exv4w1









Exhibit 4.1




NASH-FINCH COMPANY




SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2035




FIRST SUPPLEMENTAL INDENTURE




DATED AS OF SEPTEMBER 21, 2007




to the




INDENTURE




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).



RECITALS




     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 supplemental indenture authorized pursuant to Article 10 of the Indenture if the amendment or
supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.



     Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the holders of the Securities:



     1. Amendments to the Securities. The first paragraph of Section 4.08(a)(5) of the
Indenture is hereby amended and supplemented to read in its entirety as follows:




(5) In case the Company shall, by dividend or otherwise, distribute to all holders
of Common Stock, cash (excluding any cash (1) that is distributed as part of a
distribution referred to in Section 4.08(a)(4) hereof, and (2) to the extent that
the aggregate cash dividend per share of Common Stock in any quarter does not exceed
$0.135 (the “Dividend Threshold Amount”))(such aggregate cash distributed
less such excluded cash, the “Excess Dividend Amount”), then and in each
such case, immediately after the close of business on such date, the Conversion Rate
shall be increased so that the same shall equal the rate determined by multiplying
the Conversion Rate in effect immediately prior to the close of business on the
record date fixed for the determination of shareholders entitled to receive the
distribution by a fraction, (i) the numerator of which shall be equal to the Current
Market Price on such record date, and (ii) the denominator of which shall be equal
to the Current Market Price on such record date less an amount equal to the quotient
of (x) the Excess Dividend Amount and (y) the number of shares of Common Stock
outstanding on such record date. In the event that such dividend or distribution is
not so paid or made, the Conversion Rate shall again be adjusted to be the
Conversion Rate which would then be in effect if such dividend or distribution had
not been declared.












 





     2. Confirmations; Effectiveness. As amended and supplemented by this Supplemental
Indenture, the Indenture and the Securities are ratified and confirmed in all respects, and the
Indenture as so amended shall be read, taken and construed as one and the same instrument. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of
Securities heretofore or hereafter authenticated and delivered shall be bound hereby.



     3. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Company.



     4. Trust Indenture Act. If any provision of this Supplemental Indenture limits,
qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939, as amended through operation of Section 318(c) thereof, such imposed
duties shall control.



     5. Conflicts. To the extent of any inconsistency between the terms of the Indenture
and this Supplemental Indenture, the terms of this Supplemental Indenture will control.



     6. Governing Law. This Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.



     7. Multiple Counterparts. The parties may sign multiple counterparts of this
Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them
together represent the same agreement.



     8. Entire Agreement. This Supplemental Indenture constitutes the entire agreement of
the parties hereto with respect to the amendments to the Indenture set forth herein.



(Signature Page Follows)













 








     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Supplemental
Indenture on behalf of the respective parties hereto as of the date first above written.



	 	 	 	 	 
	 	NASH-FINCH COMPANY

 	 
	 	By:  	/s/ Bob Diamond
 	 
	 	Name:  	Bob Dimond 	 
	 	Title:  	Executive Vice President & Chief

Financial Officer 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Julie J. Becker
 	 
	 	Name:  	Julie J. Becker 	 
	 	Title:  	Vice President