EXHIBIT
10.1


 


FIRST AMENDMENT


FIRST
AMENDMENT (this “Amendment”), dated as of March 21, 2003, among
Nash-Finch Company, a Delaware corporation (the “Borrower”), the lenders
party to the Credit Agreement referred to below (the “Lenders”) and
Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company),
as administrative agent for the Lenders (the “Administrative Agent”).  All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the
Credit Agreement referred to below.


W  I  T
N  E  S  S  E  T  H :


WHEREAS, the Borrower,
the Lenders, the Syndication Agents, the Documentation Agent and the
Administrative Agent have entered into that certain Credit Agreement, dated as
of December 19, 2000 (as amended, modified or supplemented through, but not
including, the date hereof, the “Credit Agreement”); and


WHEREAS, the parties
hereto wish to amend the Credit Agreement on the terms and conditions set forth
herein;


NOW, THEREFORE, it is
agreed:


1.             Section 8.01(b) of the Credit Agreement is hereby
amended by inserting the following proviso before the period at the end
thereof:


“; provided,
however, that (I) solely with respect to the fiscal year of the Borrower
ended December 28, 2002,  the Borrower
shall not be required to deliver the certification and report described in
clause (i) of this subsection (b) until June 15, 2003 at which time the
Borrower shall again deliver the balance sheets, statements, schedules,
analyses and other information described in clauses (i) through (iv) of this
subsection (b), together with (A) a detailed reconciliation of any deviations
from the balance sheets, statements, schedules, analyses and other information
originally delivered with respect to the fiscal year of the Borrower ended
December 28, 2002 arising from the completion of the audit of the financial
statements described in clause (i) of this subsection (b) and (B) a compliance
certificate substantially in the form of Exhibit K hereto which shall detail
any deviations from the compliance certificate with respect to such fiscal year
ended December 28, 2002 previously delivered pursuant to Section 8.01(e)
arising from the completion of the audit of the financial statements described
in clause (i) of this subsection (b) and (II) for the avoidance of doubt, the
financial information described in clauses (ii) through (iv) of this subsection
(b) shall not be required to be audited”.


                                2.             Section
10.04 of the Credit Agreement is hereby amended by inserting the following
proviso before the semicolon appearing before the word “or” at the end thereof:


“,
provided  further that for the purposes of determining whether a
Default or Event of Default has occurred pursuant to clause (i)(y) above solely
as a result of the Borrower’s or any of its Subsidiaries’ failure to provide
holders of Indebtedness (other than the Obligations) or the SEC audited
financial statements of (or similar to) the type required to 


 

















 


be
delivered pursuant to Sections 8.01(a) or 8.01(b) during the period from the
First Amendment Effective Date through June 15, 2003, the $5,000,000 limitation
contained in the immediately preceding proviso shall be deemed to be
$17,500,000 (it being understood and agreed that this proviso shall not be
applicable (1) to any other Default or Event of Default arising under clause
(i)(y) above or any Default or Event of Default arising under clause (i)(x) or
(ii) of this Section 10.04 or (2) at any time after June 15, 2003)”.


3.             The definition of “Material Adverse Effect” appearing in
Section 11.01 of the Credit Agreement is hereby amended by adding the following
new sentence at the end thereof:


“It
being understood and agreed that the investigation initiated by the SEC as
disclosed in the Borrower’s 8-Ks dated November 8, 2002 and January 28, 2003
does not, in and of itself, constitute a Material Adverse Effect, although any
adverse change or effect after the First Amendment Effective Date in such
investigation or resulting therefrom or related thereto shall be taken into
consideration in determining whether a Material Adverse Effect has occurred.”


4.             Section 11.01 of the Credit Agreement is hereby further
amended by inserting the following new definition in the appropriate
alphabetical order:


“First
Amendment Effective Date” shall mean the date of the effectiveness of the First
Amendment to this Agreement dated as of March 21, 2003.


5.             In order to induce the Lenders to
enter into this Amendment, the Borrower hereby represents and warrants that,
both before and after giving effect to this Amendment, (x) no Default or Event
of Default exists on the First Amendment Effective Date (as defined below) and
(y) all of the representations and warranties contained in the Credit Agreement
and the other Credit Documents shall be true and correct in all material
respects on the date hereof and on the First Amendment Effective Date with the
same effect as though such representations and warranties had been made on and
as of such date (is being understood that any representation or warranty made
as of a specific date shall be true and correct in all material respects as of
such specific date).


6.             In order to further induce the Lenders to enter into
this Amendment, the Borrower hereby agrees to pay to the Administrative Agent
for the ratable benefit of each Lender which executes and delivers to the
Administrative Agent a counterpart of this Amendment on or before
5:00 p.m. (New York time) on March 27, 2003, a fee equal to .50% of the
sum of (I) such Lender’s Revolving Loan Commitment on the First Amendment
Effective Date and (II) the aggregate outstanding principal amount of such
Lender’s Term Loans on the First Amendment Effective Date.


7.             This Amendment is
limited as specified and shall not constitute a modification, acceptance or
waiver of any other provision of the Credit Agreement or any other Credit
Document, and the Administrative Agent and the Lenders hereby reserve all of
their rights and remedies otherwise available to them under the Credit
Agreement (as modified by this Amendment), the Credit Documents and applicable
law.


 

















 


8.             This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument.  A complete set of counterparts shall be
lodged with the Borrower and the Administrative Agent.


9.             THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.


10.           This Amendment shall become effective
on the date (the “First Amendment Effective Date”) when (i) the Borrower
and the Required Lenders shall have signed a counterpart hereof (whether the
same or different counterparts) and shall have delivered (including by way of
facsimile transmission) the same to the Administrative Agent at the Notice
Office and (ii) all fees and other compensation contemplated hereby and payable
to the Administrative Agent or the Lenders shall have been paid to the extent
due.


11.           From and after the First Amendment
Effective Date, all references in the Credit Agreement and each of the Credit
Documents to the Credit Agreement shall be deemed to be references to the
Credit Agreement as amended hereby.


*     *     *


 

















 


IN WITNESS WHEREOF, each
of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.


	
   

  	
  NASH-FINCH
  COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/Robert B. Dimond

  
	
   

  	
   

  	
  Name:

  	
  Robert B. Dimond

  
	
   

  	
   

  	
  Title:

  	
  Executive VP & CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS (formerly known as Bankers Trust Company), Individually and
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/Marco Orlando

  
	
   

  	
   

  	
  Name:

  	
  Marco Orlando

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/Leanne C. Manning

  
	
   

  	
   

  	
  Name:

  	
  Leanne C. Manning

  
	
   

  	
   

  	
  Title:

  	
  Duly Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARRIS TRUST AND
  SAVINGS BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/C. Scott Place

  
	
   

  	
   

  	
  Name:

  	
  C. Scott Place

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  US BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/Elliot Jaffee

  
	
   

  	
   

  	
  Name:

  	
  Elliot Jaffee

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/Thomas E. Redmond

  
	
   

  	
   

  	
  Name:

  	
  Thomas E. Redmond

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMAC Commercial Credit LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/Steven J. Brown

  
	
   

  	
   

  	
  Name:

  	
  Steven J. Brown

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF
  TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/Patrick McCue

  
	
   

  	
   

  	
  Name:

  	
  Patrick McCue

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Transamerica Business Capital Corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/Steve K. Goetschius

  
	
   

  	
   

  	
  Name:

  	
  Steve K. Goetschius

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 

















 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/Ann Pifer

  
	
   

  	
   

  	
  Name:

  	
  Ann Pifer

  
	
   

  	
   

  	
  Title:

  	
  First Vice President

  



 


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