exv10w2



 






Exhibit 10.2




Execution Copy










Registration Rights Agreement




Dated as of March 15, 2005




among




Nash-Finch Company




and




Deutsche Bank Securities Inc.

and

Merrill Lynch & Co.,

Merrill Lynch, Pierce, Fenner & Smith

Incorporated











 









 








REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15,
2005 by and among Nash-Finch Company, a Delaware corporation (the “Issuer”), and Deutsche Bank
Securities Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
“Initial Purchasers”).



     Pursuant to the Purchase Agreement, dated March 9, 2005 (the “Purchase Agreement”), among the
Issuer and the Initial Purchasers, the Initial Purchasers have agreed to purchase from the Issuer
up to $322,000,000 aggregate principal amount at maturity ($354,000,000 if the Initial Purchasers’
option is exercised in full) of Senior Subordinated Convertible Notes due 2035 (the “Notes”). Upon
conversion, a holder of a Note will be entitled to receive cash in an amount up to the accreted
principal amount thereof and in respect of the residual conversion value of a Note, if any, at the
Issuer’s option, fully paid, nonassessable shares of common stock, par value $1.66? per share, of
the Issuer (the “Common Stock”), cash, or a combination of cash and shares of Common Stock, in each
case, on the terms, and subject to the conditions and exceptions, set forth in the Indenture (as
defined herein). To induce the Initial Purchasers to purchase the Notes, and in satisfaction of a
condition to the Initial Purchasers’ obligations under the Purchase Agreement, the Issuer has
agreed to provide the registration rights set forth in this Agreement.



     The parties hereby agree as follows:



1. Definitions. As used in this Agreement, the following capitalized terms shall have the
following meanings:



     “Affiliate” With respect to any specified Person, means an “Affiliate,” as defined in
Rule 144 under the Securities Act, of such Person.



     “Agreement” As defined in the preamble hereto.



     “Business Day” As defined in the Indenture.



     “Commission” The United States Securities and Exchange Commission or any successor
body.



     “Common Stock” As defined in the preamble hereto.



     “Damages Payment Date” Each Interest Payment Date with respect to the Notes occurring
on or before the second anniversary date of the issuance of the Notes, provided, that
Liquidated Damages have begun to accrue under Section 3 hereof and remain unpaid.



     “Effectiveness Period” The period beginning on the date hereof and ending on the date
that all Registrable Securities have ceased to be Registrable Securities.



     “Effectiveness Target Date” As defined in Section 2(a)(ii) hereof.



     “Exchange Act” The Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.



     “Holder” A Person who owns, beneficially or otherwise, Registrable Securities.



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     “Indenture” The Indenture, dated as of March 15, 2005, between the Issuer and Wells
Fargo Bank, National Association, as trustee, pursuant to which the Notes are to be issued, as such
Indenture is amended, modified or supplemented from time to time in accordance with the terms
thereof.



     “Initial Purchasers” As defined in the preamble hereto.



     “Interest Payment Date” As defined in the Indenture.



     “Issue Price” As defined in the Indenture.



     “Issuer” As defined in the preamble hereto.



     “Liquidated Damages” As defined in Section 3(a) hereof.



     “Majority of Holders” Holders holding over 50% of the aggregate principal amount at
maturity of Notes outstanding; provided, however, that, for purpose of this
definition, a holder of shares of Common Stock which constitute Registrable Securities and were
issued upon conversion of the Notes shall be deemed to hold an aggregate principal amount at
maturity of Notes (in addition to the aggregate principal amount at maturity of Notes held by such
holder) equal to the aggregate principal amount at maturity of Notes converted by such Holder into
such shares of Common Stock.



     “NASD” National Association of Securities Dealers, Inc.



     “Notes” As defined in the preamble hereto.



     “Offering Memorandum” The offering memorandum dated March 9, 2005 relating to the
Notes.



     “Person” An individual, partnership, corporation, unincorporated organization, trust,
joint venture or a government or agency or political subdivision thereof.



     “Prospectus” The prospectus included in a Shelf Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 415 promulgated under
the Securities Act), as amended or supplemented by any amendment or prospectus supplement,
including post-effective amendments, and all materials incorporated by reference or explicitly
deemed to be incorporated by reference in such Prospectus.



     “Purchase Agreement” As defined in the preamble hereto.



     “Questionnaire” As defined in Section 2(b) hereof.



     “Questionnaire Deadline” As defined in Section 2(b) hereof.



     “Record Holder” With respect to any Damages Payment Date, each Person who is a Holder
on the record date with respect to the Interest Payment Date to which such Damages Payment Date
corresponds.



     “Registrable Securities” Each Note and each share of Common Stock, if any, issued or
issuable upon conversion of Notes until, in the case of any such security, the earlier of: (i) its
effective registration under the Securities Act and resale in accordance with the Shelf
Registration Statement; (ii) the date on which such Note or such share of Common Stock issued upon
conversion is transferred in compliance with Rule 144 under the Securities Act or may be sold or
transferred by Holders who are not Affiliates of the Issuer immediately without restrictions
pursuant to the volume limitation provisions of Rule 144 under the Securities Act (or any other
similar



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provision then in force); or (iii) the date on which such Note or such share of Common
Stock issued upon conversion ceases to be outstanding (whether as a result of redemption,
repurchase and cancellation, conversion or otherwise).



     “Registration Default” As defined in Section 3(a) hereof.



