AMENDMENT NO. 12 TO LOAN AND SECURITY AGREEMENT

Exhibit 10.2

[Execution]

AMENDMENT NO. 12 TO

LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 12 TO LOAN AND SECURITY AGREEMENT, dated December 4, 2012, by and among Spartan Stores, Inc., a Michigan corporation (“Parent”), Spartan Stores Distribution, LLC, a Michigan limited liability company (“Stores Distribution”), Market Development, LLC, a Michigan limited liability company (“MDC”), Spartan Stores Associates, LLC, a Michigan limited liability company (“Associates”), Family Fare, LLC, a Michigan limited liability company (“Family Fare”), MSFC, LLC, a Michigan limited liability company (“MSFC”), Seaway Food Town, Inc., a Michigan corporation (“Seaway”), The Pharm of Michigan, Inc. (“Pharm”), a Michigan corporation, Valley Farm Distributing Co., an Ohio corporation (“Valley Farm”), Xxxxxx’x Real Estate, LLC, a Michigan limited liability company (“Xxxxxx RE”), Xxxxx’x Family Markets, Inc., a Michigan corporation (“Xxxxx”), Xxxxxx Pharmacy, Inc., a Michigan corporation (“Xxxxxx”), 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 (together with Lead Borrower, Stores Distribution, United, MDC, Associates, Family Fare, MSFC, Seaway, Pharm, Valley Farm, Xxxxxx RE, Xxxxx, Xxxxxx and SPM, each individually a “Borrower” and collectively, “Borrowers”), any Person that at any time becomes party to a guarantee in favor of Administrative Agent or otherwise liable on or with respect to the Obligations (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 Xxxxx Fargo Capital Finance, LLC, successor by merger to Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation (Central), 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 Loan and Security Agreement, dated December 23, 2003, by and among Borrowers, Guarantors, Agent and Lenders, as amended and supplemented by Amendment No. 1 to Loan and Security Agreement, dated as of July 29, 2004, Amendment No. 2 to Loan and Security Agreement, dated as of December 22, 2004, Amendment No. 3 to Loan and Security Agreement, dated as of December 9, 2005, Amendment No. 4 to Loan and Security Agreement, dated as of March 17, 2006, Amendment No. 5 to Loan and Security Agreement, dated as of April 5, 2007, Amendment No. 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 and Amendment No. 11 to Loan and Security Agreement, dated June 8, 2012 (as the same now exists and is amended and supplemented pursuant hereto and may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and the other Financing Agreements (as defined therein); and

Amendment No. 12 to LSA

WHEREAS, Borrowers and Guarantors have requested that Administrative Agent and Lenders agree to certain amendments to the Loan Agreement, and Administrative Agent and Lenders are willing to agree to such amendments, subject to the terms and conditions herein; and

WHEREAS, by this Amendment Xx. 00, Xxxxxxxxx, Xxxxxxxxxx, 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:

1. Definitions.

(a) Additional Definitions. As used herein, the following terms shall have the meanings given to them below, and the Loan Agreement and the other Financing Agreements shall be deemed and are hereby amended to include, in addition and not in limitation, the following definitions:

(i) “Amendment No. 12” shall mean Amendment No. 12 to Loan and Security Agreement, dated December     , 2012, by and among Borrowers, Guarantors, Administrative Agent and Lenders, as amended, modified, supplemented, extended, renewed, restated or replaced.

(ii) “Senior Note Indenture” shall mean an Indenture, dated on or about the date of Amendment No. 12, 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 may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time.

(iii) “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 may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time.

(b) Interpretation. For purposes of this Amendment No. 12, unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings assigned to such terms in the Loan Agreement.

2. Restrictions on Subsidiaries. Section 8.14 of the Loan Agreement is hereby amended by deleting the beginning reference to “Except for restrictions contained in this Agreement or” and replacing it with “Except for restrictions contained in this Agreement, in the Senior Note Indenture (as in effect on the date of Amendment No. 12) or”.

