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NASH-FINCH COMPANY
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FIRST AMENDMENT
Dated as of November 15, 1996
to
NOTE AGREEMENTS
Dated as of September 15, 1987,
Re: $10,000,000 9.9% Senior Notes
Due September 30, 2002
NOTE AGREEMENTS
Dated as of September 29, 1989,
Re: $15,000,000 9.0% Senior Notes
Due September 29, 1999
NOTE AGREEMENTS
Dated as of March 22, 1991,
Re: $15,000,000 8.98% Senior Notes
Due March 22, 2006
NOTE AGREEMENTS
Dated as of March 17, 1993,
Re: $25,000,000 7.54% Senior Notes
Due March 17, 2008
and
NOTE AGREEMENTS
Dated as of March 22, 1996
Re: $30,000,000 7.13% Senior Notes
Due October 1, 2011
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FIRST AMENDMENT TO NOTE AGREEMENTS
THIS FIRST AMENDMENT dated as of November 15, 1996 (the or this "FIRST
AMENDMENT") to the following Note Agreements between the Company and the
respective purchasers listed on Schedule I thereto:
(i) Note Agreements dated as of September 15, 1987;
(ii) Note Agreements dated as of September 29, 1989;
(iii) Note Agreements dated as of March 22, 1991;
(IV) Note Agreements dated as of March 17, 1993; AND
(v) Note Agreements dated as of March 22, 1996,
(collectively, the "NOTE AGREEMENTS") is between NASH-FINCH COMPANY, INC., a
Delaware corporation (the "COMPANY"), and each of the institutions which is a
signatory to this First Amendment (collectively, the "NOTEHOLDERS").
RECITALS:
A. The Company has heretofore entered the Note Agreements with the
respective purchasers listed on Schedule I thereto pursuant to which the
Company has heretofore respectively issued the $10,000,000 9.9% Senior Notes
due September 30, 2002, the $15,000,000 9.0% Senior Notes due September 29,
1999, the $15,000,000 8.98% Senior Notes due March 22, 2006, the $25,000,000
7.54% Senior Notes due March 17, 2008 and $30,000,000 7.13% Senior Notes due
October 1, 2011.
B. The Company and the Noteholders now desire to amend the Note
Agreements in the respects, but only in the respects, hereinafter set forth.
C. Terms used herein shall have the respective meanings ascribed
thereto in the Note Agreements unless herein defined or the context shall
otherwise require.
D. All requirements of law have been fully complied with and all other
acts and things necessary to make this First Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed
have been done or performed.
NOW, THEREFORE, the Company and the Noteholders, in consideration of
good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, do hereby agree as follows:
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SECTION 1. AMENDMENTS.
1.1 Section 6.8(a)(4) (or Section 6.8(a)(iv) as the case may be)
of each of the Note Agreements is hereby amended by deleting the reference to
"60%" set forth therein and inserting in its place the following: "60% (or
70% during the period from November 15, 1996 to December 27, 1996)".
Section 2 of the Existing Note Agreements is hereby amended by inserting
as the last Section (either Section 2.5 or Section 2.6) of Section 2 the
following:
PREPAYMENT AT OPTION OF HOLDERS.
At any time after November 15, 1996 and prior to December 27, 1996, the
holder of any Notes may give the Company notice (the "NOTICE OF ELECTION") at
its address set forth in SECTION 9.6 hereof of the election of such holder to
require the Company to redeem all, but not less than all, of the outstanding
Notes held by such holder (an "ELECTING HOLDER"). The Company shall redeem
the Notes of each Electing Holder on the date which is five (5) business days
after receipt of such Notice of Election by payment of an amount equal to
100% of the principal amount of such Notes, plus the Make Whole Premium
determined for the date of prepayment with respect to such principal amount,
together with interest on such Notes accrued to the date of such prepayment.
Upon any prepayment of less than all of the Notes pursuant to this Section,
the principal amount of each required prepayment of the Notes, if any,
becoming due under Section 2.1 on and after the date of such prepayment shall
be reduced in the same proportion as the aggregate unpaid principal amount of
the Notes is reduced as a result of such prepayment.