     “Registration Expenses” has the meaning specified in Section 5 hereof.



     “Securities Act” The Securities Act of 1933, as amended, and the rules and regulations
promulgated by the SEC thereunder.



     “Shelf Filing Deadline” As defined in Section 2(a)(i) hereof.



     “Shelf Registration Statement” As defined in Section 2(a)(i) hereof.



     “Suspension Notice” As defined in Section 4(b) hereof.



     “Suspension Period” As defined in Section 4(b) hereof.



     “TIA” The Trust Indenture Act of 1939, as in effect on the date the Indenture is
qualified under the TIA.



     “Underwriter” As defined in Section 6(a) hereof.



     “Underwritten Offering” A registration in which securities of the Issuer are sold to
an underwriter for reoffering to the public.



2. Shelf Registration.




     (a) The Issuer shall:



          (i) not later than 120 days after the date of
original issuance of the Notes (the “Shelf Filing Deadline”),
prepare and file, or cause to be prepared and filed, a
registration statement pursuant to Rule 415 under the Securities
Act (the “Shelf Registration Statement”), which Shelf Registration
Statement shall provide for resales on a delayed or continuous
basis from time to time of all Registrable Securities held by
Holders that have provided the information required pursuant to
the terms of Section 2(b) hereof;




          (ii) use its commercially reasonable efforts
to cause the Shelf Registration Statement to be declared effective
by the Commission as promptly as is practicable, but in no event
later than 210 days after the date of original issuance of the
Notes (the “Effectiveness Target Date”);




          (iii) use its commercially reasonable efforts
to keep the Shelf Registration Statement (or any subsequent Shelf
Registration Statement) continuously effective, supplemented and
amended as required by the provisions of Section 4(a) hereof to
the extent necessary to ensure that (A) it is available for
resales by the Holders of Registrable Securities entitled to the
benefit of this Agreement and (B) conforms with the requirements
of this Agreement and the Securities Act and the rules and
regulations of the Commission promulgated thereunder as announced
from time to time during the Effectiveness Period.




     (b) The Issuer shall notify Holders of the filing and effectiveness of
the Shelf Registration Statement by issuing a press release and Holders shall be
deemed to have received such notice upon
such issuance. Subject to Section 2(c) below, no Holder may include any of its
Registrable Securities in the Shelf Registration Statement



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pursuant to this
Agreement unless such Holder is named as a selling securityholder in the Shelf
Registration Statement at the time of its effectiveness. In order to be named as
such, a Holder must furnish to the Issuer in writing, prior to or on the 20th day
after receipt of notice from the Issuer of the filing of the Shelf Registration
Statement as provided in this Section 2(b) (the “Questionnaire Deadline”), such
information as the Issuer may reasonably request, including the information
specified in the form of questionnaire attached as Annex A to the Offering
Memorandum (the “Questionnaire”), for use in connection with the Shelf
Registration Statement or the Prospectus or preliminary Prospectus included
therein and in any application to be filed with or under state securities laws. In
connection with all such requests for information from Holders in addition to that
set forth in the Questionnaire, the Issuer shall notify such Holders of the
requirements set forth in the preceding sentence.



     (c) Following the date the Shelf Registration Statement is initially declared effective,
a Holder may include its Registrable Securities in the Shelf Registration
Statement following the effectiveness of the post-effective amendment or the
filing of the prospectus supplement referred to in clause (iii) of the following
sentence. In connection therewith, following the date the Shelf Registration
Statement is initially declared effective, the Issuer shall:



          (i) use its reasonable best efforts to,
within 20 Business Days of receipt of a completed Questionnaire,
together with such other information as the Issuer may reasonably
request, file with the Commission a post-effective amendment to
the Shelf Registration Statement, file a supplement to the related
Prospectus or file any other document required under the
Securities Act as are necessary to permit such Holder to deliver
the Prospectus constituting part of the Shelf Registration
Statement to purchasers of Registrable Securities, subject to the
Issuer’s rights under Section 4(a)(i) hereof to suspend the use of
the Shelf Registration Statement and, if a post-effective
amendment shall be filed, the Issuer shall use its reasonable best
efforts to cause such post-effective amendment to be declared
effective under the Securities Act as promptly as is practicable;




          (ii) provide such Holder copies of any documents filed pursuant to Section
2(c)(i); and




          (iii) notify such Holder as promptly as practicable after the effectiveness
under the Securities Act of any post-effective amendment or the
filing of any prospectus supplement filed pursuant to Section
2(c)(i);




provided, that if such questionnaire is delivered during a Suspension Period, the Issuer
shall so inform the Holder delivering such questionnaire and shall take the actions set forth in
clauses (i), (ii) and (iii) above upon expiration of the Suspension Period; provided
further, that in no event will the Issuer be required to file a post-effective amendment
more than one time in any calendar quarter. In connection with the foregoing, if under applicable
law the Issuer has more than one option as to the type or manner of making any such filing, it will
make the required filing or filings in the manner or of the type that is reasonably expected to
result in the earliest availability of the Prospectus for effecting resales of Registrable
Securities.



