hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.
[SIGNATURE PAGE FOLLOWS]
82
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
as of the date and year first above written.
NASH-FINCH COMPANY
By:
/s/LeAnne M. Stewart
Name:
LeAnne M. Stewart
Title:
Senior Vice President & CFO
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
/s/ Timothy P. Mowdy
Name:
Timothy P. Mowdy
Title:
Assistant Vice President
EXHIBIT A
[FORM OF FACE OF SECURITY]
THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES. IN ADDITION, THIS SECURITY IS SUBJECT TO UNITED
STATES FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT
INSTRUMENTS. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED FROM TIME TO TIME, THE ISSUE PRICE OF EACH SECURITY IS
$466.11 PER $1,000 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS MARCH 15, 2005 AND THE
COMPARABLE YIELD (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES) IS 8%, COMPOUNDED SEMI-ANNUALLY. HOLDERS OF
THIS SECURITY MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT, YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY
BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: NASH-FINCH COMPANY,
7600 FRANCE AVENUE SOUTH, P.O. BOX 355, MINNEAPOLIS, MINNESOTA 55440-0355,
ATTENTION: DIRECTOR OF TREASURY.
NASH-FINCH COMPANY (THE "COMPANY," WHICH TERM INCLUDES ANY SUCCESSOR
THERETO) AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN THIS
SECURITY EACH HOLDER OF THIS SECURITY WILL BE DEEMED TO HAVE AGREED, FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES (1) TO TREAT THE SECURITIES AS DEBT
INSTRUMENTS THAT ARE SUBJECT TO TREASURY REGULATION SECTION 1.1275-4(b); (2) TO
TREAT THE CASH PAYMENT AND THE FAIR MARKET VALUE OF THE COMMON STOCK RECEIVED
UPON THE CONVERSION OF A SECURITY AS A CONTINGENT PAYMENT FOR PURPOSES OF
TREASURY REGULATION SECTION 1.1275-4(b) THAT WILL RESULT IN AN ADJUSTMENT UNDER
TREASURY REGULATION SECTION 1.1275-4(b)(3)(iv) AND TREASURY REGULATION SECTION
1.1275-4(b)(6); AND (3) TO ACCRUE INTEREST WITH RESPECT TO OUTSTANDING
SECURITIES AS ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES (I.E., TAX ORIGINAL ISSUE DISCOUNT) ACCORDING TO THE "NONCONTINGENT
BOND METHOD," SET FORTH IN TREASURY REGULATION SECTION 1.1275-4(b), USING THE
COMPARABLE YIELD SET FORTH IN EXHIBIT B TO THE WITHIN MENTIONED INDENTURE
COMPOUNDED SEMI-ANNUALLY AND THE PROJECTED PAYMENT SCHEDULE ATTACHED AS EXHIBIT
B TO SUCH INDENTURE. FURTHER, EACH HOLDER BY ITS PURCHASE OF A SECURITY WILL BE
DEEMED TO HAVE ACKNOWLEDGED AND AGREED TO INCLUDE SUCH TAX ORIGINAL ISSUE
DISCOUNT (INCLUDING THE PORTION OF TAX ORIGINAL ISSUE DISCOUNT REPRESENTED BY
CASH INTEREST PAYMENTS) IN ITS GROSS INCOME AS IT ACCRUES REGARDLESS OF SUCH
HOLDER'S OR BENEFICIAL OWNER'S METHOD OF TAX ACCOUNTING FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES.
A-1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE