VENUE; WAIVER OF JURY TRIAL
[a04-13791_1ex10d1.htm#GoverningLaw]
14.09 [a04-13791_1ex10d1.htm#Counterparts]
Counterparts [a04-13791_1ex10d1.htm#Counterparts]
14.10 [a04-13791_1ex10d1.htm#Effectiveness]
Effectiveness [a04-13791_1ex10d1.htm#Effectiveness]
14.11 [a04-13791_1ex10d1.htm#HeadingsDes]
Headings Descriptive [a04-13791_1ex10d1.htm#HeadingsDes]
14.12 [a04-13791_1ex10d1.htm#AmendmentOrWaiver]
Amendment or Waiver; etc. [a04-13791_1ex10d1.htm#AmendmentOrWaiver]
14.13 [a04-13791_1ex10d1.htm#Survival]
Survival [a04-13791_1ex10d1.htm#Survival]
14.14 [a04-13791_1ex10d1.htm#DomicileOf]
Domicile of Loans [a04-13791_1ex10d1.htm#DomicileOf]
14.15 [a04-13791_1ex10d1.htm#Register]
Register [a04-13791_1ex10d1.htm#Register]
14.16 [a04-13791_1ex10d1.htm#Confidentiality]
Confidentiality [a04-13791_1ex10d1.htm#Confidentiality]
14.17 [a04-13791_1ex10d1.htm#LimitationOnAdditional]
Limitation on Additional Amounts [a04-13791_1ex10d1.htm#LimitationOnAdditional]
14.18 [a04-13791_1ex10d1.htm#UsaPatriotAct]
USA Patriot Act Notice [a04-13791_1ex10d1.htm#UsaPatriotAct]
SCHEDULE 1.01
Commitments
SCHEDULE 2.01
Existing Letters of Credit
SCHEDULE 5.11
Mortgaged Property
SCHEDULE 8.12
Real Property
SCHEDULE 8.14
Subsidiaries
SCHEDULE 8.21
Existing Indebtedness
SCHEDULE 8.22
Insurance
SCHEDULE 9.07
ERISA
SCHEDULE 9.18
Leaseholds Subject to Landlord Waivers/Bailee Agreements
iv
SCHEDULE 10.01(iii)
Existing Liens
SCHEDULE 10.02(xiii)
Surplus Property
SCHEDULE 10.05(iii)
Existing Investments
SCHEDULE 10.18
Legal Names; Organizational Identification Numbers; Jurisdiction of
Organization; Type of Organization; etc.
SCHEDULE 14.03
Notice Information
EXHIBIT A-1
Form of Notice of Borrowing
EXHIBIT A-2
Form of Notice of Conversion/Continuation
EXHIBIT B-1
Form of Initial Term Note
EXHIBIT B-2
Form of Revolving Note
EXHIBIT B-3
Form of Swingline Note
EXHIBIT B-4
Form of Incremental Term Note
EXHIBIT C
Incremental Commitment Agreement
EXHIBIT D
Form of Letter of Credit Request
EXHIBIT E
Form of Section 4.04(b)(ii) Certificate
EXHIBIT F
Form of Opinion of Shearman & Sterling LLP
EXHIBIT G
Form of Officers' Certificate
EXHIBIT H
Form of Pledge Agreement
EXHIBIT I
Form of Security Agreement
EXHIBIT J
Form of Subsidiaries Guaranty
EXHIBIT K
Form of Solvency Certificate
EXHIBIT L
Form of Compliance Certificate
EXHIBIT M
Form of Assignment and Assumption Agreement
EXHIBIT N
Form of Intercompany Note
v
CREDIT AGREEMENT, dated as of November 12, 2004, among NASH-FINCH COMPANY, a
Delaware corporation (the "Borrower"), the Lenders party hereto from time to
time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, Harris
Trust and Savings Bank, as Syndication Agent (in such capacity, the "Syndication
Agent"), and General Electric Capital Corporation and U.S. Bank National
Association, as Documentation Agents (in such capacity, the "Documentation
Agents", and each, a "Documentation Agent"), and (all capitalized terms used
herein and defined in Section 12 are used herein as therein defined).
W I T N E S S E T H:
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrower the respective credit
facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1.
Amount and Terms of Credit.
1.01
The Commitments.
(a)
Subject to and upon the terms and conditions set
forth herein, each Lender with an Initial Term Loan Commitment severally agrees
to make a term loan or term loans (each an "Initial Term Loan" and,
collectively, the "Initial Term Loans") to the Borrower, which Initial Term
Loans:
(i)
shall be incurred pursuant to a single drawing to be made on the Redemption
Date for the purposes described in Section 8.08(a)(i);
(ii) shall be denominated in Dollars;
(iii) shall not exceed for any Lender, in initial principal amount for the
Initial Term Loans being made by such Lender on the Redemption Date, that amount
which equals the Initial Term