3. Liquidated Damages.




     (a) If:



          (i) the Shelf Registration Statement is not
filed with the Commission prior to or on the Shelf Filing
Deadline;




          (ii) the Shelf Registration Statement has not
been declared effective by the Commission prior to or on the
Effectiveness Target Date;




          (iii) subject to the Issuer’s right to suspend the effectiveness of the Shelf
Registration as set forth in Section 4(a)(i), the Shelf
Registration shall cease to be effective or fail to be usable for
its intended




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purpose without being succeeded within seven Business
Days by a post-effective amendment, prospectus supplement or a
report filed with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, if required by the rules and
regulations of the SEC, that cures the failure of the Shelf
Registration Statement to be effective or usable; or



          (iv) in any twelve-month period the aggregate
number of days in all Suspension Periods (or portions thereof)
within such twelve-month period exceeds 150 days,




(each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”),
then, with respect to any Notes that constitute Registrable Securities, the Issuer shall pay
liquidated damages (“Liquidated Damages”) from and including the first day following the
Registration Default to but excluding the first day on which the Registration Default shall have
been cured:



               (1) (x) with
respect to the first 90-day period during which a
Registration Default shall have occurred and be
continuing, in an amount per year equal to an
additional 0.25% of the Issue Price of the Notes;
and (y) with respect to the period commencing on the
91st day following the first date on which the
Registration Default shall have occurred, in an
amount per year equal to an additional 0.50% of the
Issue Price of the Notes; provided, that in
no event shall Liquidated Damages accrue after the
second anniversary date of the issuance of the Notes
or at a rate per year exceeding 0.50% of the Issue
Price of the Notes.



     (b) All accrued Liquidated Damages shall be paid in arrears to Record
Holders by the Issuer on each Damages Payment Date by wire transfer of
immediately available funds or by federal funds check. Following the cure of all
Registration Defaults relating to any particular Note, the accrual of Liquidated
Damages with respect to such Note will cease.



     All obligations of the Issuer set forth in this Section 3 that are outstanding with respect to
any Registrable Security at the time such security ceases to be a Registrable Security shall
survive until such time as all such obligations with respect to such Registrable Security shall
have been satisfied in full.



     The Issuer agrees with the Initial Purchasers and for the benefit of the Holders that the
Liquidated Damages provided for in this Section 3 constitute a reasonable estimate of the damages
that may be incurred by Holders of Registrable Securities and do not constitute a penalty. The
Issuer will have no other liabilities for
monetary damages with respect to any Registration Default. If a Holder has converted some or all
of its Notes, the Holder will not be entitled to receive any Liquidated Damages with respect to the
principal amount at maturity of the Notes so converted.



4. Registration Procedures.




     (a) In connection with the Shelf Registration Statement and any
Prospectus required by this Agreement to permit the resale of Registrable
Securities, the Issuer shall:



          (i) Use its commercially reasonable best
efforts to keep the Shelf Registration Statement continuously
effective during the Effectiveness Period. Upon the occurrence of
any event that would cause the Shelf Registration Statement or the
Prospectus contained therein to (A) contain a material
misstatement or omission or (B) not be effective and usable for
resales of Registrable Securities for any reason during the
Effectiveness Period, the Issuer shall (1) promptly obtain the
withdrawal of any order suspending the effectiveness of the Shelf
Registration Statement, (2) file promptly, and in any event no
later then ten days following the occurrence of such event, an
appropriate amendment to the Shelf Registration Statement,
supplement to the Prospectus or a report with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
in each case as may be required by the rules and regulations of
the Commission, correcting any such misstatement or omission and
(3) use its reasonable best efforts to cause any post-effective
amendment to the




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Shelf Registration Statement, if such
post-effective amendment is required, to be declared effective, as
the case may be, such that the Shelf Registration Statement and
the related Prospectus shall become usable for their intended
purposes as soon as practicable thereafter. Notwithstanding the
foregoing, the Issuer may suspend dispositions of Registrable
Securities, in accordance with the provisions of Section 4(b),
pursuant to the Shelf Registration Statement by written notice to
the Holders for a period not to exceed an aggregate of 150 days in
any twelve-month period if, in the Issuer’s reasonable judgment,
it possesses material non-public information (including with
respect to pending corporate developments) the disclosure of which
would have a material adverse effect on the business of the Issuer
and its subsidiaries taken as a whole.



          (ii) Prepare and file with the Commission such post-effective amendments to
the Shelf Registration Statement as may be necessary to keep the
Shelf Registration Statement effective during the Effectiveness
Period; cause the Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 under the Securities Act, and to comply fully with the
applicable provisions of Rules 424 and 430A under the Securities
Act in a timely manner; and comply with the provisions of the
Securities Act with respect to the disposition of all securities
covered by the Shelf Registration Statement during the applicable
period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in the Shelf
Registration Statement or Prospectus supplement.




          (iii) Advise the Initial Purchasers and selling Holders that have provided
the information required by Sections 2(b) or 2(c) of this
Agreement and the underwriter(s), if any, promptly (but in any
event within five Business Days) and, if requested by such
Persons, confirm such advice in writing:




               (1) with respect
to the Shelf Registration Statement or any
post-effective amendment thereto, when the same has
become effective, and when the Prospectus or any
Prospectus supplement or post-effective amendment
has been filed;



               (2) of any
request by the Commission or any other federal or
state governmental authority for amendments or
supplements to the Shelf Registration Statement or
amendments or supplements to the Prospectus or for
additional information relating thereto;



               (3) of the
issuance by the Commission or any other federal or
state governmental authority of any stop order or
injunction suspending the effectiveness or enjoining
the use of the Shelf Registration Statement under
the Securities Act or any Prospectus or of the
suspension by any state securities commission of the
qualification of the Registrable Securities for
offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the
preceding purposes; or



               (4) unless the Issuer shall have provided a Suspension Notice
in connection with the exercise by it of its right
to suspend the disposition of Registrable Securities
in accordance with the provisions of Section
4(a)(i), of the existence (but not the substance) of
any fact or the happening of any event, during the
Effectiveness Period, that makes any statement of a
material fact made in the Shelf Registration
Statement or the Prospectus, any amendment or
supplement thereto, or any document incorporated by
reference therein untrue, or that requires the
making of any additions to or changes in the Shelf
Registration Statement or the Prospectus in order to
make the statements therein not misleading.



