Exhibit 10.5
[Execution]
LENDER JOINDER AGREEMENT
LENDER JOINDER AGREEMENT, dated as of April 17, 2023 (this “Joinder”), is by and among Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as agent (in such capacity, “Administrative Agent”) on behalf of the lenders party to the Loan Agreement (as hereinafter defined) from time to time (individually, each a “Lender” and collectively, “Lenders”), Associated Bank, National Association, as a new Lender (“Associated”), CoBank, ACB, as a new Lender (“CoBank”, and together with Associated, each individually a “New Lender” and collectively, the “New Lenders”) and SpartanNash Company, a Michigan corporation, formerly known as Spartan Stores, Inc., in its capacity as Lead Borrower (in such capacity, “Lead Borrower”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement (as defined below).
W I T N E S S E T H
WHEREAS, Borrowers and Guarantors have entered into financing arrangements with Administrative 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, Administrative 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, Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated March 22, 2019 and Amendment No. 6 to Amended and Restated Loan and Security Agreement, dated November 17, 2022 (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, pursuant to Section 2.6 of the Loan Agreement, the Lead Borrower has requested an increase in the Tranche A Maximum Credit and the Tranche A Commitments under the Loan Agreement by $115,000,000, and each New Lender has agreed to provide a portion of such new Tranche A Commitment, in each case, subject to the satisfaction of the conditions set forth in Section 2.6 of the Loan Agreement;
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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Exhibit 10.5
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Exhibit 10.5
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IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be executed by their respective officers, as of the first date written above.
LEAD Borrower:
SPARTANNASH COMPANY, formerly known as Spartan Stores, Inc.
By: /s/ William Jacobs
Name: William Jacobs
Title: VP Real Estate & Treasury
Administrative Agent:
Wells Fargo Capital Finance, LLC, as Administrative Agent
By: /s/ Peter Foley
Name: Peter Foley
Title: Director
new lenderS:
Associated Bank, National Association, as a New Lender
By: /s/ Brian Roman
Name: Brian Roman
Title: Sr. Vice President
CoBank, ACB, as a New Lender
By: /s/ John Trawick
Name: John Trawick
Title: Vice President
[Lender Joinder Agreement (Spartan)]
Exhibit A
to
Joinder Agreement
Commitments
Lender | Total Commitment | Tranche A | Tranche A-1 |
Wells Fargo Capital Finance, LLC | $235,000,000 | $222,500,000 | $12,500,000 |
Bank of America, N.A. | $230,000,000 | $217,500,000 | $12,500,000 |
Fifth Third Bank | $135,000,000 | $125,000,000 | $10,000,000 |
BMO Harris Bank, N.A. | $105,000,000 | $100,000,000 | $5,000,000 |
JPMorgan Chase Bank, N.A. | $90,000,000 | $90,000,000 | - |
U.S. Bank National Association | $55,000,000 | $55,000,000 | - |
Compeer Financial, PCA | $50,000,000 | $50,000,000 | - |
PNC Bank, National Association | $40,000,000 | $40,000,000 | - |
TD Bank, N.A. | $75,000,000 | $75,000,000 | - |
Associated Bank, National Association | $40,000,000 | $40,000,000 | - |
CoBank, ACB | $75,000,000 | $75,000,000 | - |
Total | $1,130,000,000 |
$1,090,000,000 |
$40,000,000 |