through (d) above.

9.223 “Real Property” shall mean all now owned and hereafter acquired real property of each Borrower and Guarantor, including leasehold interests, together with all buildings, structures, and other improvements located thereon and all licenses, easements and appurtenances relating thereto, wherever located, including the real property and related assets more particularly described in the Mortgages.

9.224 “Realty Reserves” shall mean such Reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate to reflect the impediments to Administrative Agent’s ability to realize upon any Eligible Real Property. Without limiting the generality of the foregoing, Realty Reserves may include (but are not limited to) (a) Environmental Compliance Reserves, (b) Reserves for (i) municipal taxes and assessments that may be required to be repaid in connection with any sale or other disposition of any of such Real Property, (ii) at any time, repairs required to maintain the Real Property at such time and/or to prepare it for a sale or other disposition, (iii) remediation of title defects, and (c) Reserves for Indebtedness secured by liens that are pari passu with, or have priority over, the lien of the Administrative Agent.

9.225 “Receivables” shall mean all of the following now owned or hereafter arising or acquired property of each Borrower and Guarantor: (a) all Accounts; (b) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account; (c) all payment intangibles of such Borrower or Guarantor; (d) letters of credit, indemnities, guarantees, security or other deposits and proceeds thereof issued payable to any Borrower or Guarantor or otherwise in favor of or delivered to any Borrower or Guarantor in connection with any Account; or (e) all other accounts, contract rights, chattel paper, instruments, notes, general intangibles and other forms of obligations owing to any Borrower or Guarantor, whether from the sale and lease of goods or other property, licensing of any property (including Intellectual Property or other general intangibles), rendition of services or from loans or advances by any Borrower or Guarantor or to or for the benefit of any third person (including loans or advances to any Affiliates or Subsidiaries of any Borrower or Guarantor) or otherwise associated with any Accounts, Inventory or general intangibles of any Borrower or Guarantor (including, without limitation, choses in action, causes of action, tax


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refunds, tax refund claims, any funds which may become payable to any Borrower or Guarantor in connection with the termination of any Plan or other employee benefit plan and any other amounts payable to any Borrower or Guarantor from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, casualty or any similar types of insurance and any proceeds thereof and proceeds of insurance covering the lives of employees on which any Borrower or Guarantor is a beneficiary).

9.226 “Records” shall mean, as to each Borrower and Guarantor, all of such Borrower’s and Guarantor’s present and future books of account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the Collateral or any Account Debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of any Borrower or Guarantor with respect to the foregoing maintained with or by any other person).

9.227 “Reference Bank” shall mean Wells Fargo Bank, National Association, or such other bank as Administrative Agent may from time to time designate.

9.228 “Refinancing Indebtedness” shall have meaning set forth in Section 9.9 hereof.

9.229 “Register” shall have the meaning set forth in Section 13.7 hereof.

9.230 “Required Lenders” shall mean, at any time, those Lenders whose Pro Rata Shares aggregate fifty-one (51%) percent or more of the aggregate of the Commitments of all Lenders, or if the Commitments shall have been terminated, Lenders to whom at least fifty-one (51%) percent of the then outstanding Obligations are owing; provided, that, (a) the Commitment of any Defaulting Lender shall be disregarded in the determination of the Required Lenders, (b) at any time that there are two (2) or more Lenders, “Required Lenders” must include at least two (2) Lenders (who are not Affiliates of one another), and (c) to the extent that the Pro Rata Shares of Wells and Bank of America aggregate fifty-one (51%) percent or more of the aggregate of the Commitments of all Lenders, “Required Lenders” must include at least three (3) Lenders (who are not Affiliates of one another). For purposes of calculating Pro Rata Share, the Commitments of any Defaulting Lender in determining Required Lenders at any time shall be deemed to be zero.