     If at any time the Commission shall issue any stop order suspending the effectiveness of the
Shelf Registration Statement or any state securities commission or other regulatory authority shall
issue an order suspending the qualification or exemption from qualification of the Registrable
Securities under state securities or Blue Sky laws, the Issuer shall use its commercially
reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time.



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          (iv) Furnish to the Initial Purchasers and each of the selling Holders that
have provided the information required by Sections 2(b) or 2(c) of
this Agreement and each of the underwriter(s), if any, acting on
their behalf, before filing with the Commission, a copy of the
Shelf Registration Statement and copies of any Prospectus included
therein or any
amendments or supplements to the Shelf Registration Statement or
Prospectus (other than documents incorporated by reference after
the initial filing of the Shelf Registration Statement), which
documents will be subject to the review of the Initial
Purchasers, such Holders and underwriter(s), if any, for a
period of at least five Business Days, and the Issuer shall not
file any Shelf Registration Statement or Prospectus or any
amendment or supplement to the Shelf Registration Statement or
Prospectus (other than documents incorporated by reference) to
which any Initial Purchaser, a selling Holder of Registrable
Securities covered by the Shelf Registration Statement or the
underwriter(s), if any, shall reasonably object within three
Business Days of receipt thereof. Notwithstanding the
foregoing, the Issuer shall not be required to furnish the
selling Holders with any amendment or supplement to the Shelf
Registration Statement or Prospectus filed solely to reflect
changes to the amount of Registrable Securities held by any
particular Holder at the request of such Holder or immaterial
revisions to the information contained therein.




          (v) If reasonably requested in writing in
connection with a disposition of Registrable Securities pursuant
to the Shelf Registration Statement, make available at reasonable
times (other than during a Suspension Period) for inspection by
one or more representatives of the selling Holders and any
attorney or accountant retained by such selling Holders or any of
the underwriter(s), all financial and other records, pertinent
corporate documents and properties of the Issuer and its
subsidiaries as shall be reasonably necessary to enable them to
exercise any applicable due diligence responsibilities, and cause
the Issuer’s officers, directors, managers and employees to supply
all information reasonably requested by any such representative or
representatives of the selling Holders, underwriter, attorney or
accountant in connection with the Shelf Registration Statement
after the filing thereof and before its effectiveness.




          (vi) If requested by the Initial Purchasers,
any selling Holder or underwriter(s), if any, acting on their
behalf, promptly incorporate in the Shelf Registration Statement
or Prospectus, pursuant to a supplement or post-effective
amendment if necessary, such information as such Initial
Purchasers, selling Holders and such underwriter(s), if any, may
reasonably request to have included therein, including, without
limitation: (1) information relating to the “Plan of Distribution”
of the Registrable Securities, (2) information with respect to the
principal amount of Notes or number of shares of Common Stock
being sold to such underwriter(s), if any, (3) the purchase price
being paid therefor and (4) any other terms of the offering of the
Registrable Securities to be sold in such offering; and make all
required filings of such Prospectus supplement or post-effective
amendment as soon as reasonably practicable after the Issuer is
notified of the matters to be incorporated in such Prospectus
supplement or post-effective amendment.




          (vii) Furnish to the Initial Purchasers, each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the
Shelf
Registration Statement, as first filed with the Commission, and
of each amendment thereto (and any documents incorporated by
reference therein or exhibits thereto (or exhibits incorporated
in such exhibits by reference), unless, in each case, such
documents have been filed by the Issuer with the Electronic Data
Gathering and Retrieval System maintained by the Commission) as
such Person may request.




          (viii) Deliver to the Initial Purchasers, each selling Holder and each of the
underwriter(s), if any, without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may
request; subject to any notice by the Issuer in accordance with
this Section 4(a) of the existence of any fact or event of the
kind described in Section 4(a)(iii)(4) or the Issuer’s right to
suspend the use of the Shelf Registration Statement in accordance
with Section 4(a)(i) hereof, the Issuer hereby consents to the use
of the Prospectus and any amendment or supplement thereto by each


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of the selling Holders and each of the underwriter(s), if any, in
connection with the offering and the sale of the Registrable
Securities covered by the Prospectus or any amendment or
supplement thereto.



