0001104659-05-008600 Sample Contracts

FIRST AMENDMENT
First Amendment • February 28th, 2005 • Nash Finch Co • Wholesale-groceries & related products • New York

FIRST AMENDMENT (this “First Amendment”), dated as of February 22, 2005, among Nash-Finch Company, a Delaware corporation (the “Borrower”), the lenders party to the Credit Agreement referred to below (the “Lenders”) and Deutsche Bank Trust Company Americas, 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.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 28th, 2005 • Nash Finch Co • Wholesale-groceries & related products • Delaware

ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 24, 2005, between ROUNDY’S, INC., a Wisconsin corporation (the “Seller”), and NASH FINCH COMPANY, a Delaware corporation (the “Purchaser”).

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