Nash-Finch
Company Letterhead
VIA
OVERNIGHT CARRIER
Wells Fargo Bank, National Association
Sixth & Marquette
N9303-120
Minneapolis, MN 55479
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Re:
Notice of Adjustment of Conversion Rate of the Senior Subordinated
Convertible Notes Due 2035
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To the Holders
of our Senior Subordinated Convertible Notes Due 2035:
Reference is made
to the indenture, dated as of March 15, 2005, as amended and
supplemented by the First Supplemental Indenture, dated as of
September 21, 2007 (the “Indenture”), by and
between Nash-Finch Company (the “Company”), as issuer,
and Wells Fargo Bank, National Association, as trustee (the
“Trustee”), relating to the Company’s Senior
Subordinated Convertible Notes Due 2035 (the “Notes”).
Capitalized terms used but not defined herein have the meanings
ascribed to them in the Indenture.
On each of
February 27, 2007, April 24, 2007, July 17, 2007,
November 6, 2007, February 26, 2008, April 22, 2008,
July 14, 2008, November 4, 2008 and March 10, 2009,
the Board of Directors of the Company declared a Common Stock
dividend of $0.18 (collectively, the “New Dividends”).
On an aggregated basis, the New Dividends have triggered a
requirement under the Indenture that the Company adjust the
Conversion Rate of the Notes pursuant to Section 4.08(a)(5) of
the Indenture.
Pursuant to
Section 4.10 of the Indenture, the Company hereby gives notice
to the holders of the Notes that the Conversion Rate at which
shares of Common Stock will be delivered upon conversion will be
adjusted to 9.5222 shares of Common Stock for each $1,000 principal
amount of the Notes. The increased Conversion Rate was calculated
for each of the New Dividends by multiplying the Conversion Rate
i
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