          (ix) If an underwriting agreement is entered
into and the registration is an Underwritten Offering, the Issuer
shall:




               (1) upon request,
furnish to each selling Holder and the
underwriter(s), if any, in such substance and scope
as they may reasonably request and as are
customarily made by issuers to underwriters in
primary underwritten offerings, upon the date of
closing of any sale of Registrable Securities in an
Underwritten Offering: (1) a certificate, dated the
date of such closing, signed by the Chief Executive
Officer, the President or the Chief Financial
Officer of the Issuer confirming, as of the date
thereof, the matters set forth in Section 5(c) of
the Purchase Agreement and such other matters as
such parties may reasonably request; (2) opinions,
each dated the date of such closing, of counsel to
the Issuer covering such of the matters set forth in
the exhibits to the Purchase Agreement referred to
in Section 5(a) thereof as are customarily covered
in legal opinions to underwriters in connection with
primary underwritten offerings of securities; and
(3) customary comfort letters, dated the date of
such closing, from the Issuer’s independent
certified public accountants (and from any other
accountants whose report is contained or
incorporated by reference in the Shelf Registration
Statement), in the customary form and covering
matters of the type customarily covered in comfort
letters to underwriters in connection with primary
underwritten offerings of securities;



               (2) set forth in
full in the underwriting agreement, if any,
indemnification provisions and procedures which
provide rights no less protective than those set
forth in Section 6 hereof with respect to all
parties to be indemnified;



               (3) deliver such other documents and certificates as may be
reasonably requested by such parties to evidence
compliance with clause (1) above and with any
customary conditions contained in the underwriting
agreement or other agreement entered into by the
selling Holders pursuant to this clause (ix);



provided, however, that the Issuer shall not be required to facilitate an
Underwritten Offering, as set forth in this subsection (ix), pursuant to the Shelf Registration
Statement by any Holders unless the Issuer shall consent to such Underwritten Offering.



          (x) Before any public offering of Registrable Securities, cooperate with
the selling Holders, the underwriter(s), if any, and their
respective counsel in connection with the registration and
qualification of the Registrable Securities under the securities
or Blue Sky laws of such jurisdictions as the selling Holders or
underwriter(s), if any, may reasonably request and do any and all
other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities
covered by the Shelf Registration Statement; provided,
however, that the Issuer shall not be required (A) to
register or qualify as a foreign corporation or a dealer of
securities where it is not so qualified as of the date hereof or
to take any action that would subject it to the service of process
in any jurisdiction where it is not so subject as of the date
hereof or (B) to subject itself to taxation in any such
jurisdiction if it is not so subject at the date hereof.




          (xi) Cooperate with the selling Holders and the underwriter(s), if any, to
facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and, when issued to
the purchasers of Registrable Securities pursuant to the Shelf
Registration Statement, not bearing any restrictive legends
(unless required by applicable securities laws); and enable such
Registrable Securities to be in such denominations and registered
in such names as the selling Holders or the underwriter(s), if
any, may request at least two Business Days before any sale of
Registrable Securities made by the selling Holders or such
underwriter(s).




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          (xii) Use its best efforts to cause the
Registrable Securities covered by the Shelf Registration Statement
to be registered with or approved by such other U.S. governmental
agencies or authorities as may be necessary to enable the seller
or sellers thereof or the underwriter(s), if any, to consummate
the disposition of such Registrable Securities.




          (xiii) Provide CUSIP numbers for all Registrable Securities not later than the
effective date of the Shelf Registration Statement and provide the
Trustee under
the Indenture with certificates for the Notes and Holders of
Common Stock that are Registrable Securities with certificates
for Common Stock, in each case that are in a form eligible for
deposit with The Depository Trust Company.




          (xiv) Cooperate and assist in any filings required to be made with the NASD
and in the performance of any due diligence investigation by any
underwriter that is required to be retained in accordance with the
rules and regulations of the NASD.




          (xv) Otherwise comply with all applicable rules and regulations of the
Commission and all reporting requirements under the rules and
regulations of the Exchange Act and make generally available to
its securityholders earnings statements (which need not be
audited) satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar role
promulgated under the Securities Act) on a timely basis.




          (xvi) Cause the Indenture to be qualified under
the TIA not later than the effective date of the Shelf
Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the holders
of Notes to effect such changes to the Indenture as may be
required for such Indenture to be so qualified in accordance with
the terms of the TIA; and execute and use its best efforts to
cause the Trustee thereunder to execute all documents that may be
required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture
to be so qualified in a timely manner.




          (xvii) Use its reasonable best efforts to cause
all Registrable Securities covered by the Shelf Registration
Statement to be listed or quoted, as the case may be, on each
securities exchange or automated quotation system on which similar
securities issued by the Issuer are then listed or quoted.




          (xviii) Obtain a waiver from each person who would otherwise have the right to
have securities of the Issuer (other than Registrable Securities)
registered on the Shelf Registration Statement required by this
Agreement. To the extent the Issuer does not receive such waivers,
the Issuer shall file a separate registration statement with
respect to all such other registrable securities, rather than
include them in the Shelf Registration Statement.




     (b) Each Holder agrees by acquisition of a Registrable Security that, upon
receipt of any notice from the Issuer of the existence of any fact of the kind
described in the last sentence of Section 4(a)(i) or Section 4(a)(iii)(2), (3)
or (4) hereof (a “Suspension Notice”), such Holder will, and will use its
reasonable best efforts to cause any underwriter(s) in an Underwritten Offering
to, forthwith discontinue disposition of Registrable Securities pursuant to the
Shelf Registration Statement until:



          (i) such Holder has received copies of the
supplemented or amended Prospectus contemplated by Section 4(a)(i)
hereof; or




          (ii) such Holder is advised in writing by the
Issuer that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus. If so directed by the
Issuer, each Holder will deliver to the Issuer (at the Issuer’s
expense) all




10









 








copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Registrable
Securities that was current at the time of receipt of such notice
of suspension.



