Exhibit 10.1
CONSENT TO CREDIT AGREEMENT
CONSENT TO CREDIT AGREEMENT (this "Consent"), dated as of May 14, 2004, among
Nash-Finch Company, a Delaware corporation (the "Borrower"), the undersigned
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 consent to the Consented Transactions (as
defined below) with respect to the Credit Agreement on the terms and conditions
set forth herein;
NOW, THEREFORE, it is agreed:
1.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTIONS 9.02, 9.05,
9.06 OR ELSEWHERE IN THE CREDIT AGREEMENT, EACH OF THE LENDERS HEREBY CONSENTS
TO THE CLOSING AND ANY RELATED SALE OF THE ASSETS COMPRISING EACH OF THE RETAIL
STORES (COLLECTIVELY, THE "RETAIL STORES TO BE CLOSED" AND EACH, A "RETAIL STORE
TO BE CLOSED") SET FORTH ON SCHEDULE I HERETO (COLLECTIVELY, THE "RETAIL
CLOSINGS"); PROVIDED THAT (I) EACH RETAIL STORE TO BE CLOSED IS EITHER OBSOLETE
OR UNECONOMIC OR THE BORROWER SHALL HAVE DETERMINED IN ITS REASONABLE BUSINESS
JUDGMENT THAT THE CLOSURE OF SUCH RETAIL STORE TO BE CLOSED WOULD IMPROVE THE
FINANCIAL CONDITION OF THE BORROWER AND ITS SUBSIDIARIES TAKEN AS A WHOLE, (II)
THE AGGREGATE FAIR MARKET VALUE (AS DETERMINED IN GOOD FAITH BY THE BORROWER) OF
ALL RETAIL STORES TO BE CLOSED SHALL NOT EXCEED $15,000,000, (III) THE SALE,
TRANSFER OR OTHER DISPOSITION BY THE BORROWER OR ANY OF ITS SUBSIDIARIES TO ANY
PERSON (OTHER THAN A CREDIT PARTY) OF ANY ASSETS COMPRISING A RETAIL STORE TO BE
CLOSED (INCLUDING, WITHOUT LIMITATION, ANY INVENTORY OR EQUIPMENT) IN CONNECTION
WITH THE RETAIL CLOSINGS (A) SHALL BE CONSUMMATED PURSUANT TO AN ARM'S-LENGTH
TRANSACTION AND THE BORROWER OR THE RELEVANT SUBSIDIARY SHALL RECEIVE AT LEAST
FAIR MARKET VALUE (AS DETERMINED IN GOOD FAITH BY THE BORROWER) THEREFOR, (B)
THE CONSIDERATION THEREFOR SHALL BE CASH OR PROMISSORY NOTES, (C) ANY SUCH
CONSIDERATION WHICH IS IN THE FORM OF PROMISSORY NOTES AND ANY SECURITY FOR THE
OBLIGATIONS THEREFOR SHALL BE PLEDGED TO THE COLLATERAL AGENT TO THE EXTENT
REQUIRED BY THE PLEDGE AGREEMENT AND (D) EACH SUCH PROMISSORY NOTE SHALL BE
GUARANTEED AND SECURED ON A BASIS CONSISTENT WITH THE BORROWER'S CUSTOMARY
PROCEDURES AND ITS PAST PRACTICES, AND (IV) TO THE EXTENT ANY ASSETS ARE SOLD,
TRANSFERRED OR OTHERWISE DISTRIBUTED TO A CREDIT PARTY AS PART OF ANY RETAIL
CLOSING, ON OR PRIOR TO THE DATE OF SUCH SALE, TRANSFER OR OTHER DISPOSITION,
THE BORROWER WILL, AND WILL CAUSE