9.231 “Required Tranche A Lenders” shall mean, at any time, those Tranche A Lenders whose Pro Rata Shares aggregate fifty-one (51%) percent or more of the aggregate of the Tranche A Commitments of all Tranche A Lenders, or if the Tranche A Commitments shall have been terminated, Tranche A Lenders to whom at least fifty-one (51%) percent of the then outstanding Obligations in respect of Tranche A Revolving Loans are owing; provided, that, (a) the Commitment of any Defaulting Lender shall be disregarded in the determination of the Required Tranche A Lenders, (b) at any time that there are two (2) or more Tranche A Lenders, “Required Tranche A Lenders” must include at least two (2) Tranche A Lenders (who are not Affiliates of one another), and (c) to the extent that the Pro Rata Shares of Wells and Bank of America aggregate fifty-one (51%) percent or more of the aggregate of the Tranche A


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Commitments of all Tranche A Lenders, “Required Tranche A Lenders” must include at least three (3) Tranche A Lenders (who are not Affiliates of one another). For purposes of calculating Pro Rata Share, the Commitments of any Defaulting Lender in determining Required Tranche A Lenders at any time shall be deemed to be zero.

9.232 “Required Tranche A-1 Lenders” shall mean, at any time, those Tranche A-1 Lenders whose Pro Rata Shares aggregate fifty-one (51%) percent or more of the aggregate of the Tranche A-1 Commitments of all Tranche A-1 Lenders, or if the Tranche A-1 Commitments shall have been terminated, Tranche A-1 Lenders to whom at least fifty-one (51%) percent of the then outstanding Obligations in respect of Tranche A-1 Revolving Loans are owing; provided, that, (a) the Commitment of any Defaulting Lender shall be disregarded in the determination of the Required Tranche A-1 Lenders, and (b) at any time that there are two (2) or more Tranche A-1 Lenders, “Required Tranche A-1 Lenders” must include at least two (2) Tranche A-1 Lenders (who are not Affiliates of one another). For purposes of calculating Pro Rata Share, the Commitments of any Defaulting Lender in determining Required Tranche A-1 Lenders at any time shall be deemed to be zero.

9.233 “Reserves” shall mean as of any date of determination, such amounts as Administrative Agent may from time to time establish and revise in its Permitted Discretion reducing the amount of Loans and Letter of Credit Accommodations which would otherwise be available to any Borrower under the lending formula(s) provided for herein: (a) to reflect events, conditions, contingencies or risks which adversely affect, or have a reasonable likelihood of adversely affecting (i) the assets or business of Borrowers, including the Collateral or its value or the amount that might be obtained upon the sale or other disposition or realization on such Collateral or (ii) the security interests and other rights of Administrative Agent or any Lender in the Collateral (including the enforceability, perfection and priority thereof) or (b) to reflect Administrative Agent’s good faith belief that any collateral report or financial information furnished by or on behalf of any Borrower or Obligor to Administrative Agent is or was incomplete, inaccurate or misleading in any material respect or (c) to reflect outstanding Letter of Credit Accommodations as provided in Section 2.4 hereof or (d) in respect of any state of facts which Administrative Agent determines in good faith constitutes a Default or an Event of Default. Without limiting the generality of the foregoing, Reserves may, at Administrative Agent’s option in its Permitted Discretion, be established to reflect: (i) chargebacks with respect to Accounts, (ii) returns, discounts, claims, credits and allowances of any nature that are not paid pursuant to the reduction of Accounts, (iii) the sales, excise or similar taxes included in the amount of any Accounts reported to Administrative Agent, (iv) a change in the turnover, age or mix of the categories of Inventory or Rolling Stock that adversely affects the aggregate value of all Inventory or Rolling Stock, as the case may be, (v) variances between the perpetual inventory records of Borrowers (to the extent such perpetual inventory records are maintained) and the results of the test counts of the Inventory that is subject to such perpetual inventory records conducted by Administrative Agent with respect thereto in excess of the percentage acceptable to Administrative Agent, (vi) variances between the inventory records of Borrowers and Guarantors and the results of test counts or physical counts of inventory with respect thereto, (vii) variances between the stock ledger inventory report for non-perishable items in the Retail Division and the general ledger with respect thereto; (viii) amounts owing by Borrowers to Credit Card Issuers or Credit Card Processors in connection with the Credit Card Agreements, (ix) amounts due or to