Each such period in which a Holder shall be required to discontinue the disposition of any
Registrable Securities in accordance with the provisions of this Section 4(b) is herein referred to
as a “Suspension Period.”



     (c) Each Holder agrees, by acquisition of the Registrable Securities, that
no Holder of Registrable Securities shall be entitled to sell any of such
Registrable Securities pursuant to a Shelf Registration Statement or to receive
a Prospectus relating thereto, unless such Holder has furnished the Issuer with
a questionnaire as required pursuant to Sections 2(b) and 2(c) hereof (including
the information required to be included in such questionnaire) and the
information set forth in the next sentence. Each Holder who has provided such
questionnaire agrees promptly to furnish to the Issuer all information required
to be disclosed in order to make the information previously furnished to the
Issuer by such Holder not misleading, any other information regarding such
Holder and the distribution of such Registrable Securities as may be required to
be disclosed in the Shelf Registration Statement under applicable law or
pursuant to Commission comments and any information otherwise required by the
Issuer to comply with applicable laws or regulations. Each Holder further
agrees, following termination of the Effectiveness Period, to notify the Issuer
within ten Business Days of a request, of the amount of Registrable Securities
sold pursuant to the Shelf Registration Statement and, in the absence of a
response, the Issuer may assume that all of the Holder’s Registrable Securities
were so sold.



5. Registration Expenses.




     (a) All expenses incident to the Issuer’s performance of or compliance
with this Agreement (“Registration Expenses”) shall be borne by the Issuer
regardless of whether a Shelf Registration Statement becomes effective,
including, without limitation:



          (i) all registration and filing fees and
expenses (including, without limitation, fees and expenses with
respect to filings made by any Holders or underwriters with the
NASD);




          (ii) all fees and expenses of compliance with
federal securities and state Blue Sky or securities laws;




          (iii) all expenses of printing (including
printing of Prospectuses and certificates for the Common Stock to
be issued upon conversion of the Notes), duplication expenses
relating to copies of any Shelf Registration Statement or
Prospectus delivered to any Holders hereunder, messenger and
delivery services and telephone;




          (iv) all fees and disbursements of counsel to
the Issuer;




          (v) all application and filing fees in
connection with listing (or authorizing for quotation) the Common
Stock on a national securities exchange or automated quotation
system pursuant to the requirements hereof;




          (vi) all fees and disbursements of independent
certified public accountants of the Issuer (including the expenses
of any special audit and comfort letters required by or incident
to such performance); and




          (vii) all fees and disbursements of the Trustee
and its counsel and of the registrar and transfer agents for the
Common Stock;




11









 








it being understood that the Issuer shall not be responsible for any underwriting discounts, fees
and disbursements of counsel to the Holders or underwriters, if any, or commissions and transfer
taxes, if any, relating to the sale or disposition of such selling Holders’ Registrable Securities.



The Issuer shall bear its internal expenses (including, without limitation, all salaries and
expenses of their officers and employees performing legal, accounting or other duties), the
expenses of any annual audit and the fees and expenses of any Person, including special experts,
retained by the Issuer.



     (b) In connection with the review of the Shelf Registration Statement
and other documents referred to in this Agreement prior to the time the Shelf
Registration Statement is initially declared effective, the Issuer shall
reimburse the Initial Purchasers for the reasonable fees and disbursements of
Sidley Austin Brown & Wood LLP.



6. Indemnification and Contribution.




     (a) The Issuer agrees to indemnify and hold harmless each Initial
Purchaser (and each of their respective affiliates as defined in Rule 501(b)
under the Securities Act), each Holder whose securities are included in a Shelf
Registration Statement (and each of their respective affiliates as defined in
Rule 501(b) under the Securities Act), each Person who participates as an
underwriter (any such Person being an “Underwriter”) and each Person, if any,
who controls any Initial Purchaser, Holder or Underwriter within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act as
follows:



          (i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in such
Shelf Registration Statement (or any amendment thereto), including
all documents incorporated therein by reference, or the omission
or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading, or arising out of any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus
(or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact required to be
stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading;




          (ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or
proceeding by any governmental
agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission; provided,
however, that (subject to Section 6(d) below) any such
settlement is effected with the written consent of the Issuer;
and




          (iii) against any and all expense whatsoever, as incurred (including the fees
and disbursements of counsel chosen by any indemnified party set
forth in Section 6(a) hereof), reasonably incurred in
investigating, preparing or defending against any litigation, or
any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not
paid under subparagraph (i) or (ii) above;




provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity with written
information furnished to the Issuer by any Initial Purchaser, such Holder or such Underwriter
expressly for use in a Shelf Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto); provided further, that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense (1) arising from an
offer or sale of Registrable Securities occurring during a Suspension Period, if a Suspension
Notice was give to such Holder in accordance with Section



12









 








4(b), or (2) if the Holder fails to
deliver at or prior to the written confirmation of sale, the most recent Prospectus, as amended or
supplemented, and the Issuer sustains the burden of proof that such Prospectus, as amended or
supplemented, corrected such untrue statement or omission or alleged untrue statement or omission
of a material fact and the delivery thereof was required by law.