The Company will at all times maintain amounts permitted to be actually
borrowed under its Bank Facility equal to or greater than the amount
necessary to prepay all of the Notes pursuant to this Section.
Section 5.1 of the Existing Note Agreements is hereby amended by
inserting the following definition in alphabetical order:
"BANK FACILITY" shall mean Credit Agreement dated as of October 8, 1996
among Nash-Finch Company and the banks signatory thereto.
SECTION 2. MISCELLANEOUS
2.1 This First Amendment shall be construed in connection with and
as part of each of the Note Agreements, and except as modified and expressly
amended by this First
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Amendment, all terms, conditions and covenants contained in the Note
Agreements and the Notes are hereby ratified and shall be and remain in full
force and effect.
2.2 Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
First Amendment may refer to the Note Agreements without making specific
reference to this First Amendment but nevertheless all such references shall
include this First Amendment unless the context otherwise requires.
2.3 In accordance with the Note Agreements, the Company hereby
agrees to pay, concurrently with the execution and delivery of this First
Amendment, the fees and disbursements of Chapman and Cutler, special counsel
to the Noteholders.
2.4 The descriptive headings of various sections or parts of this
First Amendment are for convenience only, and shall not affect the meaning or
construction of any of the provisions hereof.
2.5 This First Amendment shall be governed by and construed in
accordance with Minnesota law.
2.6 The execution of this First Amendment shall constitute a
contract between us for the uses and purposes hereinabove set forth, and this
First Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but altogether only one agreement.
2.7 The Company hereby represents and warrants that as of the date
hereof, and after giving effect to the amendments set forth herein, no
Default or Event of Default under any of the Note Agreements has occurred and
is continuing.
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IN WITNESS WHEREOF, the Company and the Noteholders have caused this
instrument to be executed, all as of the day and year first above written.
NASH-FINCH COMPANY
By
Its
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Accepted and Agreed to as of the date aforesaid, and the Undersigned hereby
confirms that on November 15, 1996 it held Notes of the Company as indicated
on Schedule I attached hereto and that on the date of actual execution hereof
it continues to hold such Notes:
IDS LIFE INSURANCE COMPANY
By
Its
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IDS LIFE INSURANCE COMPANY OF NEW YORK
By
Its
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NATIONWIDE LIFE INSURANCE COMPANY
By
Its
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WEST COAST LIFE INSURANCE COMPANY
By
Its
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THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
By
Its
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THE MINNESOTA MUTUAL LIFE INSURANCE
COMPANY-SEPARATE ACCOUNT F
By
Its
------------------------------------
By
Its
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AID ASSOCIATION FOR LUTHERANS
By
Its
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PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By
Its
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By:
Its
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THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By
Its
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INDEPENDENT LIFE AND ACCIDENT INSURANCE
COMPANY
By
Its
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NORTHERN LIFE INSURANCE COMPANY
By
Its
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NORTHWESTERN NATIONAL LIFE INSURANCE
COMPANY
By
Its
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SCHEDULE I
IDS Life Insurance Company $5,400,000
9.9% Senior
Notes
IDS Life Insurance Company of New York $600,000
9.9% Senior
Notes
Nationwide Life Insurance Company $14,000,000
9.0% Senior
Notes
West Coast Life Insurance Company $1,000,000
9.0% Senior
Notes
The Minnesota Mutual Life Insurance Company $11,261,047
8.98% Senior
Notes
The Minnesota Mutual Life Insurance Company $405,553
8.98% Senior
Notes
Principal Mutual Life Insurance Company $13,000,000
7.54% Senior
Notes
Principal Mutual Life Insurance Company $2,000,000
7.54% Senior
Notes
Aid Association for Lutherans $10,000,000
7.54% Senior
Notes
The Variable Annuity Life Insurance Company $17,000,000
7.13% Senior
Notes
Independent Life and Accident Insurance Company $3,000,000
7.13% Senior
Notes
Northern Life Insurance Company $6,000,000
7.13% Senior
Notes
Northwestern National Life Insurance Company $4,000,000
7.13% Senior
Notes
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