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become due in respect of sales, excise, use and/or withholding taxes, (x) liabilities of any Borrower or Guarantor that are entitled to receive the benefit of a security interest or trust pursuant to the PACA, the PSA or any other similar state law (provided, that, as of the Effective Date, Borrowers represent that there are no such liabilities under the PSA since Borrowers have written agreements providing for the extension of credit to them for all purchases of meat, meat products and livestock products by Borrowers), (xi) inventory shrinkage, (xii) the aggregate amount of merchandise gift certificates and coupons, (xiii) any rental payments, service charges or other amounts to become due to lessors of real property to the extent Inventory, Equipment, Rolling Stock or Records are located in or on such property or such Records are needed to monitor or otherwise deal with the Collateral (except for rents and amounts due for the lease of Real Property by Borrowers where Administrative Agent has received a Collateral Access Agreement in a form acceptable to Administrative Agent, provided, that, in the event that Administrative Agent has not received a Collateral Access Agreement or has received a Collateral Access Agreement that does not have terms that are acceptable to Administrative Agent for any retail store location that is leased by a Borrower, the Reserves established in respect of such location pursuant to this clause (xiii) shall not exceed at any time the lesser of (A) the aggregate of amounts payable to the owners and lessors of such location for the next two (2) months from any such time and including amounts if any, then outstanding and unpaid owed by a Borrower to such owners and lessors or (B) the value of the Eligible Equipment, Eligible Inventory and Eligible Rolling Stock at such location to the extent included in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base, except that such limitation on the amount of the Reserves shall not apply at any time that a Default or Event of Default shall exist or have occurred and be continuing, or a notice of any default or event of default under the lease with respect to such location has been received by or on behalf of any Borrower or Guarantor (except where the existence of the default specified in such notice is being disputed in good faith by such Borrower or Guarantor provided that such Borrower or Guarantor is continuing to pay rent and all other amounts payable under the lease with respect to such premises or if not, then is paying such rent and other amounts into escrow so that such funds will be available to the lessor in the event that such Borrower or Guarantor does not succeed in such dispute) or a Borrower has granted to the owner and lessor a security interest or lien upon any assets of such Borrower, (xiv) reductions in the number of repeat prescriptions, the average volume of prescriptions being filled, or the change in the mix of the types of payors with respect to sales of prescriptions, or any other changes to the factors identified in any appraisal that adversely affect the amount that may be recovered by Administrative Agent from the sale or other disposition of the Prescription Files (provided, that, Borrowers may at any time and from time to time obtain appraisals that satisfy the requirements of Administrative Agent provided for herein with respect to the Prescription Files, and to the extent that the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base has been adjusted to reflect the then current value of the Eligible Prescription Files based on the results of such appraisal, such Reserves shall not be established), (xv) any statutory or regulatory changes after the Effective Date, or as to Ohio and Michigan laws are not disclosed in the opinions of counsel to Borrowers addressed and delivered to Administrative Agent on the Effective Date, that adversely affect the transferability of the Prescription Files, (xvi) [reserved], (xvii) the Tax Stamps Reserve, (xviii) customs duties and other costs to release Inventory which is being imported into the United States, (xix) Customer Credit Liabilities, (xx) Realty Reserves, and (xxi) premiums payable under Eligible Life Insurance Policies. To the extent that such Reserve is in respect of amounts that may be payable to third parties, the


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Administrative Agent may, at its option, but without duplication, deduct such Reserve from (A) the Tranche A Maximum Credit at any time that the Tranche A Maximum Credit is less than the amount of the Tranche A Borrowing Base or (B) the Tranche A-1 Maximum Credit at any time that the Tranche A-1 Maximum Credit is less than the amount of the Tranche A-1 Borrowing Base. To the extent Administrative Agent may revise the lending formulas used to determine the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base or establish new criteria or revise existing criteria for Eligible Accounts or Eligible Inventory so as to address any circumstances, condition, event or contingency in a manner satisfactory to Administrative Agent, Administrative Agent shall not establish a Reserve for the same purpose. The amount of any Reserve established by Administrative Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such reserve as determined by Administrative Agent in good faith.

9.234 “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

9.235 “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party or any of the other individuals designated in writing to the Administrative Agent by an existing Responsible Officer of a Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder, including, with respect to the Portal, any person authorized and authenticated through the Portal in accordance with the Administrative Agent’s procedures for such authentication. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

9.236 “Retail Division” shall mean the operations of Family Fare, Prevo, Seaway, Gruber RE, Spartan Fuel, Nash-Finch, Super Food, U Save and Erickson’s (together with their respective successors and assigns) consisting of ownership by such Borrowers and their Subsidiaries of retail supermarkets, pharmacies, fuel centers and convenience stores, together with all related retail operations by them.