     (b) Each Holder whose securities are included in a Shelf Registration
Statement, severally but not jointly, agrees to indemnify and hold harmless the
Issuer (and its directors, officers and employees), the Initial Purchasers (and
each of their directors, officers and employees), each Underwriter (and each of
their directors, officers and employees) and the other selling Holders (and each
of their directors, officers and employees) and each Person, if any, who
controls the Issuer, the Initial Purchasers, any Underwriter or any other
selling Holder within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, against any and all loss, liability, claim, damage and
expense described in the indemnity contained in Section 6(a) hereof, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in such Shelf Registration Statement (or
any amendment thereto) or any Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information with
respect to such Holder furnished to the Issuer by such Holder expressly for use
in such Shelf Registration Statement (or any amendment thereto) or such
Prospectus (or any amendment or supplement thereto); provided,
however, that no such Holder shall be liable for any claims hereunder in
excess of the amount of net proceeds received by such Holder from the sale of
Registrable Securities pursuant to such Shelf Registration Statement.



     (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action or proceeding commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity provision. An indemnifying
party may participate at its own expense in the defense of such action;
provided, however, that counsel to the indemnifying party shall
not (except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying party or parties be liable
for the fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in connection
with any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified

parties, settle or compromise or consent to the entry of any judgment with respect
to any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 (whether or
not the indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to or
an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.



     (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel reimbursable under this Section 6, such indemnifying party agrees that
it shall be liable for any settlement of the nature contemplated by Section
6(a)(ii) effected without its written consent if (i) such settlement is entered
into more than 45 days after receipt by such indemnifying party of the aforesaid
request, (ii) such indemnifying party shall have received notice of the terms of
such settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.



     (e) If the indemnification provided for in this Section 6 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses,



13









 







liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand in connection with the statements
or omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.



     The relative fault of the indemnifying party or parties on the one hand and the indemnified
party or parties on the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the indemnifying party or parties on the
one hand or the indemnified party or parties on the other hand and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.



     The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 6 were determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 6(e) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in investigating, preparing
or defending against any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.



     Notwithstanding the provisions of this Section 6, neither the Holder of any Registrable
Securities nor an Initial Purchaser shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which the Registrable Securities purchased by it
were resold to the public exceeds the amount of any damages which such Holder or Initial Purchaser
has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission
or alleged omission. The Holders’ obligations to contribute as provided in this Section 6(e) are
several and not joint. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.



     For purposes of this Section 6, each Person, if any, who controls an Initial Purchaser, a
Holder or an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act shall have the same rights to contribution as such Initial Purchaser, such Holder
or such Underwriter, and each director of the Issuer, and each Person, if any, who controls the
Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Issuer.



     (f) The indemnity and contribution provisions contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Initial Purchaser, any Holder or any Person controlling a Holder or an
Initial Purchaser, or by or on behalf of the Issuer, its officers or directors
or any person controlling the issuer and (iii) any sale of Registrable
Securities pursuant to the Shelf Registration Statement.



7. Information Requirements. The Issuer covenants that, if at any time before the end of the
Effectiveness Period the Issuer is not subject to the reporting requirements of the Exchange Act,
it will cooperate with any Holder of Registrable Securities and take such further reasonable action
as any Holder of Registrable Securities may reasonably request in writing (including, without
limitation, making such reasonable representations as any such Holder may reasonably request), all
to the extent required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of Rule 144 and Rule 144A under
the Securities Act and customarily taken in connection with sales pursuant to such exemptions.
Upon the written request of any Holder of Registrable Securities, the Issuer shall deliver to such
Holder a written statement as to whether it has complied with such filing requirements, unless such
statement has been included in the Issuer’s most recent report required to be filed and filed
pursuant to Section 13 or Section 15(d) of the



14









 








Exchange Act. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Issuer to register any of its securities
under any section of the Exchange Act.



8. Participation in Underwritten Offerings. No Holder may participate in any Underwritten
Offering hereunder unless such Holder:



          (i) agrees to sell such Holder’s Registrable Securities on the basis
provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements; and




          (ii) completes and executes all reasonable questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up letters
and other documents required under the terms of such underwriting
arrangements.




9. Selection of Underwriters. Subject to the proviso contained in Section 4(a)(ix), the
Holders of Registrable Securities covered by the Shelf Registration Statement who desire to do so
may sell such Registrable Securities in
an Underwritten Offering. In any such Underwritten Offering, the Underwriters that will administer
the offering will be selected by a Majority of Holders whose Registrable Securities are included in
such offering; provided, that such Underwriters must be reasonably satisfactory to the
Issuer.



10. Miscellaneous.




     (a) Remedies. The Issuer acknowledges and agrees that any failure by the Issuer
to comply with its obligations under Section 2 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Issuer’s obligations under Section 2 hereof. The Issuer
further agrees to waive the defense in any action for specific performance that
a remedy at law would be adequate.



     (b) Adjustments Affecting Registrable Securities. The Issuer shall not, directly
or indirectly, take any action with respect to the Registrable Securities as a
class that would adversely affect the ability of the Holders to include such
Registrable Securities in a registration undertaken pursuant to this Agreement.



     (c) No Inconsistent Agreements. The Issuer will not, on or after the date of this
Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. In addition, the Issuer shall
not, on or after the date hereof, grant to any of its securityholders (other
than the holders of Registrable Securities in such capacity) the right to
include any of its securities in the Shelf Registration Statement provided for
in this Agreement other than the Registrable Securities. The Issuer has not
previously entered into any agreement (which has not expired or been terminated)
granting any registration rights with respect to its securities to any Person
which rights conflict with the provisions hereof.