3. Limitation of Restrictions Affecting Subsidiaries. Section 9.17 of the Loan Agreement is hereby amended by (a) deleting the reference to “and” at the end of clause (vi) therein, (b) deleting the period at the end of clause (vii) therein and (c) adding the following at the end of clause (vii) therein: “, and (viii) the Senior Note Indenture (as in effect on the date of Amendment No. 12)”.

Amendment No. 12 to LSA

4. 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. 12), 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. 12 and each other agreement or instrument to be executed and delivered by the Borrowers and Guarantors pursuant hereto 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 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.

(b) The execution, delivery and performance of this Amendment No. 12 (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company powers and (b) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate or articles of incorporation, by laws, 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.

(c) All of the representations and warranties set forth in the Amended 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.

(d) No Default or Event of Default exists or has occurred and is continuing.

5. 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:

Amendment No. 12 to LSA

(a) receipt by Administrative Agent of counterparts of this Amendment No. 12, duly authorized, executed and delivered by the parties hereto (including all Lenders required for the amendments provided for herein);

(b) receipt by Administrative Agent, in form and substance satisfactory to Administrative Agent, of a true, correct and complete copy of the Senior Note Indenture;

(c) receipt by Administrative Agent of a true and correct copy of any consent, waiver or approval (if any) to or of this Amendment No. 12, which any Borrower is required to obtain from any other Person; and

(d) No Default or Event of Default shall exist or have occurred and be continuing.

6. 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. 12, the provisions of this Amendment No. 12 shall control. By executing this Amendment No. 12, each Borrower is deemed to execute the Amended Loan Agreement and to be bound by the terms and conditions thereof.

7. 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. 12.

8. Governing Law. The validity, interpretation and enforcement of this Amendment No. 12 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, 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.

9. Binding Effect. This Amendment No. 12 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

10. Headings. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 12.

11. Counterparts. This Amendment No. 12 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 12 by telefacsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Amendment No. 12. Any party delivering an executed counterpart of this Amendment No. 12 by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement.

Amendment No. 12 to LSA

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 12 to be duly executed and delivered by their authorized officers as of the day and year first above written.

ADMINISTRATIVE AGENT						BORROWERS
XXXXX FARGO CAPITAL FINANCE, LLC, successor by merger to Wachovia Capital Finance Corporation (Central), f/k/a Congress Financial Corporation (Central), as Administrative Agent						SPARTAN STORES, INC.
By:						By:
Title:						Title:
						SPARTAN STORES DISTRIBUTION, LLC MARKET DEVELOPMENT, LLC SPARTAN STORES ASSOCIATES, LLC FAMILY FARE, LLC MSFC, LLC SEAWAY FOOD TOWN, INC. THE PHARM OF MICHIGAN, INC. VALLEY FARM DISTRIBUTING CO. XXXXXX’X REAL ESTATE LLC XXXXXX PHARMACY, INC. XXXXX’X FAMILY MARKETS, INC. SPARTAN PROPERTIES MANAGEMENT, INC. (f/k/a Buckeye Real Estate Management Co.) SPARTAN STORES FUEL, LLC
						By:
						Title:

Amendment No. 12 to LSA

LENDERS

XXXXX FARGO CAPITAL FINANCE, LLC,

successor by merger to Wachovia Capital Finance

Corporation (Central), f/k/a Congress

Financial Corporation (Central)

By:

Title:

BANK OF AMERICA, N.A. (successor by

merger to Fleet Capital Corporation)

By:

Title:

PNC BANK, NATIONAL ASSOCIATION, successor to National City Business Credit, Inc.

By:

Title:

FIFTH THIRD BANK, an Ohio Banking

Corporation, successor by merger to Fifth Third

Bank, a Michigan Banking Corporation

By:

Title:

U.S. BANK NATIONAL ASSOCIATION

By:

Title:

Amendment No. 12 to LSA