9.237 “Revolving Loans” shall mean, collectively, the Tranche A Revolving Loans and the Tranche A-1 Revolving Loans.

9.238 “Rolling Stock” shall mean, as to each Borrower, all of such Borrower’s trucks, trailers, tractors and intermodal units for use in connection therewith, wherever located.

9.239 “Sale and Lease-Back Transaction” shall mean the sale by any Borrower or Guarantor of real property pursuant to any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any real property, whether now owned or hereafter acquired, and thereafter rent or lease such real property that it intends to use for substantially the same purpose or purposes as the real property being sold or transferred.

9.240 “Sanctioned Entity” shall mean, at any time (a) a country, region or territory or a government of a country or territory, (b) an agency of the government of a country, region or


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territory , (c) an organization directly or indirectly controlled by a country, region or territory or its government, (d) a Person resident in or determined to be resident in a country, region or territory, in each case of clauses (a) through (d), that is a target of Sanctions, including a target of any country sanctions program administered and enforced by OFAC.

9.241 “Sanctioned Person” shall mean, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFAC’s consolidated Non-SDN list or any other Sanctions-related list maintained by any Governmental Authority, (b) a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in clauses (a) through (c) above.

9.242 “Sanctions” shall mean individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council, (c) the European Union or any European Union member state, (d) Her Majesty’s Treasury of the United Kingdom, or (d) any other Governmental Authority with jurisdiction over any Lender or any Borrower, any Guarantor or any of its or their respective Subsidiaries or Affiliates.

9.243 “Secured Parties” shall mean, collectively, (a) Administrative Agent, (b) Issuing Bank, (c) Lenders and (d) Bank Product Providers; provided, that, as to any Bank Product Provider, only to the extent of the Obligations owing to such Bank Product Provider.

9.244 “Senior Note Indenture” shall mean the Indenture, dated December 6, 2012, by and between Parent, as issuer, and The Bank of New York Trust Company, N.A., as trustee, with respect to the Senior Notes, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced from time to time.

9.245 “Senior Notes” shall mean, collectively, the 6.625% Senior Notes Due 2016 issued by Parent in the original aggregate principal amount not to exceed $50,000,000 pursuant to the Senior Note Indenture, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced from time to time.

9.246 “Senior Notes Trustee” shall mean The Bank of New York Trust Company, N.A., as trustee under the Senior Notes, and its successors and assigns, and any replacement or successor trustee thereunder.

9.247 “Simple SOFR Adjustment” a percentage equal to 0.10% per annum.

9.248 “Simple SOFR Determination Day” has the meaning specified therefor in the definition of Adjusted Daily Simple SOFR.


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9.249 “Simple SOFR Rate Day” has the meaning specified therefor in the definition of Adjusted Daily Simple SOFR.

9.250 “Social Security Act” shall mean the Social Security Act, 92 U.S.C. Section 1396, et seq, as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

9.251 “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

9.252 “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

9.253 “SOFR Borrowing” means a borrowing comprised of SOFR Rate Loans.

9.254 “SOFR Loan Notice” means a notice for a SOFR Borrowing or continuation pursuant to Section 6.5(b), which shall be substantially in the form of Exhibit H.

9.255 “SOFR Rate Loan” means any Daily Simple SOFR Loan or Term SOFR Rate Loan.

9.256 “Solvent” shall mean, at any time with respect to any Person, that at such time such Person (a) is able to pay its debts as they mature and has (and has a reasonable basis to believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business consistent with its practices as of the Effective Date, and (b) the assets and properties of such Person at a fair valuation (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification arising pursuant to any guarantees given by such Person) are greater than the Indebtedness of such Person, and including subordinated and contingent liabilities computed at the amount which, such person has a reasonable basis to believe, represents an amount which can reasonably be expected to become an actual or matured liability (and including as to contingent liabilities arising pursuant to any guarantee the face amount of such liability as reduced to reflect the probability of it becoming a matured liability).