     (d) Amendments and Waivers. This Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions
hereof may not be given, unless the Issuer has obtained the written consent of a
Majority of Holders; provided, however, that no amendment,
modification, supplement, waiver or consent to or departure from the provisions
of Section 6 that materially and adversely affects a Holder or an Initial
Purchaser shall be effective as against any such Holder of Registrable
Securities or such Initial Purchaser unless consented to in writing by such
Holder or such Initial Purchaser. Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Securities whose
securities are being sold pursuant to a Shelf Registration Statement and that
does not directly or indirectly affect the rights of other Holders of
Registrable Securities may



15









 







be given by Holders of at least a majority of the
Registrable Securities being sold by such Holders pursuant to a Shelf
Registration Statement; provided, that the provisions of this sentence
may not be amended except in accordance with the provisions of the immediately
preceding sentence.



     (e) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier,
facsimile or air courier guaranteeing overnight delivery:



               (1) if to a
Holder, at the address set forth on the records of
the registrar under the Indenture or the transfer
agent of the Common Stock, as the case may be;



	 	 	 	 	 
	 	 	(2) if to the Issuer to:
	 
	 	 	 	 
	

	 	 	 	Nash-Finch Company
	

	 	 	 	7600 France Avenue South
	

	 	 	 	P.O. Box 355
	

	 	 	 	Minneapolis, Minnesota 55440-0355
	

	 	 	 	Attn: General Counsel
	 
	 	 	 	 
	

	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	 
	

	 	 	 	Shearman & Sterling LLP
	

	 	 	 	599 Lexington Ave.
	

	 	 	 	New York, NY 10022
	

	 	 	 	Attn: Rohan S. Weerasinghe
	 
	 	 	 	 
	and
	 	 	 	 
	 
	 	 	 	 
	 	 	(3) if to the Initial Purchasers, to:
	 
	 	 	 	 
	

	 	 	 	Merrill Lynch & Co.,
	

	 	 	 	Merrill Lynch, Pierce, Fenner & Smith
	

	 	 	 	                    Incorporated
	

	 	 	 	4 World Financial Center
	

	 	 	 	New York, New York 10080
	

	 	 	 	Attention: Syndicate Department
	

	 	 	 	Telecopier: (212) 738-1069
	 
	 	 	 	 
	and
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	Deutsche Bank Securities Inc.
	

	 	 	 	60 Wall Street
	

	 	 	 	New York, NY 10005
	

	 	 	 	Attention: Equity Capital Markets — Syndicate
	

	 	 	 	Telecopier: 212-797-9344
	 
	 	 	 	 
	

	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	 
	

	 	 	 	Sidley Austin Brown & Wood LLP
	

	 	 	 	10 South Dearborn Street






16









 






Chicago, IL 60603

Attn: Brian J. Fahrney




All such notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; when received, if faxed; and
on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders of Registrable Securities; provided, however, that (i)
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign acquired
Registrable Securities from such Holder and (ii) nothing contained herein shall
be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities such person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and such Person shall be entitled to receive the benefits hereof.
The Initial Purchasers shall have no liability or obligation to the Issuer with
respect to any failure by a Holder to comply with, or breach by any Holder of,
any obligations of such Holders under this Agreement.



     (g) Counterparts. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be original and all of which taken together shall
constitute one and the same agreement.



     (h) Securities Held by the Issuer or Its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Issuer or its affiliates
(as such term is defined in Rule 405 under the Securities Act) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.



     (i) Third Party Beneficiary. The Holders shall be third party beneficiaries to
the agreements made hereunder between the Issuer and the Initial Purchasers, and
such Initial Purchasers shall have the right to enforce such agreements directly
to the extent they deem such enforcement necessary or advisable to protect their
rights or the rights of Holders hereunder.



     (j) Headings. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.



     (k) Governing Law. The Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.



     (l) Severability. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal, void or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby and shall remain in full force and effect
and the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction, it being intended
that all of the rights and privileges of the parties shall be enforceable to the
fullest extent permitted by law.



17









 





     (m) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Issuer with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.



     (n) Termination. This Agreement and the obligations of the parties hereunder shall terminate
upon the end of the Effectiveness Period, except for any liabilities or obligations under Sections
4(c), 5 or 6 hereof, the obligations to make payments of and provide for liquidated damages under
Section 3 hereof to the extent such damages accrue prior to the end of the Effectiveness Period,
each of which shall remain in effect in accordance with its terms.



18









 





     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.



	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	 	 	NASH-FINCH COMPANY
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ LeAnne M. Stewart
	

	 	 	 	 	 	 
	

	 	 	 	Name:
	 	LeAnne M. Stewart
	

	 	 	 	Title:
	 	Senior Vice President and CFO
	 
	 	 	 	 	 	 
	Accepted as of the date
first above written:	 	 	 	 
	 
	 	 	 	 	 	 
	MERRILL LYNCH & CO.	 	 	 	 
	MERRILL LYNCH, PIERCE, FENNER & SMITH	 	 	 	 
	

	 	INCORPORATED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Maureen
Lesak	 	 	 	 
	

	 	Vice President	 	 	 	 
	 
	 	 	 	 	 	 
	DEUTSCHE BANK SECURITIES INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Keith
Wargo	 	 	 	 
	

	 	Managing Director	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Thomas
Casey	 	 	 	 
	

	 	Managing Director