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SENIOR SUBORDINATED CONVERTIBLE
NOTES DUE 2035
FIRST SUPPLEMENTAL
INDENTURE
DATED AS OF SEPTEMBER 21,
2007
DATED AS OF MARCH 15,
2005
WELLS FARGO, NATIONAL
ASSOCIATION,
AS TRUSTEE
FIRST SUPPLEMENTAL
INDENTURE dated as of September 21, 2007 between Nash-Finch
Company, a corporation duly organized under the laws of the State
of Delaware (the “Company”), and Wells Fargo Bank,
National Association, a national banking association organized and
existing under the laws of the United States, as Trustee
(“Trustee”), to the Indenture (as defined
below).
A. The
Company is a party to that certain Indenture, dated as of
March 15, 2005 (the “Indenture”), pursuant to
which the Company’s Senior Subordinated Convertible Notes due
2035 (the “Securities”) were originally issued.
Capitalized terms used herein without definition have the meanings
provided to them in the Indenture.
B. Section 10.01(6)
of the Indenture provides that the Company and the Trustee may
amend or supplement the Indenture and the Securities to cure any
ambiguity, omission, inconsistency or to correct or supplement any
defective provision contained in the Indenture; and
Section 10.01(7) of the Indenture provides that the Company
and the Trustee may amend the Indenture and the Securities to
modify any provisions of the Indenture in any manner that will not
adversely affect the interests of the holders of the Securities in
any material respect. Section 10.01 of the Indenture also
provides that no amendment made pursuant to Section 10.01(7)
made solely to conform the Indenture to the final offering
memorandum provided to investors in connection with the initial
offering of the Securities by the Company will be deemed to
materially and adversely affect the interests of holders of
Securities.
C. The
Company desires to amend Section 4.08(a)(5) of the Indenture
and the Securities to cure certain ambiguities, omissions,
inconsistencies and/or defects therein and to conform such Section
4.08(a)(5) to the “Description of the Notes” section of
the final offering memorandum pursuant to which the Securities were
initially offered, dated March 9, 2005 (the “Offering
Memorandum”), in each case as provided herein.
D. The
Company has authorized the execution and delivery of this
Supplemental Indenture and the Trustee has received an Opinion of
Counsel and an Officers’ Certificate pursuant to Section
13.04 of the Indenture.
E. Section 10.06
of the Indenture provides in part that the Trustee shall sign any
amendment or supplemen
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