9.257 “Special Administrative Agent Advances” shall have the meaning set forth in Section 12.11 hereof.

9.258 “Specified Representations” shall mean the representations and warranties set forth in Sections 8.1, the first sentence of 8.4, the second sentence of 8.7(a), 8.12(d), 8.24, 8.29, 8.31 and 8.32 herein.

9.259 “SPTs” has the meaning specified therefor in Section 2.9.

9.260 “SSD” shall mean SS Delaware, Inc., a Delaware corporation, and its successors and assigns.

9.261 “Store Accounts” shall have the meaning set forth in Section 6.3 hereof.


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9.262 “Subsidiary” or “subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, limited liability partnership or other limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Capital Stock or other interests entitled to vote in the election of the board of directors of such corporation (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency), managers, trustees or other controlling persons, or an equivalent controlling interest therein, of such Person is, at the time, directly or indirectly, owned by such Person and/or one or more subsidiaries of such Person.

9.263 “Supermajority Lenders” shall mean, at any time, those Lenders whose Pro Rata Shares aggregate sixty-six and two-thirds (66 2/3%) percent or more of the aggregate of the Commitments of all Lenders, or if the Commitments shall have been terminated, Lenders to whom at least sixty-six and two-thirds (66 2/3%) percent of the then outstanding Obligations are owing; provided, that, (a) the Commitment of any Defaulting Lender shall be disregarded in the determination of the Supermajority Lenders, and (b) at any time that there are two (2) or more Lenders, “Supermajority Lenders” must include at least two (2) Lenders (who are not Affiliates of one another). For purposes of calculating Pro Rata Share, the Commitments of any Defaulting Lender in determining Supermajority Lenders at any time shall be deemed to be zero.

9.264 “Supported QFC” has the meaning specified in Section 13.12.

9.265 “Sustainability Linked Loan Principles” means the Sustainability Linked Loan Principles as most recently published by the Loan Market Association, the Asia Pacific Loan Market Association, and the Loan Syndications & Trading Association.

9.266 “Sustainability Structuring Agent” shall mean Wells Fargo Securities LLC, in its capacity as sustainability structuring agent on behalf of the Lenders pursuant to the terms hereof and any replacement or successor agent hereunder.

9.267 “Swing Line Lender” shall mean Wells Fargo Capital Finance, LLC, in its capacity as the lender of Swing Line Loans, and its successors and assigns.

9.268 “Swing Line Loans” shall mean loans now or hereafter made by Swing Line Lender on a revolving basis pursuant to the Credit Facility (involving advances, repayments and readvances) as set forth in Section 2.2 hereof.

9.269 “Swing Line Loan Limit” shall mean $100,000,000.

9.270 “Tax Stamps” shall mean all tax stamps, excise tax stamps, adhesive stamps, meter stamps and similar stamps, which in each case evidence the valid and effective payment of cigarette taxes to applicable Governmental Authorities.

9.271 “Tax Stamps Reserve” shall mean, at any given time, with respect to any Eligible Unaffixed Tax Stamp Inventory, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate with respect to the sum of the “net stamp tax obligations” in each State in which any Borrower purchases Tax Stamps, wherein the


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“net stamp tax obligations” for each State are equal to the aggregate obligations and/or liabilities owing to any Governmental Authority in such State for purchases of Tax Stamps (including any checks or instruments of payment issued by or on behalf of any Borrower which are held by any taxing authority in such State and not yet submitted for presentment and collection), and the aggregate obligations and/or liabilities owing to any Governmental Authority in such State based on an audit of a Borrowers’ monthly Tax Stamp report delivered to such Governmental Authority in such State but excluding all such obligations and/or liabilities owing to any Governmental Authority in such States as determined by Administrative Agent in its Permitted Discretion; provided, that, the amount of any such Reserve shall be reduced by the amount payable under any surety bond issued to or for the benefit of any Governmental Authority of a State so long as Administrative Agent shall have received an opinion letter, in form and substance reasonably satisfactory to the Administrative Agent, from counsel licensed in such State opining that amounts owing to such State would not be entitled to payment from any assets of the Borrowers (or held by them) prior to the Obligations, whether as a result of amounts collected by any Borrower in respect of cigarette taxes being trust funds or any Borrower acting as agent for such State for purposes of the collection of such cigarette taxes, as an offset against Tax Stamps held or used by such Borrower or otherwise.

