Exhibit 4.1


EXECUTION 


 


 


 


 


 


 


FOURTH
SUPPLEMENTAL INDENTURE OF TRUST


 


 


among


 


 


NASH-FINCH
COMPANY,


as
Issuer,


 


 


THE
SUBSIDIARY GUARANTORS,


named
therein as Guarantors,


 


 


and


 


 


U.S.
BANK NATIONAL ASSOCIATION,


as
Trustee,


 


 


Dated
as of February 25, 2003


 


 


 


 


 


Relating
to:


 


$165,000,000


8
1/2% Senior Subordinated Notes due 2008, Series A


8
1/2% Senior Subordinated Notes due 2008, Series B


 


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THIS
FOURTH SUPPLEMENTAL INDENTURE OF TRUST is made and entered into as of February
25, 2003 among Nash-Finch Company, a Delaware corporation (the “Company”),
the Guarantors named herein (the “Guarantors”), as guarantors, and U.S.
Bank Trust National Association, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS,
the Company and the Guarantors heretofore executed and delivered to the Trustee
an Indenture dated as of April 24, 1998 (the “ Original Indenture”),
providing for the issuance of up to $165,000,000 aggregate principal amount of
the Company’s 8 1⁄2 % Senior Subordinated Notes Due 2008, Series A and Series B
(the “Notes”), as supplemented by the First, Second and Third
Supplemental Indentures thereto (the Original Indenture, as amended and
supplemented from time to time as described herein, the “Indenture);


 


WHEREAS,
the Notes constitute the only series of Notes under the Indenture;


 


WHEREAS,
Section 9.02 of the Indenture provides, among other things, that, the Indenture
may be amended and modified by the Company, the Guarantors and the Trustee with
the consent of the holders of not less than a majority of the aggregate
principal amount of the outstanding Notes;


 


WHEREAS,
the Company and the Guarantors have each duly executed this Fourth Supplemental
Indenture;


 


WHEREAS,
the Company desires and has requested the Trustee to join in the execution and
delivery of this Fourth Supplemental Indenture for the purpose of amending the
Indenture; and


 


WHEREAS,
all things necessary have been done to constitute this Fourth Supplemental
Indenture, when executed by the Company and the Guarantors, the respective
valid obligations of each of them.


 


NOW
THEREFORE, the parties hereto intending to be legally bound hereby and in
consideration of the premises, do hereby agree, for the mutual and
proportionate benefit of all holders of the Notes as follows:


 


	
  Section 1.

  	
  DEFINITIONS.

  



 


 


                    All terms capitalized but
not otherwise defined in this Fourth Supplemental Indenture shall have the
meanings assigned to such terms in the Indenture.


 


	
  Section 2.

  	
  AMENDMENTS TO THE INDENTURE.

  



 


                    Section 201.                   Amendment to Section 7.04
of the Indenture.  Section 7.04 of
the Indenture is hereby amended and supplemented by adding the following as a
new paragraph to the end thereof:


 


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                    “Notwithstanding anything to
the contrary contained in this Section 7.04, the Company and each Guarantor
shall not be required to comply with Sections 7.04(a) and 7.04(b) hereof with
respect to (x) the fiscal quarter ended October 5, 2002 before May 15, 2003 and
(y) the fiscal year ended December 28, 2002 and the fiscal quarter ended March
22, 2003 before June 15, 2003.  Failure
to comply with Sections 7.04(a) and (b) hereof with respect to (x) the fiscal
quarter ended October 5, 2002 by May 15, 2003 and (y) the fiscal year ended
December 28, 2002 and the fiscal quarter ended March 22, 2003 by June 15, 2003,
shall, in each case, constitute an Event of Default hereunder.


 


                    Section 202.                   Amendment to Section 10.08
of the Indenture.  Section 10.08 of
the Indenture is hereby amended and supplemented by adding the following to the
end thereof:


 


                    “provided, however
that the Company shall not be deemed to have violated this Section 10.08 if the
Company is required to restate its books and records of account for any period
through the fiscal quarter ended October 5, 2002 as a result of any
investigation or pending action of the Commission publicly disclosed by the
Company on or before the date hereof and providedfurther, however
that any such restatement will not have a material cash impact on the Company’s
financial statements filed with the Commission from and after the date hereof
and that the amount of any Count-Recount charges required to be taken by the
Company as a result of any such restatement of fiscal years 2000, 2001 and 2002
will not exceed $6.7 million for fiscal year 2000, $8.6 million for fiscal year
2001 and $3.8 million through the second quarter of fiscal year 2002 by more
than 15%.”