9.272 “Term SOFR” means,

(a) for any calculation with respect to a Term SOFR Rate Loan, the Term SOFR Reference Rate for a tenor of one, three or six months on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business


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Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.

9.273 “Term SOFR Adjustment” means a percentage equal to 0.10% per annum.

9.274 “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

9.275 “Term SOFR Rate Loan” means a Loan that bears interest at a rate determined by reference to Adjusted Term SOFR (other than pursuant to clause (b) of the definition of “Base Rate”).

9.276 “Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

9.277 “Third Party Payor” shall mean any Person, such as, a Fiscal Intermediary, Blue Cross/Blue Shield, or private health insurance company, which is obligated to reimburse or otherwise make payments to health care providers who provide medical care or medical assistance or other goods or services for eligible patients under Medicare, Medicaid or any private insurance contract.

9.278 “Total Borrowing Base” shall mean, the sum of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base.

9.279 “Total Funded Indebtedness” shall mean, as of any date of determination, with respect to Parent and its Subsidiaries (determined on a consolidated basis), without duplication, any liability, whether or not contingent, (a) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments (including, but not limited to, mortgages); (b) representing the balance deferred and unpaid of the purchase price of any property or services (other than an account payable to a trade creditor (whether or not an Affiliate) incurred in the ordinary course of business of such Person and payable in accordance with customary trade practices, but including, without limitation, all earn-outs and similar deferred payment obligations); (c) all obligations as lessee under leases which have been, or should be, in accordance with GAAP recorded as Capital Leases; (d) all reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker’s acceptances, bank guaranties, drafts or similar documents or instruments issued for such Person’s account; (e) the principal and interest portions of all rental obligations of such Person under any synthetic lease or similar off-balance sheet financing where such transaction is considered to be borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP, (f) in respect of letters of credit issued on behalf of the Borrowers and Guarantors (and/or in connection with the Borrowers and Guarantors have reimbursement obligations) and (g) all obligations, liabilities and indebtedness of such Person (marked to market) arising under swap agreements, cap agreements, hedging agreements, collar agreements and other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency or commodity values.


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9.280 “Tranche A Borrowing Base” shall mean, at any time, the amount equal to:

(a) ninety (90%) percent multiplied by the net amount of Eligible Accounts (other than those arising from Pharmacy Receivables, Credit Card Receivables and Military Receivables); plus

(b) ninety (90%) percent multiplied by the net amount of Eligible Accounts arising from Pharmacy Receivables; plus

(d) eighty-five (85%) percent multiplied by the net amount of (after deducting, without duplication, the Military Receivables Deduction Amount) Eligible Military Receivables; plus

(e) ninety (90%) percent of the Net Recovery Percentage for the Eligible Inventory (other than Eligible Unaffixed Tax Stamp Inventory) of the Retail Division multiplied by the Value of such Eligible Inventory; plus

(f) ninety (90%) percent of the Net Recovery Percentage for the Eligible Inventory (other than Eligible Unaffixed Tax Stamp Inventory) of the Distribution Division (including, for this purpose, Inventory which gives rise to Military Receivables) multiplied by the Value of such Eligible Inventory; plus

(g) ninety (90%) percent of the Net Recovery Percentage of Eligible In-Transit Inventory multiplied by the Value of such Eligible In-Transit Inventory; plus

(h) ninety (90%) percent of Eligible Unaffixed Tax Stamp Inventory; plus

(i) the lesser of: (A) ninety-five percent (95%) of the Cash Surrender Value of Eligible Life Insurance Policies and (B) $10,000,000, plus

(j) the Tranche A Prescription File Availability; plus

(k) the Tranche A Real Estate Availability; plus

(l) the Tranche A Equipment Availability; plus

(m) the Tranche A Rolling Stock Availability; plus

(n) ninety-eight (98%) percent of Eligible Cash and Cash Equivalents; minus

(o) Reserves.

The amounts of Eligible Inventory of any Borrower shall, at Administrative Agent’s option, be determined based on the lesser of the amount of Inventory set forth in the general


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