 


                    Section 203.                   Amendment to Section 10.10
of the Indenture.  Section 10.10 of
the Indenture is hereby amended and supplemented by adding the following as a
new paragraph to the end thereof:


 


                    “Notwithstanding anything to
the contrary contained in this Section 10.10, the Company shall not be required
to comply with this Section 10.10 with respect to (x) the fiscal quarter ended
October 5, 2002 before May 15, 2003 and (y) the fiscal year ended December 28,
2002 and the fiscal quarter ended March 22, 2003 before June 15, 2003.”


 


                    Section 204.                   Amendment to Section 10.13
of the Indenture.  Section 10.13 of
the Indenture is hereby amended and supplemented by adding the following to the
beginning of the second sentence thereof:


 


                    “Except for any Default
occurring prior to February 25, 2003 for failure of the Company to comply with
Sections 7.04(a), (b) or (c) hereof with respect to the fiscal quarter ending
October 5, 2002, [W]”


 


                    Section 205.                   Delayed Effectiveness of
Amendments.  The amendments to the
Indenture provided for in this Section 2 shall not become effective until the
Company shall have received an effective waiver from the provisions of Section
9.12(ii) of the Credit Agreement, dated as of December 19, 2000, among the
Company, the Guarantors, U.S. Bank National Association and Harris Trust and
Savings Bank, as syndication agents, General Electric Capital


 


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Corporation,
as documentation agent, and Bankers Trust Company, as administrative agent for
the lenders party thereto (as heretofore amended, restated, supplemented or
otherwise modified).


 


Section 3   MISCELLANEOUS
PROVISIONS.


 


Section 301.            
Execution as Supplemental Indenture.  This Fourth Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Indenture and, as provided in the
Indenture, this Fourth Supplemental Indenture forms a part thereof.


Section 302.            
Responsibility for Recitals, etc. The recitals herein shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof. 
The Trustee makes no representations as to the validity or sufficiency
of this Fourth Supplemental Indenture.


Section 303.            
Provisions Binding on Company’s and the Guarantors’ Successors.
All of the covenants, stipulations, promises and agreements made in this Fourth
Supplemental Indenture by the Company and the Guarantors shall bind on their
respective successors and assigns whether so expressed or not.


 


Section 304.            
Governing Law.  This
Fourth Supplemental Indenture shall be deemed to be a contract made under the
laws of the State of New York and, for all purposes, shall be construed in
accordance with the laws of said State.


 


Section 305.            
Execution and Counterparts. 
This Fourth Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.


 


Section 306.            
Trust Indenture Act to Control. 
If and to the extent that any provision of this Fourth Supplemental
Indenture limits, qualifies, or conflicts with another provision included in
the Indenture which is required to be included in or is deemed to be applicable
to this Fourth Supplemental Indenture by any of Sections 310 to 317, inclusive,
of the Trustee Indenture Act of 1939, such required or other applicable
provision shall control.


 


[Signature
page follows on the next page]


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IN WITNESS WHEREOF, the
parties hereto have caused this Fourth Supplemental Indenture to be executed as
of the day and year first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  NASH-FINCH COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert B. Dimond

  
	
   

  	
  Name:  

  	
   

  	
  Robert B. Dimond

  
	
   

  	
  Title:

  	
   

  	
  Executive Vice President & Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  T.J. MORRIS COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert B. Dimond

  
	
   

  	
  Name:  

  	
   

  	
  Robert B. Dimond

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUPER FOOD SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert B. Dimond

  
	
   

  	
  Name:  

  	
   

  	
  Robert B. Dimond

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GTL TRUCK LINES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert B. Dimond

  
	
   

  	
  Name:  

  	
   

  	
  Robert B. Dimond

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PIGGLY WIGGLY NORTHLAND

  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert B. Dimond

  
	
   

  	
  Name:  

  	
   

  	
  Robert B. Dimond

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
						



 


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  ERICKSON’S DIVERSIFIED

  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert B. Dimond

  
	
   

  	
  Name:  

  	
   

  	
  Robert B. Dimond

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HINKY DINKY SUPERMARKETS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert B. Dimond

  
	
   

  	
  Name:  

  	
   

  	
  Robert B. Dimond

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U SAVE FOODS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert B. Dimond

  
	
   

  	
  Name:  

  	
   

  	
  Robert B. Dimond

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  as Trustee, formerly known as U.S. Bank Trust National Association

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Scott Strodthoff

  
	
   

  	
  Name:  

  	
   

  	
  Scott Strodthoff

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
						



 


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